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                                                                EXHIBIT 10.74(a)

                              AMENDED AND RESTATED
                       RESTRICTED STOCK PURCHASE AGREEMENT
                                   (DIRECTORS)

            THIS AMENDED AND RESTATED RESTRICTED STOCK PURCHASE AGREEMENT, dated
as of May 9, 2005 is by and between Nextel Partners, Inc., a Delaware
corporation (the "Company"), and ________ (the "Purchaser").

            WHEREAS, the Purchaser is a member of the Board of Directors of the
Company and of Nextel Partners Operating Corp., a Delaware corporation and a
wholly owned subsidiary of the Company, and his continued participation on the
Boards of Directors is considered by the Company to be important for the
development of the Company's business; and

            WHEREAS, in recognition of Purchaser's anticipated and highly valued
contribution to the Company, the Company sold to the Purchaser, and the
Purchaser purchased from the Company, shares of the Company's Class A Common
Stock, in accordance with the terms and conditions of that certain Restricted
Stock Purchase Agreement dated as of _________, _____ (collectively this
"Agreement" or "RSPA");

            WHEREAS, the Compensation Committee of the Board of Directors of the
Company, with Purchaser abstaining, has agreed that it is in the best interest
of the Company to amend and restate the RSPA, and Purchaser desires also to
amend and restate the RSPA;

            NOW, THEREFORE, the parties agree as follows:

      1. Definitions. As used herein, the following terms shall have the
following meanings set forth below:

            "Beneficial Owner" means a beneficial owner as defined in Rules
13d-3, 13d-5 or 16a-1 under the Exchange Act (or any successor rules), including
the provision of such Rules that a Person shall be deemed to have beneficial
ownership of all securities that such Person has a right to acquire within 60
days, but such provision of the Rules will apply only if (i) all conditions
(other than payment of the purchase or acquisition price of such securities) to
such Person's exercise of such rights have been satisfied and (ii) such
securities (if options, warrants, or similar derivatives) are "in-the-money,"
provided that in all cases a Person shall not be deemed a Beneficial Owner of,
or to own beneficially, any securities if such beneficial ownership (x) arises
solely as a result of a revocable proxy delivered in response to a proxy or
consent solicitation made pursuant to, and in accordance with, the Exchange Act
and the applicable rules and regulations thereunder, and (y) is not also then
reportable on Schedule 13D under the Exchange Act.

            "Board" means the Board of Directors of the Company.

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            "Capital Stock" of any Person means any and all shares, interests,
participation or other equivalents (however designated) of stock of, or other
ownership interests in, such Person, but excluding any pay-in-kind preferred
stock, other "debt equivalents" and mandatorily redeemable "nominal equity"
securities.

            "Cause" means (i) the Purchaser's conviction of a felony evidencing
criminal dishonesty or moral turpitude, (ii) a willful and material breach of
the Purchaser's duty of loyalty to the Company or any of its subsidiaries or
(iii) after 20 business days following the Purchaser's receipt of a written
notification from the Company specifying the particulars in reasonable detail,
the Purchaser's failure to comply with or to cure, as applicable, a willful and
material breach of the Purchaser's fiduciary duty or duty of due care to the
Company.

            "Change in Control of the Company" means the occurrence of any of
the following events:

            (a) any person or group (as such terms are used in Sections 13(d)
      and 14(d) of the Exchange Act and the regulations thereunder) (i) is or
      becomes the Beneficial Owner of more than 50% of the total Voting Stock or
      Total Common Equity of the Company, or (ii) otherwise has the power to
      direct the management and policies of the Company, directly or through one
      or more intermediaries, whether through the ownership of voting
      securities, by contract or otherwise, except that no change of control
      will be deemed to have occurred under this clause (ii) as a result of
      customary rights granted (A) in any indenture, credit agreement or other
      agreement for borrowed money or (B) to holders of non-convertible,
      mandatorily redeemable, preferred stock unless and until action occurs
      that would otherwise cause a "Change in Control of the Company" as herein
      defined, provided that such rights were granted pursuant to a transaction
      in the financial markets and not as part of a strategic alliance or
      similar transaction;

            (b) the Company sells, assigns, conveys, transfers, leases or
      otherwise disposes of all or substantially all of its assets to any Person
      (other than to a direct or indirect wholly owned subsidiary of the
      Company);

            (c) the Company, directly or indirectly, consolidates with, or
      merges with or into, another Person, or any Person, directly or
      indirectly, consolidates with, or merges with or into, the Company, and
      pursuant to such transaction (or series of transactions) either: (i) the
      outstanding Voting Stock of the Company is converted into or exchanged for
      cash, securities or other property, but excluding a transaction (or series
      of transactions) where (A) the outstanding Voting Stock of the Company is
      converted into or exchanged for Voting Stock of the surviving or
      transferee Person and (B) the holders of Voting Stock of the Company
      immediately preceding such transaction receive more than 50% of the total
      Voting Stock and Total Common Equity of the surviving or transferee Person
      in substantially the same relative proportions as such holders had prior
      to such transaction; or (ii) new shares of Voting Stock of the Company are
      issued so that immediately following such transaction, the holders of

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      Voting Stock of the Company immediately preceding such transaction own
      less than 50% of the Voting Stock and Total Common Equity of the surviving
      Person; or

            (d) during any period of two consecutive years following the date
      hereof, individuals who at the beginning of such period constituted the
      board of directors of the Company (together with any directors who are
      members of the board of directors of the Company on the date hereof, and
      any new directors whose election by such board of directors or whose
      nomination for election by the stockholders of the Company was approved by
      a vote of 66-2/3% of the directors then still in office who were either
      directors at the beginning of such period or whose election or nomination
      for election was previously so approved) cease for any reason to
      constitute a majority of the board of directors of the Company then in
      office; provided, that no change in the composition of the Board by reason
      of any substitution of one director for another so long as both directors
      are nominated by the same Person, shall constitute a Change in Control of
      the Company for purposes of this paragraph (d).

            Notwithstanding the foregoing, no "Change of Control of the Company"
      shall occur merely by reason of any creditor of the Company foreclosing on
      or otherwise causing the sale, transfer or other disposition of all or any
      substantial part of the Company's assets (including, without limitation,
      the Company's equity interests in its subsidiaries).

            "Change in Control of Nextel" means the occurrence of any of the
      following events:

            (a) any person or group (as such terms are used in Sections 13(d)
      and 14(d) of the Exchange Act and the regulations thereunder) (i) is or
      becomes the Beneficial Owner of more than 50% of the total voting stock of
      Nextel ordinarily entitled to vote in the election of directors ("Nextel
      Voting Stock") or Total Common Equity of Nextel, or (ii) otherwise has the
      power to direct the management and policies of Nextel, directly or through
      one or more intermediaries, whether through the ownership of voting
      securities, by contract or otherwise (without limiting the generality of
      this clause (ii), any person or group that succeeds to the rights
      currently held by McCaw and his Affiliates in respect of Nextel, or
      otherwise has powers and rights comparable thereto, shall be deemed for
      purposes of this definition to have the power to direct the management and
      policies of Nextel), except that no change of control will be deemed to
      have occurred under this clause (ii) as a result of customary rights
      granted (A) in any indenture, credit agreement or other agreement for
      borrowed money unless and until there has been a default under the terms
      of that agreement and the trustee or lender exercises the rights granted
      therein or (B) to holders of non-convertible, mandatorily redeemable,
      preferred stock unless and until action occurs that would otherwise cause
      a "Change in Control of Nextel" as herein defined, provided that such
      rights were granted pursuant to a transaction in the financial markets and
      not as part of a strategic alliance or similar transaction;

            (b) Nextel sells, assigns, conveys, transfers, leases or otherwise
      disposes of all or substantially all of its assets to any Person (other
      than a direct or indirect wholly owned subsidiary of Nextel);

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            (c) Nextel, directly or indirectly, consolidates with, or merges
      with or into, another Person, or any Person, directly or indirectly,
      consolidates with, or merges with or into, Nextel, and pursuant to such
      transaction (or series of transactions) either: (i) the outstanding Nextel
      Voting Stock is converted into or exchanged for cash, securities or other
      property, but excluding a transaction (or series of transactions) where
      (A) the outstanding Nextel Voting Stock is converted into or exchanged for
      Voting Stock of the surviving or transferee Person and (B) the holders of
      Nextel Voting Stock immediately preceding such transaction receive more
      than 50% of the total Voting Stock and Total Common Equity of the
      surviving or transferee Person in substantially the same relative
      proportions as such holders had prior to such transaction; or (ii) new
      shares of Nextel Voting Stock are issued so that immediately following
      such transaction, the holders of Nextel Voting Stock immediately preceding
      such transaction own less than 50% of the Voting Stock and Total Common
      Equity of the surviving Person; or

            (d) during any period of two consecutive years, individuals who at
      the beginning of such period constituted the board of directors of Nextel
      (together with any directors who are members of the board of directors of
      Nextel on the date hereof, and any new directors whose election by such
      board of directors or whose nomination for election by the stockholders of
      Nextel was approved by a vote of 66-2/3% of the directors then still in
      office who were either directors at the beginning of such period or whose
      election or nomination for election was previously so approved) cease for
      any reason to constitute a majority of the board of directors of Nextel
      then in office;

            "Class A Common Stock" means the Class A Common Stock, par value
$.001 per share, of the Company.

            "Closing Price" on any Trading Day with respect to the per share
price of any shares of Capital Stock of any Person means the last reported sale
price regular way or, in case no such reported sale takes place on such day, the
average of the reported closing bid and asked prices regular way, in either case
on the New York Stock Exchange or if such shares of Capital Stock are not listed
or admitted to trading on such exchange, on the principal national securities
exchange on which such shares are listed or admitted to trading or, if not
listed or admitted to trading on any national securities exchange, on the NASDAQ
Stock Market or, if such shares are not listed or admitted to trading on any
national securities exchange or quoted on the NASDAQ Stock Market and the issuer
and principal securities exchange do not meet such requirements, the average of
the closing bid and asked prices in the over-the-counter market as furnished by
any New York Stock Exchange member firm of national standing that is selected
from time to time by such Person for that purpose.

            "Common Stock" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up
of such Person, to shares of Capital Stock of any other class of such Person.

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            "Company" has the meaning set forth in the preamble.

            "control" of a Person means the power, direct or indirect, (i) to
vote or direct the voting of more than 50% of the outstanding shares of Voting
Stock of such Person, or (ii) to direct or cause the direction of the management
and policies of such Person whether by contract or otherwise.

            "Equity Value" has the meaning set forth in the Joint Venture
Agreement, provided, that Equity Value as determined thereunder shall be subject
to challenge by the Purchaser in accordance with the same procedures and other
provisions applicable to challenges by Nextel Sub of such determination.

            "Escrow Agent" has the meaning set forth in Section 5(a).

            "Escrow Shares" has the meaning set forth in Section 5(a).

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Fair Market Value" means, with respect to any Shares repurchased by
the Company hereunder, the Equity Value in effect on the date of consummation of
such repurchase.

            "Joint Venture Agreement" means the Joint Venture Agreement dated as
of January 29, 1999 among the Company, Nextel Partners Operating Corp. and
Nextel Sub.

            "Nextel" means NEXTEL Communications, Inc. and its successors and
assigns.

            "Nextel Sub" means Nextel WIP Corp., a Delaware corporation and a
wholly owned indirect subsidiary of Nextel.

            "Person" means any individual, corporation, partnership, limited
liability company, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.

            "Purchaser" has the meaning set forth in the preamble.

            "SEC" means the Securities and Exchange Commission.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Shareholders' Agreement" shall mean that Amended and Restated
Shareholders Agreement dated as of February 22, 2000, as amended, by and among
the Company and the parties named therein.

            "Shares" has the meaning set forth in Section 2(a).

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            "Total Common Equity" of any Person means, as of any day of
determination, the product of (i) the aggregate number of fully diluted shares
of common stock of such Person on such day and (ii) the average Closing Price of
such common stock over the 20 consecutive Trading Days immediately preceding
such day. If no such Closing Price exists with respect to shares of any such
class, the value of such shares for purposes of clause (ii) of the preceding
sentence shall be determined by the board of directors of such Person in good
faith and evidenced by a resolution of such board of directors.

            "Unvested Shares" means Shares that are not Vested Shares.

            "Vested Shares" means Shares that are vested in accordance with
Section 3.

            "Voting Stock" of any Person means Capital Stock of such Person
which ordinarily has voting power for the election of directors (or persons
performing similar functions) of such Person, whether at all times or only so
long as no senior class of securities has such voting power by reason of any
contingency.

      2. Purchase and Sale.

            (a) The Company has sold to the Purchaser, and the Purchaser has
      purchased from the Company, an aggregate of _____________ (_______) shares
      of the Company's Class A Common Stock (the "Shares"), at the price of $.01
      per share.

            (b) The Purchaser has delivered to the Company a check payable to
      the Company in the amount of ____________________ ($______) representing
      the aggregate purchase price of the Shares, and the Company has delivered
      to the Escrow Agent a duly executed certificate evidencing the Shares
      issued in the name of the Purchaser.

            (c) This RSPA shall not confer upon the Purchaser any right with
      respect to the continuation of his or her membership on the Board nor
      shall it interfere with or affect in any manner the right or power of the
      Company, or a parent or subsidiary of the Company, to terminate any
      agreement with the Purchaser in accordance with the terms thereof.

      3. Vesting.

            (a) Ordinary Vesting. The parties agree that the Shares shall vest
      in accordance with Schedule I so long as the Purchaser is a member of the
      Board, subject to the provisions of Section 3(b) below.

            (b) Accelerated Vesting. Notwithstanding the provisions of Section
      3(a) or Schedule I to the contrary:

                  (i) Upon a Change in Control of the Company or a Change in
            Control of Nextel, all of the Unvested Shares shall vest
            immediately.

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                  (ii) Upon termination of the Purchaser's membership on the
            Board on account of Purchaser's death or disability, or in the event
            Purchaser is requested to resign or is not re-elected by the Board
            and/or the Company's stockholders to serve on the Board other than
            for Cause, all Purchaser's Unvested Shares shall vest immediately.

      4. Repurchase Rights.

            (a) Unvested Shares. Subject to the provisions of Section 3, in the
      event of Purchaser's resignation or termination from membership on the
      Board for Cause, the Company shall, for 90 days following the date of such
      termination or resignation, have the option to repurchase all or any
      portion of the Unvested Shares, if any, at a repurchase price equal to the
      lesser of (i) Fair Market Value and (ii) $.01 per share.

            (b) Exercise by the Company. Any repurchase by the Company pursuant
      to this Section 4 shall be exercisable by written notice to the Purchaser
      or Purchaser's executor given within the applicable time period, and such
      notice if given shall constitute an irrevocable offer by the Company to
      repurchase the Shares covered thereby. Such notice shall set forth the
      number of Shares to be repurchased and the aggregate repurchase price
      thereof, as determined by the Board, with Purchaser abstaining, in good
      faith as of a date no more than ten days prior to such repurchase. Within
      five days after delivery of such notice, upon delivery to the Company of
      the Shares being repurchased, together with one or more related stock
      powers executed by the Purchaser in blank, and upon receipt by the Company
      of a representation by the Purchaser that he/she owns the Shares being
      repurchased, the Company shall pay to the Purchaser in immediately
      available funds an amount equal to the aggregate repurchase price of the
      Shares being repurchased determined in accordance with this RSPA.

      5. Escrow of Shares.

            (a) Unvested Shares shall be held in escrow ("Escrowed Shares") by
      the Secretary of the Company as escrow agent (the "Escrow Agent").

            (b) The Escrow Agent is hereby directed to transfer Escrowed Shares
      to Purchaser or Purchaser's designee upon Vesting and in accordance with
      written instructions from Purchaser. The Escrow Agent shall have no
      liability for any act or omission hereunder while acting in good faith in
      the exercise of his/her own judgment, and shall be entitled to
      indemnification from the Company to the full extent permitted by
      applicable law in respect of his/her service as Escrow Agent.

            (c) If the Company or any assignee repurchases Shares pursuant to
      Section 4, the Escrow Agent, upon receipt of written notice of such
      exercise from the proposed transferee, shall take all steps necessary to
      accomplish such transfer.

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            (d) Subject to the terms hereof, the Purchaser and each of his/her
      permitted assigns shall, as a record owner of Shares, have all the rights
      of a stockholder with respect to the Escrowed Shares while they are held
      in escrow, including without limitation, the right to vote the Escrowed
      Shares and to receive any cash dividends and other distributions declared
      thereon, provided that any unvested non-cash dividends or distributions
      shall be immediately deposited with the Escrow Agent to be held in escrow
      together with the Escrowed Shares in accordance with this Section 5. If,
      from time to time prior to the vesting of the Escrowed Shares, there is
      (i) any stock dividend, stock split or like change in the Shares or (ii)
      any merger or sale of all or substantially all of the assets or other
      acquisition of the Company, any and all new, substituted or additional
      securities to which the Purchaser is entitled by reason of his/her
      ownership of Escrowed Shares shall be immediately subject to this escrow,
      deposited with the Escrow Agent and included thereafter as "Escrowed
      Shares" for purposes of this Agreement.

      6. Legends; Transfer Restrictions.

      The certificates evidencing the Shares shall be endorsed with the
following legends (and any other legend required to be placed thereon by
applicable securities laws):

      THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
      INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
      DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
      AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
      COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
      UNDER THE SECURITIES ACT OF 1933.

      THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN
      ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE
      STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

      7. Adjustments for Splits, Etc. All references to the number of Shares and
the purchase price of the Shares in this Agreement shall be automatically
adjusted to reflect any stock split, stock dividend or like change in the shares
of Class A Common Stock which may be made by the Company after the date of this
RSPA.

      8. Investment Representations; Restriction on Transfer. In connection with
the purchase of the Shares, the Purchaser represents to the Company the
following:

            (a) Purchaser is aware of the Company's business affairs and
      financial condition and has acquired sufficient information about the
      Company to reach an informed and knowledgeable decision to acquire the
      Shares. Purchaser is purchasing these securities for investment for
      Purchaser's own account only and not with a view to, or for resale in
      connection with, any "distribution" thereof within the meaning of the
      Securities Act.

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            (b) Purchaser understands that the Shares have not been registered
      under the Securities Act by reason of a specific exemption therefrom,
      which exemption depends upon, among other things, the bona fide nature of
      his investment intent as expressed herein. In this connection, Purchaser
      understands that, in the view of the SEC, the statutory basis for such
      exemption may not be present if Purchaser's representations meant that
      his/her present intention was to hold these securities for a minimum
      capital gains period under the tax statutes, for a deferred sale, for a
      market rise, for a sale if the market does not rise, or for a year or any
      other fixed period in the future.

            (c) Purchaser further acknowledges and understands that the Shares
      must be held indefinitely unless they are subsequently registered under
      the Securities Act or an exemption from such registration is available.
      Purchaser understands that the certificate evidencing the Shares will be
      imprinted with a legend, which prohibits the transfer of the Shares unless
      they are registered or such registration is not required in the opinion of
      counsel for the Company.

            (d) The Purchaser is an "accredited investor" within the meaning of
      Regulation 501 under the Securities Act of 1933, as amended, in that
      Purchaser is a director of the Company as defined in Regulation 501 or
      otherwise is an "accredited investor."

            (e) The Purchaser's financial situation is such that the Purchaser
      can afford to bear the economic risk of holding the Shares acquired
      hereunder for an indefinite period of time, the Purchaser has adequate
      means for providing for his/her needs and contingencies and can afford to
      suffer the complete loss of the investment in the Shares.

            (f) The Purchaser's knowledge and experience in financial and
      business matters are such that he/she is capable of evaluating the merits
      and risks of the investment in the Shares, or the Purchaser has been
      advised by a representative possessing such knowledge and experience.

            (g) The Purchaser understands that the Shares acquired hereunder are
      a speculative investment which involves a high degree of risk of loss of
      the entire investment therein, that there are substantial restrictions on
      the transferability of the Shares, and that for an indefinite period
      following the date hereof there will be no (or only a limited) public
      market for the Shares and that, accordingly, it may not be possible for
      Purchaser to sell the Shares in case of emergency or otherwise.

            (h) The Purchaser and his representatives, including his
      professional, financial, tax and other advisors, have carefully reviewed
      all documents available to them in connection with the investment in the
      Shares, and the Purchaser understands and has taken cognizance of all the
      risks related to such investment.

            (i) The Purchaser and his representatives have been given the
      opportunity to examine all documents and to ask questions of, and to
      receive answers from, the Company and its representatives concerning the
      terms and conditions of the acquisition of the Shares

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      and related matters and to obtain all additional information which the
      Purchaser or his representatives deem necessary.

            (j) All information that the Purchaser has provided to the Company
      and its representatives concerning the Purchaser and his financial
      position is true, complete and correct.

      9. General Provisions.

            (a) This Agreement shall be governed by the internal laws of the
      State of Delaware without regard to conflicts of law principles.

            (b) This Agreement represents the entire agreement between the
      parties with respect to the purchase of the Shares by the Purchaser and
      may be modified or amended only by a writing signed by both parties. To
      the extent that the Purchaser is a party to a prior restricted stock
      purchase agreement governing the Shares, such prior agreement shall be
      superceded in its entirety by this Agreement.

            (c) All notices given hereunder shall be in writing and shall be
      deemed to have been duly given and received (i) when delivered personally,
      with receipt acknowledged in writing by the recipient, (ii) on the tenth
      business day after being sent by registered or certified mail (postage
      paid, return receipt requested), (iii) one business day after being sent
      by a reputable overnight delivery service, postage or delivery charges
      prepaid, or (iv) on the date on which a facsimile is transmitted, in each
      case to the parties at their respective addresses stated below; provided,
      that if the intended recipient of any notice hereunder refuses to
      acknowledge receipt thereof in writing, such notice shall be deemed to
      have been duly given on the date of such refusal. Any party may change its
      address for notice by giving notice of the new address to the other party
      in accordance with the provisions of this paragraph.

           If to the Company:

                  Nextel Partners, Inc.
                  4500 Carillon Point
                  Kirkland, WA 98033
                  Attention: General Counsel
                  Facsimile: 425-576-3650

           If to Purchaser:

                  _________
                  _________
                  _________

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            (d) The rights and obligations of the Purchaser under this Agreement
      may be assigned only with the prior written consent of the Company.

            (e) Either party's failure to enforce any provision of this
      Agreement shall not in any way be construed as a waiver of any such
      provision, nor prevent that party thereafter from enforcing each and every
      other provision of this Agreement. The rights granted both parties herein
      are cumulative and shall not constitute a waiver of either party's right
      to assert all other legal remedies available to it under the
      circumstances.

            (f) Each party agrees, upon the reasonable request of the other
      party, to execute any further documents or instruments necessary or
      desirable to carry out the purposes or intent of this Agreement.

            (g) Except as otherwise provided herein, any controversies or claims
      arising out of, or relating to this Agreement or the breach thereof, shall
      be settled by arbitration in accordance with the commercial rules of the
      American Arbitration Association, which decision shall be final and
      binding on the parties, and judgment upon the award rendered shall be
      entered in any court having jurisdiction thereof. Any party may demand
      such arbitration in accordance with the procedures set out in those rules.
      The arbitration shall be conducted in Seattle, Washington, or such other
      location as may be mutually agreed upon by the parties. Special,
      consequential, or punitive damages shall not be awarded by the arbitrator.
      In the event of any arbitration proceeding hereunder, the Company will (x)
      pay the fees and expenses of the arbitrator and (y) advance the
      Purchaser's documented out-of-pocket costs (including reasonable counsel
      fees and expenses) on a current basis, provided, that if the Purchaser is
      determined not to be the substantially prevailing party on the matters
      submitted for arbitration (which determination shall be made by the
      arbitrator and included in his or her decision), the Purchaser will
      promptly reimburse the Company for any expenses so advanced. The Purchaser
      acknowledges that the Company is agreeing to make advances to him/her
      pursuant to the preceding sentence in consideration of his agreement to
      reimburse the Company for any such advances to the extent required by the
      preceding sentence. The Company will in all events pay its own costs
      (including counsel fees and expenses) in connection with any arbitration
      proceeding hereunder.

            (h) The Purchaser understands that he/she (and not the Company)
      shall be responsible for his/her own federal, state, local or foreign tax
      liability and any of his/her other tax consequences that may arise as a
      result of the transactions contemplated by this Agreement. The Purchaser
      shall rely solely on the determinations of his/her tax advisors or his/her
      own determinations, and not on any statements or representations by the
      Company or any of its agents, with regard to all such tax matters. The
      Purchaser shall notify the Company in writing if the Purchaser files an
      election pursuant to Section 83(b) of the Internal Revenue Code of 1986,
      as amended, with the Internal Revenue Service within 30 days from the date
      of the sale of the Shares hereunder; and the Company shall file its tax
      returns and reports in a manner consistent with such election, provided
      that such election is made on the basis

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      disclosed to the Company. The Company intends, in the event it does not
      receive from the Purchaser evidence of a proper filing, to claim a tax
      deduction for and to calculate and withhold taxes on any amount, which
      would be taxable to the Purchaser in the absence of such an election.

            (i) To the extent legally required, the Company shall have the right
      and is authorized to withhold from any payments due or transfers in
      connection with the purchase of the Shares hereunder or from any
      compensation or other amount owing to the Purchaser the amount (in cash,
      Shares, other securities or other property) of any applicable withholding
      taxes in respect of the Shares and to take such other action as may be
      necessary in the opinion of the Company to satisfy all obligations for the
      payment of such taxes, if applicable.

      IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.

                                                NEXTEL PARTNERS, INC.

                                                By ___________________________
                                                Name:
                                                Title:

                                                _______________________________

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<PAGE>

                                   Schedule I

                                Vesting Schedule

      The Shares shall vest in accordance with this Schedule I, subject to the
Purchaser's continued service on the Board (except as otherwise provided in
Section 3).

Vesting                              ________       ________        ________

Shares Vested (Annual)               _______         ______         _______

Shares Vested (Cumulative)           _______        _______         _______

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