EXHIBIT 4.3

March 29, 2007

TERMS AND CONDITIONS OF THE NOKIA PERFORMANCE SHARE PLAN 2007

1. PURPOSE AND SCOPE OF THE PLAN

The purpose of the Nokia Performance Share Plan 2007 is to retain
Nokia employees on a long-term basis, to promote employee's
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 EPS, are achieved by the end of the
Performance Period.

Under the Plan a maximum of 3 000 000 Performance Shares may be
granted, which may result in the settlement of 12 000 000 Shares in
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, 2007 and
December 31, 2007, 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
financial accounts for Nokia Group (IFRS) during the Performance
Period.

BOARD: Board of Directors of Nokia Corporation.

EPS: Earnings per share (basic, reported) in the consolidated
financial accounts for Nokia Group (IFRS).

GRANT AMOUNT: The number of Performance Shares granted to a
Participant. One half of the Grant Amount is the Threshold Number
tied to EPS, and the other half is the Threshold Number tied to
Average Annual Net Sales Growth. Grant Amount equals the total of
the two Threshold Numbers.

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 four 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.

PERFORMANCE PERIOD: The three fiscal years starting on January 1,
2007 and ending on December 31, 2009.

PLAN: Performance Share Plan 2007 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 at least one
performance criterion as defined under paragraph 4.2. The Threshold
Number equals one half 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 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 financial accounts of Nokia Group
(IFRS) as of December 31,

2009, compared to the consolidated financial accounts of Nokia Group
(IFRS) for 2006.

The two pre-determined financial performance criteria under the Plan
are Average Annual Net Sales Growth and EPS. EPS growth is
calculated based on compounded annual growth rate over the
performance period (2007 - 2009) compared to 2006 EPS. Average
Annual Net Sales Growth is calculated as an average of the net sales
growth rates for the years 2006 through 2009.

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: 9.5%
(threshold) and 20% (maximum); and (b) EPS: EPS of EUR 1.26
(threshold) and EUR 1.86 (maximum) for 2009.

The number of Performance Shares to be settled, if any, is
determined independently with respect to the part of the Grant
Amount tied 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.

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

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

The following table summarizes each performance criterion:

---------------------------------------------------------------------------------------
PERFORMANCE CRITERION THRESHOLD MAXIMUM POTENTIAL RANGE OF
PERFORMANCE PERFORMANCE SETTLEMENT
---------------------------------------------------------------------------------------

EPS for 2009 EUR 1.26 EUR 1.86 Zero, or
(basic) Threshold Number up to
4 x Threshold Number
---------------------------------------------------------------------------------------
Average Annual Net Sales growth Zero, or
during 9.5% 20% Threshold Number up to
Jan. 1, 2007 - Dec. 31, 2009 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.

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 2009.

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.

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 two times the Grant Amount prior to the end of
the Performance Period in the manner and within the timeframe
determined by the Board. 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 Shares and Shares.
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
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.

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 Group Legal department in Espoo, Finland.

SUPPLEMENT TO THE GRANT OF PERFORMANCE SHARES UNDER
THE NOKIA PERFORMANCE SHARE PLAN 2007 IN USA

Amendments to the Nokia Performance Share Plan 2007

For purposes of Section 409A of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), the Nokia Performance Share Plan 2007 ("Plan") is
amended, effective as of March 29, 2007, 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 29, 2007, 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 2009, or as soon as practicable thereafter.

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 HR 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
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 two
times the Grant Amount at the beginning of the next closest calendar quarter
following the date on which Nokia HR has been informed of the Participant's
death, or as soon as practicable thereafter.

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, modify the Plan Rules or
grant documents to: (i) comply with, or avoid being subject to, Section 409A of
the Code, (ii) avoid the imposition of 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 2007
remains in full force and effect.