Prepared by MerrillDirect





Exhibit 10.2(b)


AMENDMENT
NO. 2

TO

AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT


             THIS
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT is
effective as of March 20, 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.


             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 (the “Shareholders’ Agreement”);


             WHEREAS,
the parties have determined to amend the Shareholders’ Agreement in accordance
with Section 8.04 thereof, as provided herein;


             NOW,
THEREFORE, each of the parties hereto agrees to amend the Shareholders’ Agreement
as follows:


             1.          New Section 3.09.  There is hereby inserted into the
Shareholders' Agreement a new Section 3.09, immediately after existing Section
3.08 and immediately prior to existing Article 4, which shall read as follows:


             "Section
3.09   
Special Eagle River Transfer Rights.
Notwithstanding anything in this Agreement to the contrary : (a) Eagle River
and any member of the McCaw Group that would be a Permitted Transferee of Eagle
River (as determined in accordance with clause (vii) of the defined term
"Permitted Transferee" appearing in Section 1.01 of this Agreement)
may, in the context of a bona fide loan transaction 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) 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) 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, and that the parties involved
in any such transfer shall be solely responsible for assuring such compliance
and (iii) 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 Eagle River, any other member of the McCaw Group or
any of 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)."






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 March 20, 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 TO FOLLOW






 


             IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Amended
and Restated Shareholders’ Agreement to be duly executed by their respective
authorized officers.


	 	NEXTEL
  PARTNERS, INC., a Delaware corporation
	 	 
	 	 
	 	By:       /s/ Donald J. Manning


	 	             Name:  Donald J. Manning
	 	             Title:    Vice President & General Counsel
	 	             Date:    March 20, 2001
	 	 
	 	 
	 	NEXTEL
  WIP CORP., a Delaware corporation
	 	 
	 	 
	 	By:       /s/ Leonard J. Kennedy


	 	             Name:  Leonard J. Kennedy
	 	             Title:    Vice President
	 	             Date:    March 20, 2001
	 	 
	 	 
	 	DLJ
  MERCHANT BANKING PARTNERS II, L.P., a Delaware Limited Partnership
	 	 
	 	By:       DLJ Merchant Banking II, Inc., as
  managing general partner
	 	 
	 	 
	 	By:       /s/ Andy Rush


	 	             Name:  Andy Rush
	 	             Title:    Managing Director
	 	             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:  Andy Rush
	 	             Title:    Managing Director
	 	             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:  Andy Rush
	 	             Title:    Managing Director
	 	             Date:    
	 	 
	 	DLJ
  DIVERSIFIED PARTNERS, L.P., Inc., a Delaware Limited Partnership
	 	 
	 	By:       DLJ Diversified Partners, Inc., as
  managing general partner
	 	 
	 	 
	 	By:       /s/ Andy Rush


	 	             Name:  Andy Rush
	 	             Title:    Managing Director
	 	             Date:
	 	 
	 	DLJ
  DIVERSIFIED PARTNERS-A, L.P., Inc., a Delaware Limited Partnership
	 	 
	 	By:       DLJ Diversified Partners, Inc., as
  managing general partner
	 	 
	 	By:       /s/ Andy Rush


	 	             Name:  Andy Rush
	 	             Title:    Managing Director
	 	             Date:



 





 


	 	DLJ
  MILLENIUM PARTNERS, L.P., a Delaware Limited Partnership
	 	 
	 	By:       DLJ Merchant Banking II, Inc., as
  managing general partner
	 	 
	 	 
	 	By:       /s/ Andy Rush


	 	             Name:  Andy Rush
	 	             Title:    Managing Director
	 	             Date:    
	 	 
	 	DLJ
  MILLENIUM PARTNERS-A, L.P.
	 	 
	 	By:       DLJ Merchant Banking II, Inc., as
  advisory general partner
	 	 
	 	 
	 	By:       /s/ Andy Rush


	 	             Name:  Andy Rush
	 	             Title:    Managing Director
	 	             Date:    
	 	 
	 	DLJMB
  FUNDING II, INC., a Delaware Corporationp
	 	 
	 	 
	 	By:       /s/ Andy Rush


	 	             Name:  Andy Rush
	 	             Title:    Managing Director
	 	             Date:
	 	 
	 	DLJ
  LBO Plans Management Corporation, as manager
	 	 
	 	 
	 	By:       /s/ Andy Rush


	 	             Name:  Andy Rush
	 	             Title:    Managing Director
	 	             Date:



 





 




	DLJ
  EAB PARTNERS, L.P.


	By:

	DLJ
  LBO Plans Management Corporation, as managing general partner


	By:	 /s/ Andy Rush


	 	Name:	Andy
  Rush
	 	Title:	Managing
  Director
	 	Date:	


	DLJ
  ESC II, L.P.


	By:


	DLJ
  LBO Plans Management Corporation, as manager


	By:	 /s/ Andy Rush


	 	Name:	Andy
  Rush
	 	Title:	Managing
  Director
	 	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:	3/21/01









 




	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


	Date:


	PERRY
  SATTERLEE


	 /s/ Perry Satterlee



	Date:


	MARK
  FANNING


	 /s/ Mark Fanning


	Date:


	JOHN
  THOMPSON


	 /s/ John D. Thompson



	Date:


	DAVID
  THALER


	 /s/ David Thaler



	Date:

	3/21/01











 




	DAVID
  AAS


	 /s/ David Z. Aas


	Date:

	 
	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


	 	 	 
	 	Date:	 






 





ANNEX A

TO

AMENDMENT NO. 2

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