exv10w23d






Exhibit 10.23d




AMENDMENT TO SHAREHOLDER AGREEMENT




     This Amendment to Shareholder Agreement is made as of May 19, 2009, by and among John G.
Sperling, Peter V. Sperling, the John Sperling Voting Stock Trust, and the Peter Sperling Voting
Stock Trust (each a “Shareholder” and collectively the “Shareholders”) and Apollo Group, Inc. (the
“Company’’).



     Whereas, the Shareholders and the Company are parties to a Shareholders Agreement dated as of
September 7,1994, as previously amended as of May 25, 2001 and June 23, 2006 (the “Agreement”); the
other original parties to the Agreement (William H. Gibbs, John D. Murphy, Todd Nelson, James W.
Hoggatt, and Jerry F. Noble) no longer own any of the Class B Common Stock of the Company; the John
Sperling Voting Stock Trust and Peter Sperling Voting Stock Trust wish to formally join the
Agreement as parties; and the Shareholders wish to further amend the Agreement;



     Now, therefore, it is agreed:



     1. Section 5 of the Agreement is amended in its entirety to read:




     “5. Transfer to a Trust. Notwithstanding the provisions of Section 1 or
Section 7 hereof, a Shareholder may transfer Shares to a trust created by the Shareholder
(“Shareholder Trust”), provided that such a Shareholder Trust enters into an agreement with
the Company acknowledging the existence of this Agreement and agreeing that any disposition
of the Shares by the Shareholder Trust (including any transfers to beneficiaries) will be
made in compliance with the terms and conditions of this Agreement. All of the trustee(s)
of a Shareholder Trust must be either (i) a Shareholder, (2) Terri Bishop, (3) Darby Shupp,
or (4) a person or persons appointed by a Shareholder or the then current trustees of a
Shareholder Trust. The Shares so transferred shall not be converted into shares of the
Company’s Class A Common Stock as a result of such transfer.”



     2. The first paragraph of Section 7 of the Agreement is amended in its entirety to read:




     “7. Purchase of Stock Upon Death, Incompetency, or Bankruptcy of Shareholder.
Upon the death or incompetency of any Shareholder or the filing of a voluntary or
involuntary bankruptcy petition by or against any Shareholder (a “Noncontinuing
Shareholder”), the Company and the other Shareholders (the “Continuing Shareholders”) shall
have the right to purchase the Shares owned by the Noncontinuing Shareholder (including any
Shares or interest therein owned by his or her spouse, if any) in the manner set forth in
this Section 7, unless the Noncontinuing Shareholder (i) previously transferred the Shares,
pursuant to Section 5, to a Shareholder Trust, (ii) made a transfer, pursuant to Section 5,
to a Shareholder Trust, said transfer being effective upon death, incompetency or
bankruptcy, (iii) previously transferred the Shares to a



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Shareholder pursuant to Section 2, or (iv) made a transfer to a Shareholder, pursuant
to Section 2, said transfer being effective upon death, incompetency, or bankruptcy. In
each of the foregoing circumstances, no option to purchase the Shares shall arise and no
conversion of the Shares into Class A Common Stock shall occur. For purposes of this
Section 7, a Shareholder shall be deemed incompetent if the Shareholder is adjudicated
incompetent in an appropriate judicial proceeding.”



     3. Section 16 of the Agreement is amended in its entirety to read:




     “16. Shareholder Defined. In addition to John G. Sperling, Peter V. Sperling, the John
Sperling Voting Stock Trust, and the Peter Sperling Voting Stock Trust, the term Shareholder
as used herein shall also include (i) any person, his successors and assigns, and any
corporation, partnership, joint venture, association, or other entity, whether or not such
individual or entity is a Shareholder as of the date hereof, who acquires any Shares from
any Shareholder, directly or indirectly, by any means whatsoever in a transaction permitted
by this Agreement, or (ii) any person or entity who acquires Shares from the Company and who
agrees (and whose spouse consents, if necessary) to become a party to and be bound by the
terms of this Agreement, but any Shareholder who no longer owns any Shares shall not be
entitled to any of the benefits of this Agreement.”



4. The John Sperling Voting Stock Trust and the Peter Sperling Voting Stock Trust hereby
formally join the Agreement as signatories and agree to be bound by the terms and conditions
of the Agreement as Shareholders, effective as of the date each such Shareholder Trust
received a transfer Shares from a Shareholder.



     5. The Agreement, as hereby amended, is confirmed.



[Signature Page Immediately Follows.]




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     In witness whereof, the parties have executed this document as of the date stated above.



	 	 	 	 	 	 	 	 
	Shareholders:	 	The Company:	 
	 
	 	 	 	 	 	 	 
	 	 	 	 	APOLLO GROUP, INC.	 
	 
	 	 	 	 	 	 	 
	/s/ John G. Sperling	 	By:	 	/s/ Charles B. Edelstein	 
	 
	 	 	 	 	 
	John G. Sperling	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	/s/ Peter V. Sperling	 	 	 	 	 
	 
	 	 	 	 	 
	Peter V. Sperling	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	JOHN SPERLING VOTING STOCK TRUST	 	PETER SPERLING VOTING STOCK TRUST	 
	 
	 	 	 	 	 	 	 
	By:

	 	/s/ John G. Sperling
	 	By:
	 	/s/ Peter V. Sperling	 
	 	 	 
	 	 	 	 	 
	 	 	John G. Sperling, Trustee	 	 	 	Peter V. Sperling, Trustee	 







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