APOLLO GROUP INC
EX-10.10B
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<TYPE>EX-10.10B
<SEQUENCE>3
<FILENAME>p65864ex10-10b.txt
<DESCRIPTION>EX-10.10B
<TEXT>
<PAGE>

                                                                  Exhibit 10.10b


                       AMENDMENT TO SHAREHOLDER AGREEMENT


         This Amendment to Shareholder Agreement is made as of May 25, 2001 by
and among John G. Sperling, Peter V. Sperling, and Todd S. Nelson (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 (the "Agreement"); the other parties to
the Agreement (William H. Gibbs, John D. Murphy, James W. Hoggatt, and Jerry F.
Noble) no longer own any of the Class B Common Stock of the Company; and the
Shareholders wish to amend the Agreement;

         Now, therefore, it is agreed:

         1. Section 2 of the Agreement is amended in its entirety to read:

                  "2. Transfer to Other Shareholder(s). Notwithstanding the
         provisions of Section 1 or Section 7 hereof, a Shareholder may transfer
         Shares to any other Shareholder. 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. 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
         any and all trustee(s) of such a Shareholder Trust are Shareholders and
         enter into an agreement with the Company acknowledging the existence of
         this Agreement and agreeing that any disposition of the Shares by the
         trustees (including any transfers to beneficiaries) will be made in
         compliance with the terms and conditions of this Agreement. The Shares
         so transferred shall not be converted into shares of the Company's
         Class A Common Stock as a result of such transfer. In addition, John G.
         Sperling may transfer shares to a Shareholder Trust in which the
         trustees are Peter V. Sperling, Todd S. Nelson, and Jon S. Cohen, with
         the following provision to fill any vacancy as trustee: if any named
         trustee resigns or is unavailable to serve, the remaining trustee(s)
         shall appoint the successor trustee(s) and in the case of any
         disagreement, the Board of Directors of the Company shall appoint the
         successor trustee. The Shares so transferred shall not be converted
         into shares of the Company's Class A Common Stock as a result of such
         transfer."

         3. 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
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         "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 made a
         transfer pursuant to Section 2 or Section 5 hereof that is effective
         upon death, incompetency, or bankruptcy. For purposes of this Section
         7, a Shareholder shall be deemed incompetent if the Shareholder is
         adjudicated incompetent in an appropriate judicial proceeding."

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

                  "16. Shareholder Defined. In addition to John G. Sperling,
         Peter V. Sperling, and Todd S. Nelson, 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."

         5. Peter V. Sperling represents and warrants that his shares of Class B
Common Stock are his sole and separate property. The spouse of Todd S. Nelson
has signed the consent attached.

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

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

Shareholders:                              The Company:

                                           APOLLO GROUP, INC.

                                           By:
-------------------------------------        -----------------------------------
John G. Sperling



-------------------------------------
Peter V. Sperling



-------------------------------------
Todd S. Nelson




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