APOLLO GROUP, INC.
SECOND AMENDED AND RESTATED DIRECTOR STOCK PLAN
ESTABLISHMENT, PURPOSE AND DURATION
1.1 Establishment of the Plan. Apollo Group, Inc., an Arizona corporation, hereby establishes the "Apollo Group,
Inc. Director Stock Plan" (the "Plan") for the benefit of its Nonemployee Directors. The Plan sets forth the terms
of initial and annual grants of Stock Options to Nonemployee Directors, and such grants are subject to the terms
and provisions in this Plan.
1.2 Purpose of the Plan. The purpose of the Plan is to encourage ownership in the Company by Nonemployee
Directors and to strengthen the ability of the Company to attract and retain the services of experienced and
knowledgeable individuals as Nonemployee Directors of the Company and to provide those individuals with a
further incentive to work for the best interests of the Company and its shareholders.
1.3 Effective Date. The Plan is effective as of August 5, 1994 (the "Effective Date"). Within one year after the
Effective Date, the Plan shall be submitted to the shareholders of the Company for their approval. The Plan will
be deemed to be approved by the shareholders if it receives the affirmative vote of the holders of a majority of
the shares of stock of the Company present, or represented, and entitled to vote at a meeting duly held (or by the
written consent of the holders of a majority of the shares of stock of the Company entitled to vote) in accordance
with the applicable provisions of the Arizona General Corporation Law and the Company's Bylaws and Articles
of Incorporation. Any Awards granted under the Plan prior to shareholder approval are effective when made
(unless the Committee specifies otherwise at the time of grant), but no Award may be exercised or settled and no
restrictions relating to any Award may lapse before shareholder approval. If the shareholders fail to approve the
Plan, any Award previously made shall be automatically canceled without any further act.
1.4 Duration of