Prepared by MerrillDirect





Exhibit 10.2(c)


AMENDMENT NO. 3

TO

AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT


             THIS
AMENDMENT NO. 3 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT is
effective as of April 18, 2001 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(the “Original Shareholders’ Agreement”) as amended and
restated on February 18, 2000, by and among the Company and the other parties
specified therein and 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 and as further amended by Amendment No. 2
effective as of March 20, 2001 (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.          Amended Section 3.09. 
Section 3.09 of the Shareholders' Agreement, in the revised form set
forth in Amendment No. 2 to the Shareholders’ Agreement, shall be amended to
read as follows:



             "Section 3.09 (A).          Financing
Rights. Notwithstanding anything in this Agreement to the contrary:
(a) any party to this Amendment No. 3 and the Permitted Transferees of any such
party (each a “Signatory”) may, in the context of a bona fide loan transaction
permitted under Subsection (B) hereof (a “Qualified Loan”) in which such party
or parties is or are extended credit by one or more financial institutions or
other lenders, transfer any or all of the Shares owned by such party or
parties, by way of a pledge of such Shares as collateral security for the
loan(s) so extended, to or for the benefit of the financial institutions or
other lenders extending such loans (a "Pledgee Lender") and (b) each
Pledgee Lender (or any agent acting on its behalf) may take possession of and
subsequently transfer, in the context of a bona fide enforcement repossession
of the Shares as collateral security for a loan or loans (following a
declaration of default regarding such loan or loans), any or all of the Shares
that have been pledged to or for the benefit of such Pledgee Lender.  It is understood and agreed that (i) except
as otherwise provided in this Amendment No. 3, any transfer of Shares permitted
by the foregoing clauses (a) and /or (b) 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) this Amendment No. 3 shall not
operate to limit any right any Shareholder would have to pledge Shares in the
absence of this Amendment; (iii) any transfer of Shares permitted by the
foregoing clauses (a) and (b) nonetheless shall only be made in compliance
with, and to the extent permitted by, applicable laws, rules, regulations or
statutes, including FCC Rules, and that the parties involved in any such
transfer shall be solely responsible for assuring such compliance and (iv) if,
following a transfer of the type described in clause (a) above, the Shares
subject to any such pledge arrangement are transferred (whether by return of or
on behalf of the Pledgee Lender(s) upon satisfaction of the relevant loan
obligations, in substitution for other collateral security, by release or
otherwise) to the pledging Signatory, or any of its or their respective
Permitted Transferees, such Shares thereupon shall immediately again become
subject to the provisions of Article 3 of this Agreement, and this Section 3.09
shall not operate to exempt such shares from the restrictions on transfer and
related processes imposed pursuant to the other provisions of Article 3 (except
in the context of a subsequent pledge of such Shares made in accordance with
clause (a) of this Section 3.09).






             B.         Qualified
Loan.  A Qualified Loan is a loan or
other financing transaction in which the lender is not a Competitor and that
meets the following criteria:



                           (a)
The borrower may not be permitted to draw down funds under any such agreement
at an advance rate, measured at the time the advance is drawn down and
including any existing balance, in excess of (i) during the effective period of
the IPO Approval and Lockup Agreement dated as of January, 2000 (the “Lockup
Agreement”) 25% and (ii) thereafter 30% of the value of the Company stock
collateralizing the financing transaction at the time of any such advance for
so long as Section 3.04 of the Shareholders’ Agreement is effective with
respect to any Shareholder and (iii) 
thereafter 100% of the value of the Company stock collateralizing the
financing transaction at the time of any such advance.



                           (b)
During the effective period of Section 3.04 of the Shareholders’ Agreement the
borrower shall give written notice to the CEO of NPI of its draw down of funds
under any such financing agreement within 24 hours of having done so.  The said notice will be given as provided in
Section 8.05 of the Shareholders’ Agreement



                           (c)
If at any time under a financing transaction the borrower is subject to a
collateral call, and the said collateral call is not met, the borrower will,
within 24 hours, give written notice to the CEO of the Company of its failure
to meet the said collateral call.  The
said notice will be given as provided in Section 8.05 of the Shareholders’
Agreement.






2.          Definitions and Miscellaneous.



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



(b)        Each of the Shareholders identified on
Annex A hereto confirms that, as of April 18, 2001, it is the beneficial
owner and holder of record of that number of shares of the Company's Capital
Stock that constitute Voting Stock, as set forth opposite such Shareholder's
name on Annex A, and that such Shareholder has sole voting and dispositive
power over such shares.



 


SIGNATURE
PAGES FOLLOW





 


             IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Amended
and Restated Shareholders’ Agreement to be duly executed by their respective
authorized officers.




	NEXTEL
  PARTNERS, INC., a Delaware corporation


	By:	 /s/ John Chapple


	 	Name:	 
	 	Title:	 
	 	Date:

	


	NEXTEL
  WIP CORP., a Delaware corporation


	By:	 /s/ Tim Donahue


	 	Name:	 
	 	Title:	 
	 	Date:

	


	DLJ
  MERCHANT BANKING PARTNERS II, L.P., a Delaware Limited Partnership


	By:	 /s/ Andy Rush


	 	Name:	 
	 	Title:	 
	 	Date:

	


	DLJ
  MERCHANT BANKING PARTNERS II-A, L.P., a Delaware Limited Partnership


	By:

	DLJ
  Merchant Banking II, Inc., as managing general partner


	By:	 /s/ Andy Rush


	 	Name:	 
	 	Title:	 
	 	Date:

	


					









 





	DLJ
  OFFSHORE PARTNERS II, C.V., a Netherlands Antilles Limited Partnership


	By:

	DLJ
  Merchant Banking II, Inc., as advisory general partner


	By:	 /s/ Andy Rush


	 	Name:	 
	 	Title:	 
	 	Date:

	


	DLJ
  DIVERSIFIED PARTNERS, L.P., a Delaware Limited Partnership


	By:

	DLJ
  Diversified Partners, Inc., as managing general partner


	By:	 /s/ Andy Rush


	 	Name:	 
	 	Title:	 
	 	Date:

	


	DLJ
  DIVERSIFIED PARTNERS-A, L.P., a Delaware Limited Partnership


	By:

	DLJ
  Diversified Partners, Inc., As managing general partner


	By:	 /s/ Andy Rush


	 	Name:	 
	 	Title:	 
	 	Date:	


	DLJ
  MILLENNIUM PARTNERS, L.P., a Delaware Limited Partnership


	By:	DLJ
  Merchant Banking II, Inc., As managing general partner


	By:	 /s/ Andy Rush


	 	Name:	 
	 	Title:	 
	 	Date:

	


				









 





	DLJ
  MILLENNIUM PARTNERS-A, L.P.


	By:	DLJ
  Merchant Banking II, Inc., As managing general partner


	By:	 /s/ Andy Rush


	 	Name:	 
	 	Title:	 
	 	Date:

	


	DLJMB
  FUNDING II, INC., a Delaware corporation


	By:	 /s/ Andy Rush


	 	Name:	 
	 	Title:	 
	 	Date:

	


	DLJ
  FIRST ESC, L.P.,


	By:	DLJ
  LBO Plans Management Corporation, as manager


	By:	 /s/ Andy Rush


	 	Name:	 
	 	Title:	 
	 	Date:

	


	DLJ
  EAB PARTNERS, L.P.


	By:

	DLJ
  LBO Plans Management Corporation, as managing general partner


	By:	 /s/ Andy Rush


	 	Name:	 
	 	Title:	 
	 	Date:

	


				









 





	DLJ
  ESC II, L.P.


	By:


	DLJ
  LBO Plans Management Corporation, as manager


	By:	 /s/ Andy Rush


	 	Name:	 
	 	Title:	 
	 	Date:

	


	UK
  INVESTMENT PLAN 1997 PARTNERS, a Delaware Limited Partnership


	By:

	UK
  Investment Plan 1997 Partners, Inc. as general partner


	By:	 /s/ Andy Rush


	 	Name:	 
	 	Title:	 
	 	Date:	 
	 	 	 
	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/ Andrew E. Sinwell


	 	Name:	Andrew
  E. Sinwell
	 	Title:	Managing
  Director
	 	Date:

	 
	EAGLE
  RIVER INVESTMENTS, LLC, a Washington limited liability company


	By:	 /s/ Dennis Weibling


	 	Name:	Dennis
  Weibling
	 	Title:	President
	 	Date:

	


				









 





	MOTOROLA,
  INC., a Delaware corporation
	By:

	/s/
  Keith A. Sane



	 	Name:	 
	 	Title:	 
	 	Date:

	


	JOHN
  CHAPPLE


	 /s/ John Chapple


	 
	PERRY
  SATTERLEE


	 /s/ Perry Satterlee



	 
	MARK
  FANNING


	/s/
  Mark Fanning


	 
	JOHN
  THOMPSON


	 /s/ John Thompson




	 
	DAVID
  THALER


	/s/
  David Thaler




	 	 
	DAVID
  AAS


	 /s/ David Aas



	 	 









 





	JDT-JRT,
  L.L.C.


	By:

	 John D. Thompson, Manager


	By:	 /s/ John D. Thompson



	 	Name:	 John D. Thompson
	 	Title:	 Manager
	 	Date:

	 
	JRC
  COHO, L.L.C.


	By:

	 John H. Chapple, Manager


	By:	 /s/ John H. Chapple


	 	Name:	 John H. Chapple
	 	Title:	 Manager 
	 	Date:

	 
	PSS-MSS,
  LP


	By:

	 Perry Satterlee, General Partner


	By:	 /s/ Perry Satterlee


	 	 	 
	 	 	 









 


 



ANNEX A

TO

AMENDMENT NO. 3

TO

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT



	Shareholder	Company
  Capital Stock Beneficially Owned
	DLJ Merchant Banking
  Ptr. II LP	17,973,750
  Class A Common
	DLJ Merchant Banking
  Ptr. II-A, LP	715,800  Class A Common
	DLJ Offshore Partners
  II, CV	883,854  Class A Common
	DLJ Diversified
  Partners, LP	1,050,822  Class A Common
	DLJ Diversified
  Partners-A, LP	390,246  Class A Common
	DLJ EAB Partners, LP	80,700  Class A Common
	DLJ ESC II, LP	3,814,334  Class A Common
	DLJ First ESC, LP	34,590  Class A Common
	DLJ Millenium
  Partners, LP	290,616  Class A Common
	DLJ Millenium
  Partners-A, LP	56,676  Class A Common
	DLJMB Funding II, Inc.	2,840,980  Class A Common
	UK Investment Plan
  1997 Partners	400,764  Class A Common
	Madison Dearborn
  Capital Ptrs II, LP	27,218,904  Class A Common
	Eagle River
  Investments LLC	19,500,012  Class A Common
	Motorola, Inc.	13,076,376  Class A Common
	Nextel Partners
  Management	9,831,636  Class A Common
	Nextel WIP Corp.	79,056,228  Class B Common

  13,110,000  Series B Preferred