AMENDMENT NO. 6 TO THE AMENDED AND RESTATED SHAREHOLDERSAGREEMENT

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.

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