Compuware Shareholders To Vote On Anti Takeover Plan At Annual Meeting

DETROIT – Compuware announced that the company’s Board of Directors at

its May 5 meeting unanimously voted to amend the company?s shareholder rights plan to make a hostile takeover less likely.

Shareholders will vote on the amended plan at the company’s 2006 Annual Meeting August 22. Compuware, in a filing with the Securities and Exchange Commission, said the plan amendments were not adopted in response to any specific acquisition proposal, nor to prevent full and fair price offers for the company.

The SEC filing also said the Deferred Compensation Plan now allows directors to defer all or a portion of their cash compensation in the form of cash or deferred compensation units, with each Unit representing one share of common stock. The number of Units allocated to a director’s Deferred Compensation Plan account is calculated by dividing the amount of fees the director elects to defer into Units by the fair market value of a share of Company common stock on the date the fees otherwise would have been paid.

The value of Units in a director’s Plan account (each Unit having a value equal to the fair market value of one share of the Company’s common stock at the time of distribution), plus interest accrued on the cash in the account at the U.S. federal funds rate, will be distributed to the director in a lump sum or according to a schedule, as elected by the director, beginning on the earliest of the director’s death, the director’s disability, a change in control of the Company, the director’s separation from service or a specified date elected by the director.

Participating directors are also permitted to make withdrawals in the event of an “unforeseeable emergency” that qualifies as a permissible distribution event for purposes of Section 409A of the Internal Revenue Code.

“The plan provides a tool for the company’s Board of Directors to

defend all Compuware shareholders against abusive tactics designed to gain control of the company without paying a fair premium,” said Compuware Chairman and CEO Peter Karmanos, Jr. “The Compuware Board of Directors regularly reviews and enhances the company’s corporate governance practices, including those related to the shareholder rights plan. These progressive amendments to the plan will continue to protect shareholder value while reflecting current best-practices in corporate governance. The Compuware Board unanimously recommends a vote for the plan.”

For more information, click on Compuware.Com

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