S-8

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

____________________

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

____________________

NOKIA CORPORATION

(Exact name of Registrant as specified in its charter)

Republic of Finland (State or other jurisdiction of incorporation or organization) Not Applicable (I.R.S. Employer Identification Number)

Keilalahdentie 4, P.O. Box 226

FIN-00045 NOKIA GROUP

Espoo, Finland

(011) 358-9-18071

(Address and telephone number of Registrant’s principal executive offices)

NOKIA PERFORMANCE SHARE PLAN 2009

NOKIA RESTRICTED SHARE PLAN 2009

NOKIA STOCK OPTION PLAN 2007

NOKIA HOLDING INC. EMPLOYEE STOCK PURCHASE PLAN (RESTATED)

NOKIA RETIREMENT SAVINGS AND INVESTMENT PLAN, AS AMENDED AND RESTATED

(Full title of the plans)

Benjamin C. Adams

Nokia Holding, Inc.

102 Corporate Park Drive

White Plains, NY 10604

+1 (914) 368-0400

(Name, address and telephone number of agent for service)

Copies to:

Doreen E. Lilienfeld, Esq.

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

+1 (212) 848 7171

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer  x     Accelerated filer  □     Non-accelerated filer  □     Smaller reporting company  □

CALCULATION OF REGISTRATION FEE
Title of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Security	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Shares of Nokia Corporation (1)	13,100,000(2)	$8.85 (3)	$115,935,000.00	$4,556.25

(1) American Depositary Receipts evidencing American Depositary Shares (“ADSs”) issuable on deposit of shares of Nokia Corporation (the “Shares”) have been registered pursuant to a separate Registration Statement on Form F-6 (Registration No 333-105373 and currently are traded on the New York Stock Exchange under the ticker symbol “NOK.”  Each ADS represents one Share.  Pursuant to Rule 416 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional Shares that become deliverable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding Shares to be offered or sold pursuant to the plans.

(2) Represents an aggregate of 13,100,000 Shares, of which 2,600,000 Shares are available for future issuance under the Nokia Performance Share Plan 2009, 1,300,000 Shares are available for future issuance under the Nokia Restricted Share Plan 2009, 2,600,000 Shares available for future issuance under the Nokia Stock Option Plan 2007, 3,000,000 Shares are available for purchase pursuant to the Nokia Holding Inc. Employee Stock Purchase Plan (Restated), and 3,000,000 Shares are available for purchase pursuant to the Nokia Retirement Savings and Investment Plan, as Amended and Restated.

(3) Estimated solely for the purpose of calculating the registration fee.  Such estimate is calculated pursuant to Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices ($9.17 and $8.52, respectively) of Nokia Corporation ADSs on the New York Stock Exchange on March 6, 2009.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the U.S. Securities Act of 1933, as amended (hereinafter, the “Securities Act”), and the “Note” to Part I of Form S-8.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference as of their respective dates in this Registration Statement:

(a)           the Registrant’s Form 20-F for the fiscal year ended December 31, 2008 (File No. 001-13202), filed on March 5, 2009;

(b)           the Registrant's Form 11-K for the fiscal year ended December 31, 2007 (File No. 001-13202), filed on June 30, 2008; and 

(c)           the description of the Registrant’s Shares (the “Shares”), registered under Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), contained in “Item 9.  The Offer and Listing” and “Item 10.  Additional Information,” respectively, of the Form 20-F described in, and incorporated by reference in, paragraph (a) above.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Articles of Association of the Registrant contain no provisions under which any member of the Board of Directors or officers is indemnified in any manner against any liability which he may incur in his capacity as such.  Article 12 of the Articles of Association of

the Registrant, however, provides inter alia, that the “Annual General Meeting shall … take resolutions on … discharging the members of the Board of Directors and the President from liability.”

The Registrant maintains liability insurance for its Board of Directors and certain of its officers.  Such persons are insured against liability for “wrongful acts,” including breach of duty, breach of trust, neglect, error and misstatement.  

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8.  Exhibits.

See Exhibit Index.

Item 9.  Undertakings.

(a)           The undersigned Registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to this Registration Statement which shall include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2)           That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)           The undersigned Registrant hereby further undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)           Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for

5

indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

6

Part III

SIGNATURES

The Registrant.   Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Helsinki, Republic of Finland on March 9, 2009.

NOKIA CORPORATION

By:	/s/ Kaarina Ståhlberg	By:	/s/ Leena Siirala
Name:	Kaarina Ståhlberg	Name:	Leena Siirala
Title:	Vice President, Assistant General Counsel	Title:	Director, Corporate Legal

7

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Ms. Kaarina Ståhlberg and/or Ms. Leena Siirala his/her true and lawful attorney-in-fact and agent, each acting alone, each with full power of substitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any or all amendments, including post-effective amendments, and supplements to this Nokia Corporation Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney(s)-in-fact and agent(s) full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney(s)-in-fact and agent(s), or his/her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the indicated capacities on March 9, 2009.

Members of the Board of Directors:

/s/ Georg Ehrnrooth	Director
Name:  Georg Ehrnrooth
/s/ Lalita D. Gupte	Director
Name:  Lalita D. Gupte
/s/ Bengt Holmström	Director
Name:  Dr. Bengt Holmström
/s/ Henning Kagermann	Director
Name:  Prof. Dr. Henning Kagermann
/s/ Olli-Pekka Kallasvuo	Director
Name:  Olli-Pekka Kallasvuo

8

/s/ Per Karlsson	Director
Name:  Per Karlsson
/s/ Jorma Ollila	Chairman of the Board of Directors
Name:  Jorma Ollila
/s/ Dame Marjorie Scardino	Vice Chairman, Director
Name:  Dame Marjorie Scardino
/s/ Keijo Suila	Director
Name: Keijo Suila
/s/ Risto Siilasmaa	Director
Name:  Risto Siilasmaa
President and Chief Executive Officer:
/s/ Olli-Pekka Kallasvuo
Name:  Olli-Pekka Kallasvuo

Chief Financial Officer (whose functions

include those of Chief Accounting Officer):

/s/ Richard A. Simonson

Name:  Richard A. Simonson

9

Authorized Representative in the United States:

/s/ Benjamin C. Adams

Name:  Benjamin C. Adams

10

EXHIBIT INDEX

Exhibit No.	Description of Document
4.1	Articles of Association of the Registrant (English translation) (incorporated by reference to the Registrant’s Form S-8 (File No. 333-142662), filed with the Commission on May 7, 2007).
4.2	Amended and Restated Deposit Agreement dated March 28, 2000 by and among Nokia Corporation, Citibank, N.A., as Depositary, and the Holders from time to time of American Depositary Receipts representing American Depositary Shares issued thereunder (incorporated by reference to Registrant’s Post Effective Amendment to Form F-6 Registration Statement (Registration No. 333-11740), filed with the Commission on February 6, 2008).
*4.3	Terms and Conditions of the Nokia Performance Share Plan 2009.
*4.4	Terms and Conditions of the Nokia Restricted Share Plan 2009.
4.5	Terms and Conditions of the Nokia Stock Option Plan 2007 (incorporated by reference to the Registrant’s Form S-8 (Registration No. 333-142662) filed with the Commission on May 7, 2007).
4.6	Nokia Retirement Savings and Investment Plan, as Amended and Restated (incorporated by reference to the Registrant’s Form S-8 (Registration No. 333-141674) filed with the Commission on March 29, 2007).
4.7	Nokia Holding, Inc. Employee Stock Purchase Plan (Restated) (incorporated by reference to the Registrant’s Form S-8 (Registration No. 333-141674) filed with the Commission on March 29, 2007).
*5.1	Opinion of Kaarina Ståhlberg, VP, Assistant General Counsel of the Registrant, as to the validity of the shares to be issued pursuant to the Nokia Performance Share Plan 2009, the Nokia Restricted Share Plan 2009, the Nokia Stock Option Plan 2007, the Nokia Holding Inc. Employee Stock Purchase Plan, and the Nokia Retirement Savings and Investment Plan, as amended.
*23.1	Consent of PricewaterhouseCoopers Oy, Helsinki, Finland, Independent Registered Public Accounting Firm.
*23.2	Consent of PricewaterhouseCoopers LLP, Dallas, Texas, Independent Registered Public Accounting Firm.
*23.3	Consent of Kaarina Ståhlberg, VP, Assistant General Counsel of the Registrant (included in Exhibit 5.1).
*24	Power of Attorney (included on signature page).
* Filed herewith.

11 

EX-4.3

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 performanceis 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 performanceis 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.

 3(6)

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.

 4(6)

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 casethe 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.

EX-4.4

EXHIBIT 4.4

 1(5)

TERMS AND CONDITIONS OF THE NOKIA RESTRICTED SHARE PLAN 2009

1.  Purpose and Scope of the Plan

The purpose of the Nokia Restricted Share Plan 2009 is to recruit, retain, reward and motivate selected key employees, employees with high potential, and critical employees. This Plan is also intended to promote share ownership of these key employees. To accomplish these objectives Nokia may grant eligible Nokia Group employees Nokia Shares under this Plan.

The Plan may result in a grant of a maximum of 5 000 000 Restricted Shares. The Board determines the general guidelines under the Plan and approves the grants to eligible employees within its authorities. Grants of Restricted Shares under these terms and conditions may be made between January 1, 2009 and December 31, 2009, inclusive.

2.  Definitions

Board: Board of Directors of Nokia Corporation.

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

Nokia: Nokia Corporation.

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

Plan: Restricted Share Plan 2009 of Nokia.

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

Restriction Period: Period after which the Shares shall be settled to the Participant. The Restriction Period shall be no less than 3 years from the date when the Restricted Shares were granted to the Participant.

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

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

3.  Grant of Restricted Shares

At grant, each Participant is offered a Grant Amount of Restricted Shares. Nokia will notify each Participant of the grant.

 2(5)

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.  Restriction Period

The Shares shall be settled to the Participant after the end of the Restriction Period. The end of the Restriction Period shall be specified to the Participant in the grant communication.

During the Restriction Period, the Participant does not have any legal ownership or any other rights relating to the Shares. The Participant shall not be entitled to any dividend or have any voting rights or any other rights as a shareholder to the Shares until and unless the Shares have been transferred to the Participant.

5.  Settlement

On the Settlement Date Nokia will complete the settlement of the Shares by transferring the applicable number of Shares or their cash equivalent  to the Participant’s book-entry, brokerage or other bank account, provided that the Participant has complied with these terms and conditions and performed all the 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.

Nokia may, at its sole discretion, use for the settlement of 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.

6.  Changes in Employment

If the employment of the Participant with Nokia Group terminates prior to the end of the Restriction 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 end of the Restriction Period, Nokia has the right to settle the Restricted Shares at the Grant Amount prior to the end of the Restriction Period. If made, such special settlement will constitute full and final settlement of that Restricted Share grant.

If the employment of the Participant terminates prior to the end of the Restriction Period by any other reason than those mentioned above, Nokia is entitled to redeem the Restricted Share grant from the Participant without consideration, in which case the Participant shall not be entitled to any settlement under the Plan.

In cases of voluntary and/or statutory leave of absence of the Participant, Nokia has the right to defer the end of the Restriction Period or prorate the settlement of Restricted Shares.

7.  Breach of the 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

 3(5)

instructions given by Nokia, Nokia may at its discretion at any time prior to settlement rescind the grant of Restricted Shares.

8.  Terms of Employment

The grant or settlement of Restricted Shares does not constitute a term or a condition of the Participant’s employment contract with Nokia under applicable local laws. The Restricted Shares 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 Restricted 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 Restriction 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 Restricted 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 fulfill employment related or other obligations upon the grant or settlement of Restricted Shares, or when 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 a potential sale of the Shares on behalf of the Participants for the completion of such measures.

10.  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 Restricted Share grants that are then outstanding, but not settled.

11.  Administration

The Plan shall be administered on behalf of Nokia 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 deems necessary or appropriate for the administration of the Plan. Such action may also affect the Restricted Share grants that are then outstanding, but not settled.

Nokia has the right to determine the practical manner of administration and settlement of the Restricted Shares, including but not limited to the acquiring, 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 Restricted Share grants.

 4(5)

12.  Governing Law

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.

13.  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 Restricted Share grants. The personal data may be administered and processed by either 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.

 5(5)

SUPPLEMENT TO THE GRANT OF RESTRICTED SHARES UNDER

 THE NOKIA RESTRICTED SHARE PLAN 2009 IN USA

Amendments to the Nokia Restricted Share Plan 2009

For purposes of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Nokia Restricted 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 grants that 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.           In no event shall the Settlement Date occur later than the last banking day of the calendar year in which the Restriction Period ends.

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 Restricted Shares after the end of the Restriction Period on the Settlement Date.

3.           If a Participant’s employment terminates prior to the end of the Restriction Period by reason of retirement, early retirement, or permanent disability, the Participant will retain the right to settlement of the Restricted Shares at the end of the Restriction Period on the Settlement Date.  If a Participant’s employment terminates due to death, Nokia will settle the Restricted Shares at the Grant Amount prior to the end of the Restriction Period 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 Restricted 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 Restricted Share Plan 2009 remains in full force and effect.

EX-5.1

EXHIBIT 5.1

Nokia Corporation

P.O. Box 226

FIN-00045 NOKIA GROUP

FINLAND

Ladies and Gentlemen,

I am the Assistant General Counsel of Nokia Corporation, a company incorporated under the laws of the Republic of Finland (the “Company”), and, as such, I have acted on behalf of the Company in connection with its offering of awards of performance shares (the “Performance Shares”), restricted shares (the “Restricted Shares”) and stock options (the “Stock Options”) with respect to the shares of the Company, to eligible Company employees in the United States as part of a worldwide employee offering (the “Employee Offering”) that is being undertaken to incentivise the selected employees of the Company and its subsidiaries and affiliates. Holders of Performance Shares, Restricted Shares or Stock Options will be entitled to receive shares of the Company (each, a “Share”). American Depository Shares (the “ADSs”), each representing one Share, are listed on the New York Stock Exchange.

In connection with the opinions expressed below, I have examined:

(i) the terms and conditions of the Employee Offering; i.e., the Nokia Restricted Share Plan 2009 and the Nokia Performance Share Plan 2009, as approved by the Board of Directors of the Company in their meeting held on January 22, 2009; the Nokia Stock Option Plan, as approved by the shareholders of the Company at the Annual General Meeting of the shareholders of the Company held on May 3, 2007; the Nokia Holding, Inc. Employee Stock Purchase Plan (Restated); and the Nokia Retirement Savings and Investment Plan, as Amended and Restated.

(ii) the form of documentation to be furnished to employees eligible to participate in the Employee Offering, including a copy of the prospectuses prepared in accordance with the requirements of Part I of Form S-8 under the United States Securities Act of 1933, as amended (the “Securities Act”);

(iii) a signed copy of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) relating to the Employee Offering, which Registration Statement is being filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on the date hereof;

(iv) the Articles of Association of the Company; and

(v) originals, or copies certified or otherwise identified to my satisfaction, of such documents, as I have deemed necessary and appropriate as a basis for the opinion hereinafter expressed.

Based on the foregoing and having regard for such legal considerations as I deem relevant, I am of the opinion that: (1) the Performance Shares, Restricted Shares and Stock Options to be offered to eligible employees pursuant to the Employee Offering will represent legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms and (2) the Shares to be issued upon settlement of the Performance Shares and Restricted Shares, in connection with the Employee Offering will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable.

I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. I am a lawyer admitted to practice in Finland and I am not admitted in, do not hold myself as being an expert on, and do not express any opinion on the law of any jurisdiction other than the laws of the Republic of Finland.

Very truly yours,

/s/ Kaarina Ståhlberg

Kaarina Ståhlberg

Vice President, Assistant General Counsel

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reportdated March 5, 2009 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Nokia Corporation’s Annual Report on Form 20-F for the year ended December 31, 2008.

/s/ PricewaterhouseCoopers Oy

PricewaterhouseCoopers Oy

Helsinki, Finland

March 5, 2009

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 30, 2008 relating to the financial statements, which appears in the Annual Report of the Nokia Retirement Savings and Investment Plan on Form 11-K for the year ended December 31, 2007.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Dallas, Texas

March 9, 2009