Filed                 Michigan Department of

                            October 23, 1992           Commerce Corporation and

                                                       Securities Bureau

 

                              Administrator

                       Michigan Department of Commerce

                       Corporation and Securities Bureau

 

                       RESTATED ARTICLES OF INCORPORATION

                     For Use by Domestic Profit Corporations

 

         Pursuant to the provisions of Act 284, Public Acts of 1972, the

undersigned corporation executes the following Articles:

 

 

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1.       The present name of the corporation is:  Compuware Corporation

 

2.       The corporation identification number (CID) assigned by the Bureau

         is:  008-375

 

3.       All former names of the corporation are: N/A

 

4.       The date of filing the original Articles of Incorporation was

         March 23, 1973.

 

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         The following Restated Articles of Incorporation supersede the Articles

of Incorporation as amended and shall be the Articles of Incorporation of the

corporation:

 

                                    ARTICLE I

 

         The name of the corporation is:    Compuware Corporation

 

 

 

 

 

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                                   ARTICLE II

 

The purpose or purposes for which the corporation is formed are to engage in any

activity within the purposes for which corporations may be formed under the

Michigan Business Corporation Act.

 

 

                                   ARTICLE III

 

The total authorized capital stock is:

 

1.       Common Shares     80,000,000 shares, Common Stock, $0.01 Par Value

 

         Preferred Shares  5,000,000 shares, Class A Preferred Stock, No Par

                           Value 729,395 shares, Convertible Participating

                           Preferred Stock, No Par Value 300,000 Class B

                           Preferred Stock, $0.01 Par Value.

 

2.       A statement of all or any of the relative rights, preferences and

         limitations of the shares of each class is as follows:

 

         a.       Class A Preferred Stock. The Board of Directors may cause the

                  corporation to issue Class A Preferred Stock in one or more

                  series, each series to bear a distinctive designation and to

                  have such relative rights and preferences as shall be

                  prescribed by resolutions of the Board of Directors. Such

                  resolutions, when filed, shall constitute amendments to these

                  Restated Articles of Incorporation. Except as otherwise

                  required by law, holders of the Class A Preferred Stock shall

                  not be entitled to vote on any matter.

 

         b.       Convertible Participating Preferred Stock. The Convertible

                  Participating Preferred Stock shall have the rights,

                  preferences and limitations set forth in Article III, 2, (b)

                  attached hereto as Exhibit A.

 

         c.       Class B Preferred Stock. The Class B Preferred Stock shall

                  have the rights, preferences and limitations set forth in

                  Article III, 2, (c) attached hereto as Exhibit B.

 

         d.       Preemptive Rights. Shareholders shall have no preemptive

                  rights to subscribe for any additional shares of capital stock

                  or other obligations convertible into shares of capital stock

                  to be issued by the corporation.

 

 

 

 

 

 

 

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                                   ARTICLE IV

 

1.       The address of the current registered office is:

 

         31440 Northwestern Highway

         Farmington Hills, Michigan 48334-2564

 

2.       The mailing address of the current registered office if different than

         above:

 

         N/A

 

3.       The name of the current resident agent at the registered office is:

 

         Thomas Thewes

 

 

                                    ARTICLE V

 

         When a compromise or arrangement or a plan of reorganization of this

corporation is proposed between this corporation and its creditors or any class

of them or between this corporation and its shareholders or any class of them, a

court of equity jurisdiction within the state, on application of this

corporation or of a creditor or shareholder thereof, or on application of a

receiver appointed for the corporation, may order a meeting of the creditors or

class of creditors or of the shareholders or class of shareholders to be

affected by the proposed compromise or arrangement or reorganization, to be

summoned in such manner as the court directs. If a majority in number

representing 3/4 in value of the creditors or class of creditors, or of the

shareholders or class of shareholders to be affected by the proposed compromise

or arrangement or a reorganization, agree to a compromise or arrangement or a

reorganization of this corporation as a consequence of the compromise or

arrangement, the compromise or arrangement and the reorganization, if sanctioned

by the court to which the application has been made, shall be binding on all the

creditors or class of creditors, or on all of the shareholders or class of

shareholders and also on this corporation.

 

                                   ARTICLE VI

 

         Any action required or permitted by the Act to be taken at an annual or

special meeting of shareholders may be taken without a meeting, without prior

notice and without a vote, if consents in writing, setting forth the action so

taken, are signed by the holders of outstanding shares having not less than the

minimum number of votes that would be necessary to authorize or take the action

at a meeting at which all shares entitled to vote on the action were present and

voted.

 

 

 

 

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                                   ARTICLE VII

 

         A director of the corporation shall not be personally liable to the

corporation or its shareholders for monetary damages for breach of the

director's fiduciary duty. However, this Article shall not eliminate or limit

the liability of a director for any of the following:

 

         (1)      A breach of the director's duty of loyalty to the corporation

                  or its shareholders.

 

         (2)      Acts or omissions not in good faith or that involve

                  intentional misconduct or knowing violation of law.

 

         (3)      A violation of Section 551(1) of the Michigan Business

                  Corporation Act.

 

         (4)      A transaction from which the director derived an improper

                  personal benefit.

 

         (5)      An act or omission occurring before the effective date of this

                  Article.

 

Any repeal, amendment or other modification of this Article shall not increase

the liability or alleged liability of any director of the corporation then

existing with respect to any state of the facts then or theretofore existing or

any action, suit or proceeding theretofore or thereafter brought or threatened

based in whole or in part upon any such state of facts. If the Act is

subsequently amended to authorize corporate action further eliminating or

limiting personal liability of directors, then the liability of directors shall

be eliminated or limited to the fullest extent permitted by the Act as so

amended.

 

                                  ARTICLE VIII

 

         These Restated Articles of Incorporation shall become effective, if not

previously abandoned by action of the shareholders or Board of Directors of the

corporation, on the date that a registration statement on Form S-1 for the

issuance to the public of Common Stock of the corporation is declared effective

by the Securities and Exchange Commission (the "Effective Date").

 

5.       COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE

         UNANIMOUS CONSENT OF THE INCORPORATORS BEFORE THE FIRST MEETING OF THE

         BOARD OF DIRECTORS; OTHERWISE, COMPLETE SECTION (b)

 

         a.       | |      These Restated Articles of Incorporation were

                           duly adopted on the ______ day of _________________,

                           19___, in accordance with the provisions of Section

                           642 of the Act by the unanimous consent of the

                           incorporators before the first meeting of the Board

                           of Directors.

 

                           Signed this ______ day __________________, 19__.

 

 

 

 

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                           ________________________     ________________________

 

                           ________________________     ________________________

 

 

                           [Signatures of all incorporators; type or print name

                           under each signature.]

 

         b.       |X|      These Restated Articles of Incorporation were duly

                           adopted on the 23rd day of October, 1992, in

                           accordance with the provisions of Section 642 of the

                           Act and: (check one of the following)

 

                           | |      were duly adopted by the Board of Directors

                                    without a vote of the shareholders. These

                                    Restated Articles of Incorporation only

                                    restate and integrate and do not further

                                    amend the provisions of the Articles of

                                    Incorporation as heretofore amended and

                                    there is no material discrepancy between

                                    those provisions and the provisions of these

                                    Restated Articles.

 

                           | |      were duly adopted by the shareholders. The

                                    necessary number of shares as required by

                                    statute were voted in favor of these

                                    Restated Articles.

 

                           |X|      were duly adopted by the written consent of

                                    the shareholders having not less than the

                                    minimum number of votes required by statute

                                    in accordance with Section 407 (1) of the

                                    Act. Written notice to shareholders who have

                                    not consented in writing has been given.

                                    (Note: Written consent by less than all of

                                    the shareholders is permitted only if such

                                    provision appears in the Articles of

                                    Incorporation.)

 

                           | |      were duly adopted by the written consent of

                                    all the shareholders entitled to vote in

                                    accordance with Section 407(2) of the Act.

 

                                           Signed this 23rd day of October, 1992

 

<TABLE>

 

<S>                                 <C>

                                                    W. James Prowse

                                    ----------------------------------------------------

                                        (Only signature of President, Vice President,

                                               Chairperson or Vice Chairperson)

                                            W. James Prowse, Senior Vice President

                                    ----------------------------------------------------

                                               (Print or type name and title)