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                                                                   Exhibit 10.44

                              NEXTEL PARTNERS, INC.

                      Warrant for the Purchase of Shares of
                 Class A Common Stock of Nextel Partners, Inc.

No. 1                                                        Warrant to Purchase
                                                                  198,073 Shares

            NEITHER THIS SECURITY NOR ANY OF THE SECURITIES ISSUABLE UPON
            EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE
            OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS
            ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, VOTING AND
            OTHER MATTERS AS SET FORTH IN THE SHAREHOLDERS' AGREEMENT AND THE
            CUSTODIAL AGREEMENT (AS SUCH TERMS ARE HEREIN DEFINED), COPIES OF
            WHICH MAY BE OBTAINED UPON REQUEST FROM THE COMPANY.

      FOR VALUE RECEIVED, NEXTEL PARTNERS, INC., a Delaware corporation (the
"Company"), hereby certifies that MADISON DEARBORN CAPITAL PARTNERS II, L.P.,
its successor or permitted assigns (the "Holder"), is entitled, subject to the
provisions of this Warrant, to purchase from the Company, at the times specified
herein, 198,073 fully paid and non-assessable shares of common stock of the
Company, par value $0.00l per share (the "Warrant Shares"), at a purchase price
per share equal to the Exercise Price (as hereinafter defined). The number of
Warrant Shares to be received upon the exercise of this Warrant and the price to
be paid for a Warrant Share are subject to adjustment from time to time as
hereinafter set forth.
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      (a) DEFINITIONS.

      (1) The following terms, as used herein, have the following meanings:

      "Affiliate" shall have the meaning given to such term in Rule 12b-2
promulgated under the Securities and Exchange Act of 1934, as amended.

      "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized or required by law
to close.

      "Common Stock" means the authorized Class A Common Stock, par value $0.001
per share, of the Company.

      "Custodial Agreement" means the agreement between the Bank of Montreal
Trust Company and the Company dated as of the date hereof.

      "Duly Endorsed" means duly endorsed in blank by the Person or Persons in
whose name a stock certificate is registered or accompanied by a duly executed
stock assignment separate from the certificate with the signature(s) thereon
guaranteed by a commercial bank or trust company or a member of a national
securities exchange or of the National Association of Securities Dealers, Inc.

      "Exercise Price" means $0.01 per Warrant Share, such Exercise Price to be
adjusted from time to time as provided herein.

      "Expiration Date" means January 29, 2004 at 5:00 p.m. New York City time.

      "Fair Market Value" means, with respect to one share of Common Stock on
any date, the Current Market Price Per Common Share (as defined in paragraph
(h)(3)).

      "Person" means an individual, partnership, corporation, limited liability
company, trust, joint stock company, association, joint venture, or any other
entity or organizations including a government or political subdivision or an
agency or instrumentality thereof.

      "Preferred Stock" means the Series A Convertible Preferred Stock, par
value $0.001 per share, of the Company.

      "Principal Holders" means, on any date, the Holders of at least 25% of the
Warrants.


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      "Shareholders' Agreement" means the Shareholders' Agreement dated as of
the date hereof among Nextel Partners, Inc., Nextel WIP Corp., Eagle River
Investments, LLC, Motorola, Inc., DLJ Merchant Banking Partners II, L.P., and
the other shareholders named therein.

      "transfer" shall have the meaning assigned to such term in the
Shareholders' Agreement.

      "Warrants" means the Warrants issued to Madison Dearborn Capital Partners
II, L.P. under the Subscription Agreement dated January 29, 1999 among the
Company and the subscribers listed on the signature pages thereof.

      (2) Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Shareholders' Agreement.

      (b) EXERCISE OF WARRANT.

                  (1) The Holder is entitled to exercise this Warrant in whole
            or in part at any time, or from time to time, beginning 60 days
            after the date hereof until the Expiration Date or, if such day is
            not a Business Day, then on the next succeeding day that shall be a
            Business Day. Notwithstanding the preceding sentence, if the
            Non-Nextel Shareholders (as defined in the Shareholders' Agreement)
            exercise their Put Right (as defined in the Shareholders' Agreement)
            or NWIP elects to exercise its NWIP Call Right (as defined in the
            Shareholders' Agreement) this Warrant shall terminate upon the
            closing of the exercise of the Put Right or the NWIP Call Right and
            the Company's book and records shall reflect such termination unless
            the Holder has exercised this Warrant prior to such closing. To
            exercise this Warrant, the Holder shall execute and deliver to the
            Company a Warrant Exercise Notice substantially in the form annexed
            hereto. No earlier than ten days after delivery of the Warrant
            Exercise Notice, the Holder shall deliver to the Company this
            Warrant Certificate, including the Warrant Exercise Subscription
            Form forming a part hereof duly executed by the Holder, together
            with payment of the applicable Exercise Price, provided however,
            that in connection with a public offering of the Common Stock, a
            Holder may deliver the Warrant Exercise Notice, the Warrant Exercise
            Subscription Form and this Warrant Certificate to the Company
            simultaneously and provided further that if such exercise is in
            connection with a Put Right or NWIP Call Right a Holder shall
            deliver the Warrant Exercise Notice, the Warrant Exercise


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            Subscription Form and this Warrant Certificate to the Company
            simultaneously prior to the closing of such purchase of Preferred
            Stock or Common Stock. Upon such delivery and payment, the Holder
            shall be deemed to be the holder of record of the Warrant Shares
            subject to such exercise, notwithstanding that the stock transfer
            books of the Company shall then be closed or that certificates
            representing such Warrant Shares shall not then be actually
            delivered to the Holder. Notwithstanding anything herein to the
            contrary, in lieu of payment in cash of the applicable Exercise
            Price, the Holder may elect (i) to receive upon exercise of this
            Warrant, the number of Warrant Shares reduced by a number of shares
            of Common Stock having the aggregate Fair Market Value equal to the
            aggregate Exercise Price for the Warrant Shares, (ii) to deliver as
            payment, in whole or in part of the aggregate Exercise Price, shares
            of Common Stock having the aggregate Fair Market Value equal to the
            applicable non-cash portion of the aggregate Exercise Price for the
            Warrant Shares, (iii) to deliver as payment, in whole or in part of
            the aggregate Exercise Price, shares of Preferred Stock, having the
            aggregate Liquidation Value (as defined in the Certificate of
            Designations for the Preferred Stock) equal to the applicable
            non-cash portion of the aggregate Exercise Price for the Warrant
            Shares or (iv) to deliver as payment, in whole or in part of the
            aggregate Exercise Price, such number of Warrants which, if
            exercised, would result in a number of shares of Common Stock having
            an aggregate Fair Market Value equal to the applicable non-cash
            portion of the aggregate Exercise Price for the Warrant Shares.
            Notwithstanding anything to the contrary in this paragraph (b)(1),
            if the aggregate Fair Market Value of the Common Stock or
            Liquidation Value of the Preferred Stock applied or delivered
            pursuant to (i), (ii), (iii) or (iv) above exceeds the aggregate
            Exercise Price, in no event shall the Holder be entitled to receive
            any amounts from the Company.

                  (2) The Exercise Price may be paid in cash or by certified or
            official bank check or bank cashier's check payable to the order of
            the Company or by any combination of such cash or check. The Company
            shall pay any and all documentary, stamp or similar issue or
            transfer taxes payable in respect of the issue or delivery of the
            Warrant Shares to the Holder.

                  (3) If the Holder exercises this Warrant in part, this Warrant
            Certificate shall be surrendered by the Holder to the Company and a
            new Warrant Certificate of the same tenor and for the


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            unexercised number of Warrant Shares shall be executed by the
            Company. The Company shall register the new Warrant Certificate in
            the name of the Holder or in such name or names of its transferee
            pursuant to paragraph (f) hereof as may be directed in writing by
            the Holder and deliver the new Warrant Certificate to the Person or
            Persons entitled to receive the same. No exercise of this Warrant
            shall be for less than five per cent of the total shares then
            purchasable under this Warrant.

                  (4) Upon surrender of this Warrant Certificate in conformity
            with the foregoing provisions, the Company shall transfer to the
            Holder of this Warrant Certificate appropriate evidence of ownership
            of the shares of Common Stock or other securities or property
            (including any money) to which the Holder is entitled, registered or
            otherwise placed in, or payable to the order of, the name or names
            of the Holder or such transferee as may be directed in writing by
            the Holder, and shall deliver such evidence of ownership and any
            other securities or property (including any money) to the Person or
            Persons entitled to receive the same, together with an amount in
            cash in lieu of any fraction of a share as provided in paragraph (e)
            below.

      (c) RESTRICTIVE LEGEND. Certificates representing shares of Common Stock
issued pursuant to this Warrant shall bear a legend substantially in the form of
the legend set forth on the first page of this Warrant Certificate to the extent
that and for so long as such legend is required pursuant to the Shareholders'
Agreement.

      (d) RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and delivery upon exercise of this Warrant
such number of its authorized but unissued shares of Common Stock or other
securities of the Company from time to time issuable upon exercise of this
Warrant as will be sufficient to permit the exercise in full of this Warrant.
All such shares shall be duly authorized and, when issued upon such exercise,
shall be validly issued, fully paid and non-assessable, free and clear of all
liens, security interests, charges and other encumbrances or restrictions on
sale and free and clear of all preemptive rights, except to the extent set forth
in the Shareholders' Agreement.

      (e) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant and in lieu
of delivery of any such fractional share upon any exercise hereof, the Company
shall pay to the Holder an amount in cash equal to such fraction multiplied by
the


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Current Market Price Per Common Share (as defined in paragraph (h)(3)) at the
date of such exercise.

      The Company further agrees that it will not change the par value of the
Common Stock from par value $0.001 per share to any higher par value which
exceeds the Exercise Price then in effect, and will reduce the par value of the
Common Stock upon any event described in paragraph (h), that (i) provides for an
increase in the number of shares of Common Stock subject to purchase upon
exercise of this Warrant, in inverse proportion to and effective at the same
time as such number of shares is increased, but only to the extent that such
increase in the number of shares, together with all other such increases after
the date hereof, causes the aggregate Exercise Price of all Warrants (without
giving effect to any exercise thereof) to be greater than $25,000.00 or (ii)
would, but for this provision, reduce the Exercise Price below the par value of
the Common Stock.

      (f) EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT.

                  (1) This Warrant and the Warrant Shares are subject to the
            provisions of the Shareholders' Agreement and the Custodial
            Agreement, including the restrictions on transfer. Each taker and
            holder of this Warrant Certificate by taking or holding the same,
            consents and agrees that the registered holder hereof may be treated
            by the Company and all other persons dealing with this Warrant
            Certificate as the absolute owner hereof for any purpose and as the
            person entitled to exercise the rights represented hereby. The
            Holder, by its acceptance of this Warrant, will be subject to the
            provisions of, and will have the benefits of, the Shareholders'
            Agreement and the Custodial Agreement to the extent set forth
            therein.

                  (2) Subject to compliance with the transfer restrictions set
            forth in the Shareholders' Agreement, upon surrender of this Warrant
            to the Company, together with the attached Warrant Assignment Form
            duly executed, the Company shall, without charge, execute and
            deliver a new Warrant in the name of the assignee or assignees named
            in such instrument of assignment and, if the Holder's entire
            interest is not being assigned, in the name of the Holder and this
            Warrant shall promptly be canceled.

      (g) LOSS OR DESTRUCTION OF WARRANT. Upon receipt by the Company of
evidence satisfactory to it (in the exercise of its reasonable discretion) of
the loss, theft, destruction or mutilation of this Warrant Certificate, and (in
the case of loss, theft or destruction) of reasonably satisfactory


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indemnification, and upon surrender and cancellation of this Warrant
Certificate, if mutilated, the Company shall execute and deliver a new Warrant
Certificate of like tenor and date.

      (h) ANTI-DILUTION PROVISIONS. The Exercise Price of this Warrant and the
number of shares of Common Stock for which this Warrant may be exercised shall
be subject to adjustment from time to time upon the occurrence of certain events
as provided in this paragraph (h); provided that notwithstanding anything to the
contrary contained herein, the Exercise Price shall not be less than the par
value of the Common Stock, as such par value may be reduced from time to time in
accordance with paragraph (e).

                  (1) in case the Company shall at any time after the date
            hereof (i) declare a dividend or make a distribution on Common Stock
            payable in Common Stock, (ii) subdivide or split the outstanding
            Common Stock, (iii) combine or reclassify the outstanding Common
            Stock into a smaller number of shares, or (iv) issue any shares of
            its capital stock in a reclassification of Common Stock (including
            any such reclassification in connection with a consolidation or
            merger in which the Company is the continuing corporation), the
            Exercise Price in effect at the time of the record date for such
            dividend or distribution or of the effective date of such
            subdivision, split, combination or reclassification shall be
            proportionately adjusted so that, giving effect to paragraph (h)(6),
            the exercise of this Warrant after such time shall entitle the
            holder to receive the aggregate number of shares of Common Stock or
            other securities of the Company (or shares of any security into
            which such shares of Common Stock have been reclassified pursuant to
            clause (iii) or (iv) above) which, if this Warrant had been
            exercised immediately prior to such time, such holder would have
            owned upon such exercise and been entitled to receive by virtue of
            such dividend, distribution, subdivision, split, combination or
            reclassification. Such adjustment shall be made successively
            whenever any event listed above shall occur.

                  (2) In case the Company shall fix a record date for the making
            of a distribution to holders of Common Stock (including any such
            distribution made in connection with a consolidation or merger in
            which the Company is the continuing corporation) of evidences of
            indebtedness, cash, assets or other property (other than dividends
            payable in Common Stock), the Exercise Price to be in effect after
            such record date shall be determined by multiplying the Exercise
            Price in effect immediately prior to such record date


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            by a fraction, the numerator of which shall be the Current Market
            Price Per Common Share on such record date, less the fair market
            value (such fair market value shall be determined by the Board of
            Directors of the Company; provided that if the Principal Holders
            shall object to any such determination, the Board of Directors shall
            retain an independent appraiser reasonably satisfactory to the
            Principal Holders to determine such fair market value) of the
            portion of the assets, cash, other property or evidence of
            indebtedness so to be distributed which is applicable to one share
            of Common Stock, and the denominator of which shall be such Current
            Market Price Per Common Share. Such adjustments shall be made
            successively whenever such a record date is fixed; and in the event
            that such distribution is not so made, the Exercise Price shall
            again be adjusted to be the Exercise Price which would then be in
            effect if such record date had not been fixed.

                  (3) For the purpose of any computation, on any determination
            date, the Current Market Price Per Common Share shall be deemed to
            be the avenge (weighted by daily trading volume) of the Daily Prices
            (as defined below) per share of the Common Stock for the 20
            consecutive trading days ending three days prior to such date.
            "Daily Price" means (1) if the shares of Common Stock then are
            listed and traded on the New York Stock Exchange, Inc. ("NYSE"), the
            closing price on such day as reported on the NYSE Composite
            Transactions Tape; (2) if the shares of Common Stock then are not
            listed and traded on the NYSE, the closing price on such day as
            reported by the principal national securities exchange on which the
            shares are listed and traded; (3) if the shares of Common Stock then
            are not listed and traded on any such securities exchange, the last
            reported sale price on such day on the National Market of the
            National Association of Securities Dealers, Inc. Automated Quotation
            System ("NASDAQ"); (4) if the shares of Common Stock then are not
            listed and traded on any such securities exchange and not traded on
            the NASDAQ National Market, the average of the highest reported bid
            and lowest reported asked price on such day as reported by NASDAQ;
            or (5) if such shares are not listed and traded on any such
            securities exchange, not traded on the NASDAQ National Market and
            bid and asked prices are not reported by NASDAQ, then the average of
            the closing bid and asked prices, as reported by The Wall Street
            Journal for the over-the-counter market. If on any determination
            date the shares of Common Stock are not quoted by any such
            organization, the Current Market Price Per Common


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<PAGE>

            Share shall be (X) during the first 24 months following the date
            hereof, the price per share of Series C Preferred Stock of the
            Company issued on the date hereof compounded on a monthly basis at
            an annual rate of 20% per annum and (Y) thereafter, a value that is
            set annually by the Board, without regard to considerations of the
            lack of liquidity, applicable regulatory restrictions or any of the
            transfer restrictions or other obligations imposed on such shares
            set forth in the Shareholders' Agreement and the Custodial
            Agreement. If the Principal Holders shall object to any
            determination by the Board of Directors of the Current Market Price
            Per Common Share, the Current Market Price Per Common Share shall be
            the fair market value per share of the applicable class of Common
            Stock as determined by an independent appraiser retained by the
            Company at its expense and reasonably acceptable to the Principal
            Holders. For purposes of any computation under this paragraph (h),
            the number of shares of Common Stock outstanding at any given time
            shall not include shares owned or held by or for the account of the
            Company.

                  (4) No adjustment in the Exercise Price shall be required
            unless such adjustment would require an increase or decrease of at
            least one percent in such price; provided that any adjustments which
            by reason of this paragraph (h)(4) are not required to be made shall
            be carried forward and taken into account in any subsequent
            adjustment. All calculations under this paragraph (h) shall be made
            to the nearest one tenth of a cent or to the nearest hundredth of a
            share, as the case may be.

                  (5) In the event that, at any time as a result of the
            provisions of this paragraph (h), the holder of this Warrant upon
            subsequent exercise shall become entitled to receive any shares of
            capital stock or other securities of the Company other than Common
            Stock, the number of such other shares so receivable upon exercise
            of this Warrant shall thereafter be subject to adjustment from time
            to time in a manner and on terms as nearly equivalent as practicable
            to the provisions contained herein.

                  (6) Upon each adjustment of the Exercise Price as a result of
            the calculations made in paragraphs (h)(l) and (2) hereof, the
            number of shares for which this Warrant is exercisable immediately
            prior to the making of such adjustment shall thereafter evidence the
            right to purchase, at the adjusted Exercise Price, that number of
            shares of Common Stock obtained by (i) multiplying the


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            number of shares covered by this Warrant immediately prior to this
            adjustment of the number of shares by the Exercise Price in effect
            immediately prior to such adjustment of the Exercise Price and (ii)
            dividing the product so obtained the Exercise Price in effect
            immediately after such adjustment of the Exercise Price.

                  (7) The Company shall notify all Holders of the fixing a
            record date for the purpose of payment of a cash dividend to holders
            of Common Stock as soon as reasonably practicable, but in no event
            less than 20 days prior to any such record date.

                  (8) Not less than 10 nor more than 30 days prior to the record
            date or effective date, as the case may be, of any action which
            requires or might require an adjustment or readjustment pursuant to
            this paragraph (h), the Company shall forthwith file in the custody
            of this Secretary or an Assistant Secretary at its principal
            executive office and with its stock transfer agent or its warrant
            agent, if any, an officers' certificate showing the adjusted
            Exercise Price determined as herein provided, setting forth in
            reasonable detail the facts requiring such adjustment and the manner
            of computing such adjustment. Each such officers' certificate shall
            be signed by the chairman, president or chief financial officer of
            the Company and by the secretary or any assistant secretary of the
            Company. Each such officers' certificate shall be made available at
            all reasonable times for inspection by the Holder or any holder of a
            Warrant executed and delivered pursuant to paragraph (f) and the
            Company shall, forthwith after each such adjustment, mail a copy, by
            first-class mail, of such certificate to the Holder.

                  (9) The Holder shall, at its option, be entitled to receive,
            in lieu of the adjustment pursuant to paragraph (h)(2) otherwise
            required thereof, on the date of exercise of the Warrants, the
            evidences of indebtedness, other securities, cash, property or other
            assets which such Holder would have been entitled to receive if it
            had exercised its Warrants for shares of Common Stock immediately
            prior to the record date with respect to such distribution. The
            Holder may exercise its option under this paragraph (h)(9) by
            delivering to the Company a written notice of such exercise within
            seven days of its receipt of the certificate of adjustment required
            pursuant to paragraph (h)(8) to be delivered by the Company in
            connection with such distribution.


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<PAGE>

                  (i) CONSOLIDATION, MERGER, OR SALE OF ASSETS. In case of any
            consolidation of the Company with, or merger of the Company into,
            any other Person, any merger of another Person into the Company
            (other than a merger which does not result in any reclassification,
            conversion, exchange or cancellation of outstanding shares of Common
            Stock) or any sale or transfer of all or substantially all of the
            assets of the Company or of the Person formed by such consolidation
            or resulting from such merger or which acquires such assets, as the
            case may be, the Holder shall have the right thereafter to exercise
            this Warrant for the kind and amount of securities, cash and other
            property receivable upon such consolidation, merger, sale or
            transfer by a holder of the number of shares of Common Stock for
            which this Warrant may have been exercised immediately prior to such
            consolidation, merger, sale or transfer, assuming (i) such holder of
            Common Stock is not a Person with which the Company consolidated or
            into which the Company merged or which merged into the Company or to
            which such sale or transfer was made, as the case may be
            ("constituent Person"), or an Affiliate of a constituent Person and
            (ii) in the case of a consolidation merger, sale or transfer which
            includes an election as to the consideration to be received by the
            holders, such holder of Common Stock failed to exercise its rights
            of election, as to the kind or amount of securities, cash and other
            property receivable upon such consolidation, merger, sale or
            transfer (provided that if the kind or amount of securities, cash
            and other property receivable upon such consolidation, merger, sale
            or transfer is not the same for each share of Common Stock held
            immediately prior to such consolidation, merger, sale or transfer by
            other than a constituent Person or an Affiliate thereof and in
            respect of which such rights of election shall not have been
            exercised ("non-electing share"), then for the purpose of this
            paragraph (i) the kind and amount of securities, cash and other
            property receivable upon such consolidation, merger, sale or
            transfer by each non-electing share shall be deemed to be the kind
            and amount so receivable per share by a plurality of the
            non-electing shares). Adjustments for events subsequent to the
            effective date of such a consolidation, merger and sale of assets
            shall be as nearly equivalent as may be practicable to the
            adjustments provided for in this Warrant. In any such event,
            effective provisions shall be made in any contract of sale,
            conveyance, lease or transfer, or otherwise so that the provisions
            set forth herein for the protection of the rights of the Holder
            shall thereafter continue to be applicable; and any such resulting
            or surviving corporation shall expressly assume the obligation to
            deliver, upon exercise, such shares of stock, other securities, cash
            and property. The provisions of this paragraph (i) shall similarly
            apply to successive consolidations, mergers, sales, leases or
            transfers.

                  (j) NOTICES. Any notice, demand or delivery authorized by this
            Warrant Certificate shall be in writing and shall be given to the
            Holder or the Company as the case may be, at its address (or
            telecopier number) set forth below, or such


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            other address (or telecopier number) as shall have been furnished to
            the party giving or making such notice, demand or delivery:

                  If to the Company:  Nextel Partners, Inc.
                                      4500 Carillon Point
                                      Kirkland, WA 98033
                                      Telecopy: (425) 828-8098
                                      Attention: General Counsel

                  with a copy to:     Friedman Kaplan & Seiler LLP
                                      875 Third Avenue, 8th Floor
                                      New York, NY 10022
                                      Telecopy: (212) 355-6501
                                      Attention: Gary D. Friedman

                  If to the Holder:   Madison Dearborn Capital Partners II, L.P.
                                      3 First National Plaza
                                      Suite 3800
                                      Chicago, IL 60602
                                      Telecopy: (312) 895-1226

                  Each such notice, demand or delivery shall be effective (i) if
            given by telecopy, when such telecopy is transmitted to the telecopy
            number specified herein and the intended recipient confirms the
            receipt of such telecopy or (ii) if given by any other means, when
            received at the address specified herein.

                  (k) RIGHTS OF THE HOLDER. Prior to the exercise of any
            Warrant, the Holder shall not, by virtue hereof, be entitled to any
            rights of a shareholder of the Company, including, without
            limitation, the right to vote, to receive dividends or other
            distributions or to receive any notice of meetings of shareholders
            or any notice of any proceedings of the Company except as may be
            specifically provided for herein.

                  (l) GOVERNING LAW. THIS WARRANT CERTIFICATE AND ALL RIGHTS
            ARISING HEREUNDER SHALL BE CONSTRUED AND DETERMINED IN ACCORDANCE
            WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND THE PERFORMANCE
            THEREOF SHALL BE GOVERNED AND ENFORCED IN ACCORDANCE WITH SUCH LAWS.

                  (m) JURISDICTION. The parties hereto agree that any suit,
            action or proceeding seeking to enforce any provision of, or based
            on any matter arising out


                                       12
<PAGE>

            of or in connection with, this Agreement or the transactions
            contemplated hereby may only be brought in the United States
            District Court for the Southern District of New York or any New York
            State court sitting in New York City, and each of the parties hereby
            consents to the jurisdiction of such courts (and of the appropriate
            appellate courts therefrom) in any such suit, action or proceeding
            and irrevocably waives, to the fullest extent permitted by law, any
            objection which it may now or hereafter have to the laying of the
            venue of any such suit, action or proceeding in any such court or
            that any such suit, action or proceeding which is brought in any
            such court has been brought in an inconvenient forum. Process in any
            such suit, action or proceeding may be served on any party anywhere
            in the world, whether within or without the jurisdiction of any such
            court. Without limiting the foregoing, each party agrees that
            service of process on such party as provided in paragraph (j) shall
            be deemed effective service of process on such party.

                  (n) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
            IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
            PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
            TRANSACTIONS CONTEMPLATED HEREBY.

                  (o) AMENDMENTS; WAIVERS. Any provision of this Warrant
            Certificate may be amended or waived if, and only if, such amendment
            or waiver is in writing and signed, in the case of an amendment, by
            the Holder and the Company, or in the case of a waiver, by the party
            against whom the waiver is to be effective. No failure or delay by
            either party in exercising any right, power or privilege hereunder
            shall operate as a waiver thereof nor shall any single or partial
            exercise thereof preclude any other or further exercise thereof or
            the exercise of any other right, power or privilege. The rights and
            remedies herein provided shall be cumulative and not exclusive of
            any rights or remedies provided by law.

                  (p) SUCCESSORS AND ASSIGNS. This Warrant and the rights
            evidenced thereby shall inure to the benefit of and be binding upon
            the Company and the Holder and their respective successors and
            assigns.

                  (q) HEADINGS. The heading used in this Warrant are for the
            convenience of reference only and shall not, for any purpose, be
            deemed a part of this Warrant.


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<PAGE>

      IN WITNESS WHEREOF, the Company has duly caused this Warrant Certificate
to be signed by its duly authorized officer and to be dated as of

January 29, 1999.

                                        NEXTEL PARTNERS, INC.


                                        By /s/ John D. [ILLEGIBLE]
                                           -------------------------------------
                                           Name:
                                           Title:

Acknowledged and Agreed:

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/ John D. [ILLEGIBLE]
   ----------------------------------
   Title: Managing Director


                                       14
<PAGE>

                            WARRANT EXERCISE NOTICE

       (To be delivered prior to exercise of the Warrant by execution of
                    the Warrant Exercise Subscription Form)

To:   Nextel Partners, Inc.

      The undersigned hereby notifies you of its intention to exercise the
Warrant to purchase shares of Common Stock, par value $0.001 per share, of
Nextel Partners, Inc.

      The undersigned intends to exercise the Warrant to purchase _____ shares
of Common Stock (the "Shares") at $0.01 per Share (the Exercise Price currently
in effect pursuant to the Warrant). The undersigned intends to pay the aggregate
Exercise Price for the Shares in cash, certified or official bank or bank
cashier's check (or a combination of cash and check) as indicated below.

                                      -OR-

      The undersigned intends to exercise the Warrant to purchase ___________
shares of Common Stock (the "Shares") and wishes, in lieu of paying the Exercise
Price of $0.01 per share currently in effect pursuant to the Warrant, to receive
that number of shares reduced by a number of shares of Common Stock having an
aggregate Fair Market Value (as defined in the Warrant) equal to the aggregate
Exercise Price for the Shares.

      Date: _______________ ____, ______.


                                             ___________________________________
                                                  (Signature of Owner)


                                             ___________________________________
                                                  (Street Address)


                                             ___________________________________
                                                  (City) (State) (Zip Code)

Payment: $___________ cash
         $___________ check
<PAGE>

                       WARRANT EXERCISE SUBSCRIPTION FORM

    (To be executed only upon exercise of the Warrant after delivery of the
                            Warrant Exercise Notice)

To:   Nextel Partners, Inc.

      The undersigned irrevocably exercises the Warrant for the purchase of
______ shares of Common Stock (the "Shares"), par value $0.001 per share, of
Nextel Partners, Inc. (the "Company") at $0.01 per Share (the Exercise Price
currently in effect pursuant to the Warrant) and herewith makes payment of
$___________ (such payment being made in cash or by certified or official bank
or bank cashier's check payable to the order of the Company or by any permitted
combination of such cash or check), all on the terms and conditions specified in
the within Warrant Certificate, surrenders this Warrant Certificate and all
right, title and interest therein to the Company and directs that the Shares
deliverable upon the exercise of this Warrant be registered or placed in the
name and at the address specified below and delivered thereto.

                                      -OR-

      The undersigned irrevocably exercises the Warrant for the purchase of
___________ shares of Common Stock (the "Shares"), par value $0.001 per share,
of Nextel Partners, Inc. (the "Company") at $0.01 per Share (the Exercise Price
currently in effect pursuant to the Warrant) (provided that in lieu of payment
of $________, the undersigned will receive a number of Shares reduced by a
number of shares of Common Stock having an aggregate Fair Market Value (as
defined in the Warrant) equal to the aggregate Exercise Price for the Shares),
all on the terms and conditions specified in the within Warrant Certificate,
surrenders this Warrant Certificate and all right, title and interest therein to
the Company and directs that the Shares deliverable upon the exercise of this
Warrant be registered or placed in the name and at the address specified below
and delivered thereto.
<PAGE>

      Date: _______________ ____, ______.


                                             ___________________________________
                                                  (Signature of Owner)


                                             ___________________________________
                                                  (Street Address)


                                             ___________________________________
                                                  (City) (State) (Zip Code)


                                       17
<PAGE>

Securities and/or check to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:

Any unexercised portion of the Warrant evidenced by the

within Warrant Certificate to be issued to:

Please insert social security or identifying number:

Name:

Street Address:

City, State and Zip Code:
<PAGE>

                            WARRANT ASSIGNMENT FORM

                                                                  Dated ________

FOR VALUE RECEIVED, ___________________________________________________

hereby sells, assigns and transfers unto,

______________________________________________________________ (the "Assignee"),
(please type or print in block letters)

_______________________________________________________________________
(insert address)

its right to purchase up to shares of Common Stock represented by this

Warrant and does hereby irrevocably constitute and appoint

_______________________ Attorney, to transfer the same on the books

of the Company, with full power of substitution in the premises.


                           Signature ________________