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Phantom Stock Plan

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1. DEFINITIONS. As used in this Plan, the following terms shall have the
following meanings:

(a) "Award" shall mean an award of Phantom Shares granted pursuant to
Section 6 of this Plan.

(b) "Board of Directors" shall mean the Board of Directors of the

(c) "Cause" shall mean termination for (1) the Participant's continued
failure to make a good faith effort to perform the Participant's duties,
(2) any willful act or omission by the Participant that the Participant
knew or had reason to know would injure the Company or any of its
subsidiaries, (3) the Participant's fraud, (4) the Participant's
dishonesty, or (5) the Participant's commission of a felony, or the
Participant's violation of any law relating to the Participant's service as
a member of the Board of Directors.

(d) "Committee" shall mean 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.

(e) "Company" shall mean Compuware Corporation, a Michigan
corporation, or any successor of Compuware Corporation.

(f) "Discretion" shall mean the sole discretion of the Committee, with
no requirement whatsoever that the Committee follow past practices, act in
a manner consistent with past practices, or treat any director in a manner
consistent with the treatment afforded other directors with respect to this
Plan or otherwise.

(g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.

(h) "Participant" shall mean any member of the Board of Directors who
is not an employee of the Company.

(i) "Phantom Share" shall mean the right to receive the Value of a
share of the Company's common stock in cash from the Company. Such right
shall be subject to the vesting and other terms and conditions of this Plan
and the agreement between the recipient of the Phantom Share and the
Company entered into at the time such Phantom Share was granted.

(j) "Plan" shall mean this Compuware Corporation 2002 Directors
Phantom Stock Plan, as amended from time to time as provided herein.

(k) "Value" as of any particular date shall mean the average of the
high and low sale prices per share of the Company's common stock on the
Nasdaq Stock Market ("NSM") for the most recent day prior to such date on
which the Company's common stock was traded on the NSM. If the Company's
common stock is not listed for trading on the NSM, (1) the

last reported sale price per share on the securities exchange (or, if there
is more than one, the principal such exchange) on which the Company's
common stock is then traded; (2) if the Company's common stock is not then
listed for trading on any securities exchange or the NSM but bid and ask
information is reported by Nasdaq or another generally accepted reporting
service, the average of the high bid and low asked prices per share of the
Company's common stock, as so reported by Nasdaq or, if not reported by
Nasdaq, another generally accepted reporting service; (3) if none of the
foregoing is applicable, the fair market value of a share of Company common
stock as of the relevant date, as determined by the Committee.

2. PURPOSES OF PLAN. The purposes of this Plan are (a) to provide
directors of the Company with an increased incentive to make significant
and extraordinary contri
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