AMENDMENT NO. 4 TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

Exhibit 10.2(d)

AMENDMENT NO. 4
TO
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

THIS AMENDMENT NO. 4 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT is effective as of July 25, 2001 and is entered into by and among Nextel Partners, Inc., a Delaware corporation (the “Company”), and the shareholders listed on the signature pages hereto (collectively, the “Signatories”).

WHEREAS, the parties hereto are parties to that certain Shareholders’ Agreement, dated as of January 29, 1999 (the “Original Shareholders’ Agreement”), as amended and restated on February 18, 2000, by and among the Company and the other parties specified therein, as further amended by Amendment No. 1 thereto effective as of February 22, 2000, by and among the Company and the other parties specified in such Amendment No. 1, as further amended by Amendment No. 2 effective as of March 20, 2001, by and among the Company and the other parties specified in such Amendment No. 2, and as further amended by Amendment No. 3 effective as of April 18, 2001, by and among the parties specified in such Amendment No. 3 (collectively, the “Shareholders’ Agreement”);

WHEREAS, the parties have determined to amend the Shareholders’ Agreement in accordance with Section 8.04 thereof, as provided herein;

NOW, THEREFORE, each of the parties hereto agrees to amend the Shareholders’ Agreement as follows:

1. New Section 3.10.  There is hereby inserted into the Shareholders’ Agreement a new Section 3.10, immediately after existing Section 3.09 and immediately prior to existing Article 4, which shall read as follows:

“Section 3.10.  Hedging Transactions.  Notwithstanding anything in this Agreement to the contrary, the Shareholders may transfer their Shares without complying with the provisions set forth in Section 3.01(c), the second sentence of Section 3.04(c) or Sections 3.05, 3.06 and 3.07 of the Shareholders’ Agreement in a transaction that constitutes a bona fide “hedging transaction,” such as a variable pre-paid forward hedge or similar transaction, for the sole purpose of offsetting such Shareholder’s investment risk with respect to the Shareholders’ equity investment in the Company; provided, however, that (a) in any such transaction, a Shareholder may not subject to the hedging transaction more than an aggregate of 20% of such Shareholder’s Initial Ownership, (b) a Shareholder may not engage in more than one hedging transaction in any twelve-month period and (c) the date that the Shareholder executes any documents or otherwise commits to engage in any such hedging transaction must be at least twelve months prior to the date on which the Shareholders’ ownership interest in any of the Shares involved in such hedging transaction are transferred, assigned or otherwise conveyed; provided, further, that all other provisions of the Shareholders’ Agreement shall continue to apply to such hedging transactions, including, without limitation, (x) the terms and conditions of Section 3.04(d) and (y) each of Eagle River, Motorola and each Management Shareholder and their respective Permitted Transferees shall nevertheless remain subject to the terms and conditions of Section 3.04(a) of this Agreement.”

2.             The parties hereto hereby acknowledge that pursuant to Section 6.01(a) of the Shareholders’ Agreement, upon written consent of all parties to that certain IPO Approval and Lockup Agreement dated effective as of February 22, 2000, as amended as of April 18, 2001, a Demand Registration may be made prior to August 22, 2001.

3. Definitions.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Shareholders’ Agreement.

SIGNATURE PAGES FOLLOW

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Amended and Restated Shareholders’ Agreement to be duly executed by their respective authorized officers.

	NEXTEL PARTNERS, INC., a Delaware corporation
	By:		/s/  XXXX XXXXXXX
			Name: Xxxx Xxxxxxx
			Title: CEO
			Date: 6/22/01
	NEXTEL WIP CORP., a Delaware corporation
	By:		/s/  XXXXXXX XXXXXXX
			Name:  Xxxxxxx Xxxxxxx
			Title:  President
			Date:
	DLJ MERCHANT BANKING PARTNERS II, L.P., a Delaware Limited Partnership
	By:		/s/  XXXX XXXX
			Name:  Xxxx Xxxx
			Title:  MD
			Date:  June 26, 2001
	DLJ MERCHANT BANKING PARTNERS II–A, L.P., a Delaware Limited Partnership
	By:		DLJ Merchant Banking II, Inc., as managing general partner
	By:		/s/  XXXX XXXX
			Name:  Xxxx Xxxx
			Title:  MD
			Date:  June 26, 2001
	DLJ OFFSHORE PARTNERS II, C.V., a Netherlands  Antilles Limited Partnership
		By:		DLJ Merchant Banking II, Inc., as advisory general partner
	By:		/s/  XXXX XXXX
			Name:  Xxxx Xxxx
			Title:  MD
			Date:  6/26/01
	DLJ DIVERSIFIED PARTNERS, L.P., a Delaware Limited Partnership
	By:		DLJ Diversified Partners, Inc., as managing general partner
	By:		/s/  XXXX XXXX
			Name:  Xxxx Xxxx
			Title:  MD
			Date:  6/26/01
	DLJ DIVERSIFIED PARTNERS-A, L.P., a Delaware Limited Partnership
	By:		DLJ Diversified Partners, Inc. as managing general partner
	By:			/s/  XXXX XXXX
			Name:  Xxxx Xxxx
			Title:  MD
			Date:  6/26/01
	DLJ MILLENNIUM PARTNERS, L.P., a Delaware Limited Partnership
	By:		DLJ Merchant Banking II, Inc. as managing general partner
	By:			/s/  XXXX XXXX
			Name:  Xxxx Xxxx
			Title:  MD
			Date:  6/26/01
	DLJ MILLENNIUM PARTNERS-A, L.P.
	By:		DLJ Merchant Banking II, Inc. as managing general partner
	By:			/s/  XXXX XXXX
			Name:  Xxxx Xxxx
			Title:  MD
			Date:  6/26/01
	DLJMB FUNDING II, INC., a Delaware corporation
	By:		/s/  XXXX XXXX
			Name:  Xxxx Xxxx
			Title:  MD
			Date:  6/26/01
	DLJ FIRST ESC, L.P
	By:		DLJ LBO Plans Management Corporation, as manager
	By:		/s/  XXXX XXXX
			Name:  Xxxx Xxxx
			Title:  MD
			Date:  6/26/01
	DLJ EAB PARTNERS, L.P.
	By:	DLJ LBO Plans Management Corporation, as managing general partner
	By:	/s/  XXXX XXXX
		Name:  Xxxx Xxxx
		Title:  MD
		Date:  6/26/01
	DLJ ESC II, L.P.
	By:	DLJ LBO Plans Management Corporation, as manager
	By:	/s/  XXXX XXXX
		Name:  Xxxx Xxxx
		Title:  MD
		Date:  6/26/01
	UK INVESTMENT PLAN 1997 PARTNERS, a Delaware Limited Partnership
	By:	UK Investment Plan 1997 Partners, Inc., as general partner
	By:	/s/  XXXX XXXX
		Name:  Xxxx Xxxx
		Title:  MD
		Date:  6/26/01
	MADISON DEARBORN CAPITAL PARTNERS II, L.P.
	By:	Madison Dearborn Partners II, L.P., its General Partner
	By:	Madison Dearborn Partners Inc., its General Partner
	By:	/s/  XXXXXX XXXXXXX
		Name:  Xxxxxx Xxxxxxx
		Title:  Managing Director
		Date:
	EAGLE RIVER INVESTMENTS, L.L.C. a Washington limited liability company
				By:	/s/  XXXXXX XXXXXXXX
		Name:
		Title:
		Date:
	MOTOROLA, INC., a Delaware corporation
	By:	/s/  XXXXX X. XXXXX
		Name:
		Title:
		Date:
	/s/  XXXX XXXXXXX
	XXXX XXXXXXX
	/s/  XXXXX XXXXXXXXX
	XXXXX XXXXXXXXX
	/s/  XXXX XXXXXXX
	XXXX XXXXXXX

	/s/  XXXX XXXXXXXX
	XXXX XXXXXXXX
	/s/  XXXXX XXXXXX
	XXXXX XXXXXX
	/s/  XXXXX AAS
	XXXXX AAS
	JDT-JRT, L.L.C.
	By:	/s/  XXXX X. XXXXXXXX
		Name:  Xxxx X. Xxxxxxxx
		Title:  Manager
		Date:
	JRC COHO, L.L.C.
	By:	/s/  XXXX X. XXXXXXX
		Name:  Xxxx X. Xxxxxxx
		Title:  Manager
		Date:
	PSS-MSS, LP
	By:	/s/  XXXXX XXXXXXXXX
		Xxxxx Xxxxxxxxx, General partner