CORPORATE GOVERNANCE GUIDELINES (As Revised on November 14, 2007)

This report shall include a review of any recommendations or issues that arise with respect to Board or committee nominees or membership, Board performance, corporate governance

Assessing Board Performance The Nominating/Corporate Governance Committee is responsible for managing the evaluation process for the Board and for reporting the

The Nominating and Corporate Governance Committee shall be responsible, after consultation with the Chairperson of the Board, for making recommendations to the Board with respect

The Nominating and Corporate Governance Committee is responsible for identifying, reviewing, evaluating and recommending to the Board candidates to serve as directors of Rally,

The Nominating and Corporate Governance Committee will identify and select, or recommend that the Board select, Board candidates the Nominating and Corporate Governance Committee

The Nominating Committee of the Board of Directors shall review these Corporate Governance Guidelines, on at least an annual basis and report to the Board with any

The Board delegates the process of screening director candidates to the Nominating and Corporate Governance Committee, which may solicit advice from the Chairman of the

However, each director should notify the Chairman of the Board and the Chairman of the Nominating and Corporate Governance Committee in advance (to the extent