COMPUWARE CORPORATION AMENDED AND RESTATED 2005 NON-EMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN

2.1

“ Beneficiary ” means the person that the Participant designates in writing, on a form prescribed by the Company, to receive payments under the Plan after the Participant’s death. If there is no such designation or if the designated Beneficiary predeceases the Participant, the Beneficiary shall be his spouse, if any, and if none, his estate.

2.2

“ Code ” means the Internal Revenue Code of 1986, as amended.

2.3

“ Committee ” means the Compensation Committee of the Board of Directors or any other committee meeting the standards of Rule 16b-3 under the Exchange Act, or any similar successor rule, appointed or designated by the Board of Directors to perform any of the functions and duties of the Committee under this Plan, or, if so designated by the Board of Directors, the Board of Directors as a whole.

2.4

“ Company ” means Compuware Corporation, a Michigan corporation, or any successor of Compuware Corporation.

2.5

“Compensation ” means a Participant’s fees, payable in cash, for services rendered by a Participant as a Director of the Company during a calendar year. Compensation shall not include any amounts paid by the Company to a Participant that are not strictly in consideration for personal services, such as expense reimbursements.

2.6

“ Deferred Compensation Agreement ” means a written agreement between a Participant and the Company in substantially the form set forth in Appendix A, whereby a Participant agrees to defer all or a portion of his or her Compensation in the form of Restricted Stock Units and the Company agrees to grant Restricted Stock Units under the LTIP with the terms set forth in the Restricted Stock Unit Award Agreement.

2.7

“ Director ” means an individual who is not an employee of Compuware Corporation and who is a member of the Board of Directors of Compuware Corporation.

2.8

“ LTIP ” means the Company’s 2007 Long Term Incentive Plan, as amended from time to time.

2.9

“ Participant ” means any Director who has entered into a written Deferred Compensation Agreement with the Company in accordance with the provisions of the Plan.

2.10

“ Restricted Stock Unit ” shall have the same meaning as defined in the LTIP.

2.11

“ Restricted Stock Unit Award Agreement ” means the form of Restricted Stock Unit Award Agreement (CPWR Director Deferred Plan Automatic Grant Version) attached hereto as Appendix B.

3.1

Execution of Agreement : A Director who wishes to participate in the Plan must execute a Deferred Compensation Agreement either (a) for newly eligible Participants, within 30 days after first becoming eligible to participate in the Plan (to defer Compensation for the remainder of that calendar year and subsequent years), or (b) prior to January 1 of the first calendar year for which the Deferred Compensation Agreement is to be effective.

3.2

Deferral Election : Any Director may elect to have some or all of his or her Compensation deferred. All deferred Compensation shall be payable in the form of Restricted Stock Units. The number of Restricted Stock Units will be specified in the Restricted Stock Unit Award Agreement and shall be determined by dividing the amount of deferred Compensation that would otherwise have been payable on such date (but for such deferral election) by the closing price on the Nasdaq of the Common Stock on the day prior to the date such cash compensation becomes due from the Company but for such deferral election (or if the Common Stock was not traded on the Nasdaq on such day, then the closing price on the next preceding date on which the Common Stock was so traded).

3.3

Change of Deferral Election : An election to defer Compensation shall remain in effect for future calendar years unless changed in acco