EXHIBIT
4.3

      

       

      
        	
                

              	
                 1(6)

              


      

       

    

     

    

      


       

      TERMS
AND CONDITIONS OF THE NOKIA PERFORMANCE SHARE PLAN 2009

      


       

      
        
          	
                  1. 

                	
                  Purpose
      and Scope of the Plan

                


        

      

       

      The purpose of the
Nokia Performance Share Plan 2009 is to retain Nokia employees on a long-term
basis, to promote employees’ long-term commitment, and to compensate them for
performance measured on a long-term basis. To accomplish these objectives Nokia
may grant eligible Nokia Group employees Nokia Shares under this
Plan.

       

      The Plan is tied
directly to the performance of Nokia Group. For the purposes of this Plan,
performance is measured through growth and profitability. The compensation to
the employees under the Plan becomes payable and the financial benefits of the
Plan materialize only if the pre-determined performance levels, measured by
Average Annual Net Sales Growth and Earnings Per Share (EPS), are achieved by
the end of the Performance Period.

       

      Under the Plan a
maximum of 9 000 000 Performance Shares may be granted, which may result in
the settlement of 18 000 000 Shares at the maximum. The Board determines
the general guidelines under the Plan and approves the grants of Performance
Shares to eligible employees within its authorities. Grants of Performance
Shares under these terms and conditions may be made between January 1, 2009 and
December 31, 2009, inclusive.

       

      
        
          	
                  2. 

                	
                  Definitions

                


        

      

       

      Average Annual
Net Sales Growth: Average Annual Net Sales Growth is an average of the
annual net sales growth rates in the consolidated profit and loss accounts for
Nokia Group (non-IFRS) during the Performance Period.

       

      Board:
Board of Directors of Nokia Corporation.

       

      EPS: Earnings per share
(diluted, non-IFRS) at the end of the Performance Period in the consolidated
profit and loss accounts for Nokia Group (non-IFRS).

       

      Grant
Amount: The number of Performance Shares granted to a
Participant.

       

      Nokia:
Nokia Corporation.

       

      Maximum
Number: The
number of Performance Shares to be settled if the maximum performance is achieved with
respect to each of the performance criteria separately as defined under
paragraph 4.2. The Maximum Number equals two times the Grant Amount. One half of
the Maximum Number is tied to EPS and one half of the Maximum Number is tied to
Average Annual Net Sales Growth.

       

      Participant: Employee of Nokia Group who
has received a grant of Performance Shares under the Plan.

       

      Performance
Share/Shares: The Grant Amount consists of Performance Shares. Each
Performance Share represents a right to receive certain number of Shares or its
cash equivalent upon settlement, subject to the fulfillment of the conditions
under paragraph 4, and provided that no other restriction related to these terms
and conditions is applicable.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  

                	
                   2(6)

                


        

         

         

        

          


        

      

      Performance
Period: The three fiscal years starting on January 1, 2009 and ending on
December 31, 2011.

       

      Plan: Performance Share Plan
2009 of Nokia.

       

      Settlement Date:
A banking day in Helsinki, Finland falling as soon as practicable after
the end of the Performance Period, as determined by Nokia.

       

      Share/Shares:
Nokia ordinary shares. What is said about Shares under these terms and
conditions shall apply (as applicable) to their cash equivalent used for
settlement.

       

      Threshold Number:
The number of Performance Shares to be settled, if the threshold
performance is
achieved with respect to one performance criterion as defined under paragraph
4.2. Each Threshold Number equals one quarter (1/4) of the Grant Amount. One
Threshold Number is tied to EPS, and another is tied to Average Annual Net Sales
Growth.

       

      
        
          	
                  3. 

                	
                  Grant
      of Performance Shares

                


        

      

       

      At grant, each
Participant will receive a Grant Amount of Performance Shares. Nokia will notify
each Participant of the grant.

       

      As a precondition
for a valid grant, the Participant has to be employed by Nokia at the time of
the grant. The Participant may be required to give Nokia such authorizations and
consents, as Nokia deems necessary in order to administer the Plan.

       

      
        
          	
                  4.

                	
                  Financial
      Performance Criteria

                


        

      

       

      
        
          
            	
                    4.1 

                  	
                    General
      Principles

                  


          

        

      

       

      Measurement of
Nokia’s performance during the Performance Period will be based on the
consolidated profit and loss accounts of Nokia Group (non-IFRS) as of December
31, 2011, compared to the consolidated profit and loss accounts of Nokia Group
(non-IFRS) for 2008.

       

      The two
pre-determined financial performance criteria under the Plan are Average Annual
Net Sales Growth and EPS. Average Annual Net Sales Growth is calculated as an
average of the net sales growth rates for the years 2009 through
2011.

       

      
        
          	
                  4.2.

                	
                  Threshold
      Performance and Maximum
Performance

                


        

      

       

      Threshold (i.e.
minimum) performance levels and maximum performance levels are defined for each
performance criteria as follows:

       

      
        	
                 
      

              	
                (a)

              	
                Average
      Annual Net Sales Growth during the Performance Period: -5% (threshold) and
      10% (maximum); and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                EPS: EPS of
      EUR 1.01 (threshold) and EUR 1.53 (maximum) for
  2011.

              


      

      


      The number of
Performance Shares to be settled, if any, is determined independently with
respect to Average Annual Net Sales Growth and to EPS.

      


      If the threshold
performance for neither of the two performance criteria is reached, no
settlement will take place.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  

                	
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      If the threshold
performance level is achieved in respect of a performance criterion, the
Threshold Number of Performance Shares will be settled.

      


      To the extent the
threshold performance level is exceeded in respect of a performance criterion,
the number of Performance Shares to be settled will increase from the Threshold
Number up to the Maximum Number following a linear growth scale.

      


      The total number of
Performance Shares to be settled, if applicable, may not exceed two times the
Grant Amount.

       

      


      The following table
summarizes each performance criterion:

      


      
        	
                Performance
      Criterion

              	
                Threshold

                Performance

              	
                Maximum

                Performance

              	
                Potential
      range of

                Settlement

              
	
                EPS for
      2011

                (diluted,
      non-IFRS)

                 

              	
                EUR
      1.01

              	
                 

                EUR
      1.53

                 

              	
                Zero,
      or

                Threshold
      Number up to

                4 x Threshold
      Number

              
	
                Average
      Annual Net Sales growth  during

                Jan. 1, 2009
      – Dec. 31, 2011(non-IFRS)

              	
                -5%

              	
                 

                10%

                 

              	
                Zero,
      or

                Threshold
      Number up to

                4 x Threshold
      Number

              


      

      


      
        	
                5. 

              	
                Measurement
      and Calculation of Payout

              


      

       

      The measurement of
Nokia’s performance shall be made after the end of the Performance Period. Based
on this measurement, the number of Performance Shares to be settled as Shares or
the equivalent amount of cash shall be calculated.

       

      Nokia shall carry
out the measurement and calculation in its sole discretion.

       

      The calculation of
the number of Performance Shares to be settled shall not result in fractional
Shares. The number of Shares shall be rounded to the nearest whole
Share.

       

      
        	
                6. 

              	
                Settlement

              


      

       

      On the Settlement
Date, Nokia will complete the settlement by transferring applicable number of
Shares, or their equivalent value in cash, to the Participant’s book-entry,
brokerage or other bank account, as applicable, provided that the Participant
has complied with these terms and conditions and performed all necessary actions
to enable Nokia to instruct the settlement. If the Participant has not performed
all necessary actions to enable Nokia to instruct the settlement, Nokia may, in
its sole discretion, sell the Shares on behalf of the Participant and remit the
proceeds to the Participant.

      


      The Settlement Date
cannot be earlier than the first banking day immediately following the day of
the announcement of Nokia’s annual results for the fiscal year
2011.

       

      Nokia may, in its
sole discretion, use for the settlement of Performance Shares one or more of the
following: newly issued Shares, Nokia’s own existing Shares (treasury Shares),
Shares purchased from the open market, or, in lieu of Shares, cash
settlement.

       

      The participants
shall not be entitled to any dividend or have any voting rights or any other
shareholder rights until and unless the Shares have been transferred to the
Participant.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  

                	
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                7. 

              	
                Changes
      in Employment

              


      

       

      If the employment
of the Participant with Nokia Group terminates prior to the end of the
Performance Period by the reason of early retirement, retirement, permanent
disability (as defined by Nokia at its sole discretion) or death, the
Participant retains the right to settlement. In case of death of the Participant
prior to the close of the Performance Period, Nokia has the right to settle the
Performance Shares at the Grant Amount prior to the end of the Performance
Period. If made, such special settlement will constitute full and final
settlement of that Performance Share grant.

       

      If the employment
of the Participant with Nokia Group terminates prior to the end of the
Performance Period for any other reason than those mentioned above, Nokia is
entitled to redeem the Performance Share grant from the Participant without
consideration, in which case the Participant shall
not be entitled to any settlement under these terms and conditions.

       

      In cases of
voluntary and/or statutory leave of absence of the Participant, Nokia has the
right to prorate the settlement.

       

      
        	
                8. 

              	
                Terms
      of Employment

              


      

      


      The grant or
settlement of Performance Shares does not constitute a term or a condition of
the Participant’s employment contract with Nokia under applicable local laws.
The Performance Shares, Shares or their cash equivalent under the Plan do not
form a part of the Participant’s salary or benefit of any kind.

      


      


      
        	
                9. 

              	
                Taxes
      and other Obligations

              


      

      


      The Participants
are personally responsible for all taxes and social security charges associated
with the Performance Share grants and Shares delivered upon settlement. This
includes responsibility for any and all tax liabilities in multiple countries,
if the participant has resided in more than one country during the Performance
Period. The Participants are advised to consult their own financial and tax
advisers (at their own expense) before accepting the grant in order to verify
their tax position.

      


      The Participants
are also responsible for any potential charges debited by financial institutions
in connection with the settlement of the Performance Shares or any subsequent
transactions related to the Shares.

      


      Pursuant to
applicable laws, Nokia is or may be required or may deem it appropriate to
withhold taxes, social security charges or fulfil employment related and other
obligations upon grant or settlement of Performance Shares, or when the Shares
are disposed of by the Participants. Nokia shall have the right to determine how
such collection, withholding or other measures will be arranged or carried out,
including but not limited to a settlement of a net amount remaining after the
completion of such measures or potential sale of the Shares on behalf of the
Participants for the completion of such measures.

      


      
        	
                10. 

              	
                Breach
      of these Terms and Conditions

              


      

      


      The Participant
shall comply with these terms and conditions, as well as any instructions given
by Nokia regarding the Plan from time to time. If the Participant breaches these
terms and conditions and/or any instructions given by Nokia, Nokia may at its
discretion, at any time prior to settlement, rescind the grant of Performance
Shares.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  

                	
                   5(6)

                


        

         

        

          




      

      
        	
                11. 

              	
                Validity
      of these Terms and Conditions

              


      

       

      These terms and
conditions shall become valid and effective upon the approval by the Board. The
Board may at any time amend, modify or terminate these terms and conditions. The
Board may make such a resolution in its absolute discretion at any
time.

      


      Such action by the
Board may also, as in each case is determined by the Board affect the
Performance Shares that are then outstanding, but not settled.

      


      
        
          	
                  12. 

                	
                  Administration

                


        

      

       

      The Plan shall be
administered on behalf of Nokia in accordance with the general guidelines
approved by the Board. Nokia has the authority to interpret these terms and
conditions, approve such other rules and procedures and take such other
measures, as it shall deem necessary or appropriate for the administration of
the Plan. Such action may also affect the Performance Shares then outstanding,
but not settled.

      


      Nokia has the right
to determine the practical manner of administration and settlement of the
Performance Shares, including but not limited to the acquisition, issuance,
sale, and transfer of the Shares or their cash equivalent to the Participant.
Furthermore, Nokia has the right to require from the Participant the submission
of such information or contribution that is necessary for the administration and
settlement of the Performance Share grants.

      


      
        	
                13. 

              	
                Governing
      Law and Settlement of Disputes

              


      

       

      These terms and
conditions are governed by Finnish laws. Disputes arising out of these terms and
conditions shall be settled by arbitration in Helsinki, Finland in accordance
with the Arbitration Rules of the Finnish Central Chamber of
Commerce.

      


      
        	
                14. 

              	
                Processing
      of personal data

              


      

       

      Nokia has the right to transfer
globally within Nokia Group and/or to an agent of Nokia Group any of the
personal data required for the administration of the Plan and the settlement of
the Performance Shares. The data may be administered and processed either by
Nokia or an agent authorized by Nokia in the future. The Participant is entitled
to request access to data referring to the Participant’s person, held by Nokia
or its agent and to request amendment or deletion of such data in accordance
with applicable laws, statutes or regulations. In order to exercise these
rights, the Participant must contact Nokia Corporate Legal department in Espoo,
Finland.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  

                	
                   6(6)

                


        

         

        

          





        SUPPLEMENT
TO THE GRANT OF PERFORMANCE SHARES UNDER

         THE
NOKIA PERFORMANCE SHARE PLAN 2009 IN USA

         

        Amendments
to the Nokia Performance Share Plan 2009

         

        For
purposes of Section 409A of the U.S. Internal Revenue Code of 1986, as amended
(the “Code”),
the Nokia Performance Share Plan 2009 (“Plan”)
is amended, effective as of March 5, 2009, by adding the following “Code Section
409A Schedule” to the Plan.

         

        “Code
Section 409A Schedule”

         

        Notwithstanding
anything in the terms and conditions of the Plan (“Plan
Rules”) to the contrary, effective as of March 5, 2009, the Plan Rules
are amended as set forth in this Code Section 409A Schedule in order to avoid
adverse or unintended tax consequences to Participants under Section 409A of the
Code, and the applicable rules and regulations thereunder.  The
provisions of this Code Section 409A Schedule shall apply to granted Performance
Shares that are, or could potentially be, subject to Section 409A of the Code,
and shall supersede the other Plan Rules to the extent necessary to eliminate
inconsistencies between this Code Section 409A Schedule and such other Plan
Rules.

         

        1.           The
Settlement Date shall be the first banking day immediately following the day of
the announcement of Nokia’s annual results for the fiscal year
2011.

         

        2.           In
cases of voluntary and/or statutory leave of absence of the Participant, the
length of which exceeds the threshold determined for the relevant type of leave
in the applicable human resources policy at the time of the leave, Nokia will
prorate and settle the Participant’s Performance Shares on the Settlement
Date.

         

        3.           In
the event that the Participant’s employment terminates by reason of retirement,
early retirement, or permanent disability prior to the end of the Performance
Period, the Participant will retain the right to settlement of the Performance
Shares on the Settlement Date.  In the event that a Participant’s
employment terminates due to death, Nokia will settle the Participant’s
Performance Shares at the Grant Amount in the second month of the calendar
quarter following the date of the Participant’s death.

         

        4.           If
any Plan Rule or grant document contravenes any regulations or guidance
promulgated under Section 409A of the Code or could cause any granted
Performance Shares to be subject to taxes, interest or penalties under Section
409A of the Code, Nokia may, in its sole discretion and without the
Participant’s consent, modify the Plan Rules or grant documents to: (i) comply
with, or avoid being subject to, Section 409A of the Code, (ii) avoid the
incurrence of additional taxes, interest or penalties under Section 409A of the
Code, and (iii) maintain, to the maximum extent practicable, the original intent
of the applicable Plan Rule or provision without contravening the provisions of
Section 409A of the Code.

         

        *  *  *  *  *

         

        Except as
set forth herein, the Nokia Performance Share Plan 2009 remains in full force
and effect.