Summary of APOLLO GROUP INC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On December 12, 2008, Apollo Group, Inc. (the "Company") entered into amendments to the following employment agreements with three named executive officers of the Company:

 Name                        Title                       Agreement
 Joseph L. D'Amico           President, Chief            Employment Agreement
                             Financial Officer and       between the Company and
                             Treasurer                   Joseph L. D'Amico, dated
                                                         June 5, 2007, as amended
                                                         effective as of June 15,
                                                         2007

 Gregory W. Cappelli         Executive Vice President,   Employment Agreement
                             Global Strategy and         between the Company and
                             Assistant to the            Gregory W. Cappelli,
                             Executive Chairman          dated June 28, 2007,
                                                         effective as of March 31,
                                                         2007

 P. Robert Moya              Executive Vice President,   Employment Agreement
                             General Counsel and         between the Company and
                             Secretary                   P. Robert Moya, dated
                                                         August 31, 2007,
                                                         effective as of August
                                                         31, 2007

The amendment to each employment agreement will become effective as of January 1, 2009 and will effect the following principal changes to each agreement:
(i) The various compensation provisions in effect for the named executive officer under his employment agreement will be restructured so as to comply with the applicable requirements of Section 409A of the Internal Revenue Code and the Treasury Regulations issued thereunder.
(ii) The bonus component of the severance benefit formula that would become applicable upon an involuntary termination of the named executive officer's employment by the Company without cause or upon his resignation for good reason will be modified so that the formula will no longer be tied to a multiple (two times for Messrs. D'Amico and Cappelli and one time for Mr. Moya) of his target bonus for the year in which such termination or resignation occurs. Instead, the bonus component of the formula will be tied to the applicable multiple of the average of the actual bonuses earned by the named executive officer for the three (or fewer) fiscal years preceding the fiscal year in which such termination or resignation occurs. In addition, the Company entered into amended and restated restricted stock unit issuance agreements with each of the three named executive officers for the purpose of bringing the prior agreements into documentary compliance with
Section 409A of the Internal Revenue Code, effective January 1, 2009.

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