AMENDMENT NO. 7

Exhibit 10.2(g)

AMENDMENT NO. 7

TO
THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

THIS AMENDMENT NO. 7 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (“Amendment”) shall be deemed effective as of October 18, 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, 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, as further amended by Amendment No. 6 thereto effective as of July 24, 2002 by and among the Company and the other parties specified in such Amendment No. 6 (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 3.14.  There is hereby inserted into the Shareholders’ Agreement a new Section 3.14, immediately after existing Section 3.13, which shall read as follows:

“SECTION 3.14  Special MDP Transfer Right.  The parties to the Shareholders’ Agreement consent to, acknowledge and agree that MDP may transfer forty-four thousand nine hundred twenty-five (44,925) of MDP’s Shares to Xxxx X. Xxxxx, an individual (“Xxxxx”).  It is understood and agreed that (i) such transfer of the Shares need not be made in compliance with any of the restrictions on transfer and related processes imposed pursuant to any other provisions of this Agreement, (ii) such transfer of the Shares shall only be made in compliance with, and to the extent permitted by, applicable laws, rules, regulations or statutes, and that the parties involved in such transfer shall be solely responsible for assuring such compliance; and (iii) the transferred Shares, immediately following the transfer to Xxxxx, shall no longer be subject to any of the provisions of the Shareholders’ Agreement.

2. New Section 3.15.  There is hereby inserted into the Shareholders’ Agreement a new Section 3.15, immediately after existing Section 3.14, which shall read as follows:

“SECTION 3.15  Charitable Transfers.  The parties to the Shareholders’ Agreement consent to, acknowledge and agree that the parties to the Shareholders’ Agreement may transfer all or any portion of their Shares to an organization that qualifies under Internal Revenue Code 501(c)(3) as a “not for profit” organization.  It is understood and agreed that (i) any such transfers of the Shares need not be made in compliance with any of the restrictions on transfer and related processes imposed pursuant to any other provisions of this Agreement, (ii) any such transfers of the Shares shall only be made in compliance with, and to the extent permitted by, applicable laws, rules, regulations or statutes, and that the parties involved in such transfers shall be solely responsible for assuring such compliance; and (iii) the transferred Shares, immediately following any such transfers shall no longer be subject to any of the provisions of the Shareholders’ Agreement.

3. 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. 7 to the Amended and Restated Shareholders’ Agreement to be duly executed by their respective authorized officers.

	NEXTEL PARTNERS, INC., a Delaware corporation
	By:		/s/ XXXXXX X. XXXXXXX
			Name: Xxxxxx X. Xxxxxxx
			Title: Vice President
			Date:  12/16/02
	NEXTEL WIP CORP., a Delaware corporation
	By:	/s/ XXXXXXX XXXXXXX
		Name: Xxxxxxx Xxxxxxx
		Title:  President and CEO
		Date: 12/17/02
	DLJ MERCHANT BANKING PARTNERS II, L.P., a Delaware Limited Partnership
	By:	/s/ XXXXXX XXXX
		Name: Xxxxxx Xxxx
		Title: Managing Director
		Date: 12/16/02

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	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
		Date:  12/16/02
	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
		Date: 12/16/02
	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
		Date:  12/16/02

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	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
		Date: 12/16/02
	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
		Date: 12/16/02
	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
		Date: 12/16/02
	DLJMB FUNDING II, INC. a Delaware corporation
	By:	/s/ XXXXXX XXXX
		Name: Xxxxxx Xxxx
		Title: Managing Director
		Date: 12/16/02

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	DLJ FIRST ESC, L.P.
	By:	DLJLBO Plans Management corporation, as Manager
	By:	/s/ XXXXXX XXXX
		Name: Xxxxxx Xxxx
		Title: Managing Director
		Date:
	DLJEAB PARTNERS, L.P.,
	By:	DLJLBO Plans Management Corporation, as managing general partner
	By:	/s/ XXXXXX XXXX
		Name: Xxxxxx Xxxx
		Title: Managing Director
		Date:
	DLJ ESC II, L.P.
	By:	DLJLBO Plans Management Corporation, as manager
	By:	/s/ XXXXXX XXXX
		Name: Xxxxxx Xxxx
		Title: Managing Director
		Date: 12/16/02
	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
		Date: 12/16/02

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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
		Date: 12/17/02
	EAGLE RIVER INVESTMENTS, L.L.C., a Washington limited liability company
	By:	/s/ XXXXXX XXXXXXXX
		Name:
		Title:
		Date:
	MOTOROLA, INC., a Delaware corporation
	By:
		Name:
		Title:
		Date:

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	/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
	JRC-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
		Name: Xxxxx Xxxxxxxxx
		Title: General Partner
		Date:

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