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                                                                   EXHIBIT 10.86

                                    EXHIBIT A
                                       TO
                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
                  AMENDED AND RESTATED AS OF FEBRUARY 24, 2005

 RESOLUTIONS APPROVED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF
                             NEXTEL PARTNERS, INC.

APPROVAL OF 2006 OCF BONUS AND BONUS IN LIEU OF RESTRICTED STOCK

     WHEREAS, pursuant to the Letter Agreement, the Company is permitted to
establish additional bonuses for all of its employees including the executive
officers to, among other things, incent the officers to continue to achieve
strong operating results pending the merger with Sprint Nextel Corporation, to
retain the officers through the closing of the pending merger and to provide the
officers with cash compensation in lieu of historical equity grants;

     WHEREAS, the Compensation Committee has engaged compensation experts to
determine a fair, equitable and appropriate compensation for the executive
officers and such experts have agreed that the compensation set forth in these
resolutions is fair, equitable and appropriate in the given situation;

     NOW THEREFORE, BE IT RESOLVED, that the Company shall pay the executive
officers an "OCF Bonus" in addition to any and all other compensation owed or
owing to the executive officer in an amount and on the terms and conditions
specified in the resolutions below:

     FURTHER RESOLVED, that subject to the conditions described in the
resolutions below and consistent with the Letter Agreement, the executive
officers listed below shall be eligible to receive an OCF Bonus in the amounts
set forth below:

                                 2006 OCF BONUS

<TABLE>
<S>            <C>
John Chapple   $750,000
Barry Rowan    $500,000
Jim Ryder      $500,000
Dave Aas       $400,000
Don Manning    $300,000
Philip Gaske   $275,000
</TABLE>

     FURTHER RESOLVED, that the OCF Bonuses set forth above shall be paid on the
earlier of (i) the first business day following the six month anniversary of the
Closing (as defined in the Letter Agreement), and (ii) the termination of the
executive's employment after the Closing without Cause or for Good Reason as
defined in the executive's employment agreement;

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     FURTHER RESOLVED, that the full amount of the OCF Bonuses will be paid only
based on the achievement through the end of the quarter immediately preceding
the quarter in which the Closing occurs or as of the end of the quarter in which
the Closing occurs if the Closing coincides with the end of the quarter (except
that if the Closing occurs prior to the end of the first quarter of 2006,
through the end of the month immediately preceding the month in which the
Closing occurs) of at least 105% of the OCF targets to be established by the
full Board of Directors at its regularly scheduled meeting in January 2006 (the
"OCF Targets"). If at least 100% but less than 105% of the OCF Target is met at
such time, a pro rata portion of the OCF Bonus will be paid, pro rated based on
the number of days elapsed in 2006 through the Closing. If at least 100% of the
OCF Target is not met at such time, no OCF Bonus will be paid.

     FURTHER RESOLVED, that the OCF Bonuses for calendar year 2006 as set forth
above shall be calculated without taking into account (i) any expenses or costs
associated with or arising as a result of the put right or the transactions
contemplated by the Letter Agreement, (ii) any non-recurring charges that would
not reasonably be expected to have been incurred had the put right or the
transactions contemplated by the Letter Agreement not occurred, or (iii) any
incremental marketing or similar expenses resulting from the fact that the
Company is not being permitted to use the Sprint brand.

     FURTHER RESOLVED, that in lieu of receiving an annual grant of options,
restricted shares or other equity compensation, the officers listed below shall
receive a cash bonus in the amount listed below which cash bonus shall be vested
and paid in full on the Closing:

                     2006 BONUS IN LIEU OF RESTRICTED SHARES

<TABLE>
<S>            <C>
John Chapple   $769,500
Barry Rowan    $484,500
Jim Ryder      $427,500
Dave Aas       $342,000
Don Manning    $313,500
Philip Gaske   $228,000
</TABLE>