KNOW ALL MEN BY THESE PRESENTS, that
the undersigned hereby constitutes and
appoints the following executive
officers of Apollo Group, Inc.
(the “Company”): Joseph L.
D’Amico and Brian L. Swartz, and each of them,
his or her true and
lawful attorney-in-fact to:
(1) execute for and on behalf of
the undersigned, in the undersigned’s
capacity as an executive
officer of the Company and/or a member of the
Company’s Board of
Directors, any and all Form 4, Form 5 and other reports
required
to be filed by the undersigned in accordance with Section 16a of
the
Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all
acts for and on behalf of the
undersigned which may be necessary or
desirable to complete and execute any
such Form 4, Form 5 or
other required report and timely file such report with
the United States
Securities and Exchange Commission and any stock exchange or
similar
authority; and
(3) take any other action of any
type whatsoever in connection with the
foregoing which, in the opinion of
such attorney in fact, may be of benefit
to, in the best interest of, or
legally required by, the undersigned, it
being understood that the
documents executed by such attorney in fact on
behalf of the undersigned,
pursuant to this Power of Attorney, shall be in
such form and shall
contain such terms and conditions as such attorney in fact
may approve in
his discretion.
The undersigned hereby grants to each
such attorney-in-fact full power and
authority to do and perform each and
every act and thing whatsoever requisite,
necessary, and proper to be done
in the exercise of any of the rights and
powers herein granted, as fully
to all intents and purposes as the undersigned
might or could do if
personally present, with full power of substitution or
revocation, hereby
ratifying and confirming all that such attorney-in-fact,
or his or her
substitute or substitutes, shall lawfully do or cause to be
done by virtue
of this Power of Attorney and the rights and powers herein
granted. The
undersigned acknowledges that no such attorney in fact, in
serving in such
capacity at the request of the undersigned, is hereby
assuming, nor is the
Company hereby assuming, any of the undersigned’s
responsibilities
to comply with Section 16 of the Securities Exchange Act of
1934.
This Power of Attorney shall remain in
full force and effect until the
undersigned is no longer required to file
Form 4, Form 5 or other reports
with respect to the
undersigned’s holdings of and transactions in securities
issued by
the Company, unless earlier revoked by the undersigned in a signed
writing
delivered to the foregoing attorneys in fact.
IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be
executed as of this 23th day of March,
2011.
/s/ D.E. Shupp