AMENDMENT NO. 6

Exhibit 10.2 (f)

EXECUTION COPY

AMENDMENT NO. 6

TO

THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

THIS AMENDMENT NO. 6 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (“Amendment”) is effective as of July 24, 2002 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, 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 thereto effective as of March 20, 2001, by and among the Company and the other parties specified in such Amendment No. 2, as further amended by Amendment No. 3 thereto effective as of April 18, 2001, by and among the Company and the other parties specified in such Amendment No. 3, as further amended by Amendment No. 4 thereto effective as of July 25, 2001 , by and among the Company and the other parties specified in such Amendment No. 4, and as further amended by Amendment No. 5 thereto effective as of June 13, 2002, by and among the Company and the other parties specified in such Amendment No. 5 (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. Amendments to Section 2.01.  Existing Section 2.01(a) of the Shareholders’ Agreement is hereby deleted and replaced in its entirety with the following new Section 2.01(a):

“SECTION 2.01 Composition of the Board. (a)  The Board shall consist of eight members, of whom three shall be designated in accordance with the Company’s Restated Certificate of Incorporation (the “Certificate”) and Bylaws, one of whom shall be nominated by DLJMB (such director, a “DLJMB Nominee”), but who will otherwise be elected in accordance with the Certificate and Bylaws, one of whom shall be designated by NWIP (such director, a “NWIP Designee”), one of whom shall be designated by Eagle River (such director, an “Eagle River Designee”), one of whom shall be designated by MDP (such director, an “MDP Designee”), and one of whom shall be the chief executive officer of the Company.”

In addition, the reference in Section 2.01(c) of the Shareholders’ Agreement to “seven” members of the Board of Directors is hereby amended to “eight.”

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

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to the 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: President, CEO and Chairman
		NEXTEL WIP CORP., a Delaware corporation
		By:	/s/ Xxxxxxx Xxxxxxx
			Name: Xxxxxxx Xxxxxxx
			Title: President and CEO
		DLJ MERCHANT BANKING PARTNERS II, L.P., a Delaware Limited Partnership
		By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Managing Director
		DLJ MERCHANT BANKING PARTNERS II-A, L.P., a Delaware Limited Partnership
		By:	DLJ Merchant Banking II, Inc., as managing general partner
		By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Managing Director

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		DLJ OFFSHORE PARTNERS II, C.V., a Netherlands Antilles Limited Partnership
		By:	DLJ Merchant Banking II, Inc., as advisory general partner
		By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Managing Director
		DLJ DIVERSIFIED PARTNERS, L.P., a Delaware Limited Partnership
		By:	DLJ Diversified Partners, L.P., as managing general partner
		By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Managing Director
		DLJ DIVERSIFIED PARTNERS-A, L.P., a Delaware Limited Partnership
		By:	DLJ Diversified Partners, Inc., as managing general partner
		By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Managing Director

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		DLJ MILLENNIUM PARTNERS-A, L.P., a Delaware Limited Partnership
		By:	DLJ Merchant Banking II, Inc., as managing general partner
		By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Managing Director
		DLJ MILLENNIUM PARTNERS-A, L.P.
		By:	DLJ Merchant Banking II, Inc. as managing general partner
		By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Managing Director
		DLJMB FUNDING II, INC. a Delaware corporation
		By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Managing Director
		DLJ FIRST ESC, L.P.
		By:	DLJLBO Plans Management corporation, as Manager
		By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Managing Director

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		DLJEAB PARTNERS, L.P.,
		By:	DLJLBO Plans Management Corporation, as managing general partner
		By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Managing Director
		DLJ ESC II, L.P.
		By:	DLJLBO Plans Management Corporation, as manager
		By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Managing Director
		UK INVESTMENT PLAN 1997 PARTNERS, a Delaware Limited Partnership
		By:	UK Investment Plan 1997 Partners, Inc., as general partner
		By:	/s/ Xxxxxx Xxxx
			Name: Xxxxxx Xxxx
			Title: Managing Director

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		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
		EAGLE RIVER INVESTMENTS, L.L.C., a Washington limited liability company
		By:	/s/ Xxxxxx Xxxxxxxx
			Name: Xxxxxx Xxxxxxxx
			Title: Vice Chairman
		MOTOROLA, INC., a Delaware corporation
		By:	/s/ Xxxxx X. Xxxx
			Name: Xxxxx X. Xxxx
			Title: Executive Vice President and President, Global Stragety and Corporate Development
		/s/ Xxxx Xxxxxxx
		XXXX XXXXXXX
		/s/ Xxxxx Xxxxxxxxx
		XXXXX XXXXXXXXX
		/s/ Xxxx Xxxxxxx
		XXXX XXXXXXX
		/s/ Xxxx Xxxxxxxx
		XXXX XXXXXXXX

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		/s/ Xxxxx Xxxxxx
		XXXXX XXXXXX
		/s/ Xxxxx Aas
		XXXXX AAS
		JRC-JRT, L.L.C.
		By:	/s/ Xxxx X. Xxxxxxxx
			Name: Xxxx X. Xxxxxxxx
			Title: Manager
		JRC COHO, L.L.C.
		By:	/s/ Xxxx Xxxxxxx
			Name: Xxxx X. Xxxxxxx
			Title: Manager
		PSS-MSS, LP
		By:	/s/ Xxxxx Xxxxxxxxx
			Name: Xxxxx Xxxxxxxxx
			Title: General Partner

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