**Exhibit      99.2**

 HANOVER    FOODS CORPORATION NOMINATINGAND CORPORATE GOVERNANCE COMMITTEE CHARTERAdopted August 25, 2004

This Nominating      and Corporate Governance Committee Charter (the “Charter”) has      been adopted by the Board of Directors (the “Board”) of Hanover      Foods Corporation (the “Company”). 

**Purpose**

 The Nominating      and Corporate Governance Committee (the “Committee”) of the Board      is responsible for developing and recommending to the Board a set of corporate      governance policies for the Company, establishing criteria for selecting      new directors, and identifying, screening and recruiting new directors.      The Committee will also recommend to the Board nominees for directors and      for committee membership. 

**Composition**

The        Committee shall be comprised of three or more members, all of whom must        qualify as independent directors (“Independent Directors”)        under the Corporate Governance Rules of The Nasdaq Stock Market, Inc.        (“NASDAQ”).

 Notwithstanding      this independence requirement, if the Committee is comprised of at least      three members, one director, who is not independent as defined in Rule      4200 of the NASDAQ Corporate Governance Rules, and is not a current officer      or employee of the Company or a Family Member (as defined in Rule 4200      of the NASDAQ Corporate Governance Rules) of such person, may be appointed      to the Committee if the Board, under exceptional and limited circumstances,      determines that such individual’s membership on the committee is required      by the best interests of the Company and its shareholders, and the Board      discloses, in the next annual meeting proxy statement subsequent to such      determination (or in Form 10-K if the Company does not file a proxy statement),      the nature of the relationship and the reasons for the determination. A      member appointed under this exception may not serve longer than two years. 

The        Committee members shall be appointed by the Board. The Board shall appoint        one member of the Committee as chairperson. The chairperson shall be        responsible for leadership of the Committee, including overseeing the        agenda, presiding over the meetings and reporting to the Board. If the        Committee chairperson is not present at a meeting, the remaining members        of the Committee may designate an acting chairperson.

 A member      shall promptly notify the Committee and the Board if the member is no longer      an Independent Director and such member shall be removed from the Committee      unless the Board determines that an exception to the Independent Director      requirement is available under the NASDAQ Corporate Governance Rules with      respect to such member’s continued membership on the Committee. 

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**Meetings      and Procedures**

 Unless      specified otherwise in the Company’s Charter, Bylaws and applicable      state law, the following shall apply: 

| • | The Committee        shall fix its own rules of procedure, which shall be consistent with        the Bylaws of the Company and this Charter.                                                                                                                                                                                                                                                                                                                                                                                                             |
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| • | The Committee        shall meet at least annually and more frequently as circumstances require.                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| • | The chairperson        of the Committee or a majority of the members of the Committee may call        special meetings of the Committee.                                                                                                                                                                                                                                                                                                                                                                                                                 |
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| • | The chairperson,        in consultation with other members of the Committee, shall set the length        of each meeting and the agenda of items to be addressed at each meeting        and shall circulate the agenda to each member of the Committee in advance        of each meeting.                                                                                                                                                                                                                                                                |
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| • | A majority        of the members of the Committee shall constitute a quorum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| • | The Committee        may request that any directors, officers or employees of the Company,        or other persons whose advice and counsel are sought by the Committee,        attend any meeting of the Committee and/or provide such pertinent information        as the Committee requests, except that no director of the Company shall        participate in discussions or attend any portion of a meeting of the        Committee at which that director’s recommendation for nomination        or committee selection is being discussed.  |
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| • | The Committee        shall keep written minutes of its meetings, which minutes shall be maintained        by the Company with the books and records of the Company. The chairperson        may designate an officer or employee of the Company to serve as secretary        to the Committee.                                                                                                                                                                                                                                                            |

**Responsibilities      and Duties of the Committee**

 The Committee      has the following duties and responsibilities: 

*Selection of Director      Nominees and Committee Membership*

| • | Determine        what types of backgrounds are needed to help strengthen and balance the        Board and establish the process for identifying and evaluating nominees        for director, including but not limited to establishing criteria for        selecting new directors.                                                                                                                                    |
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| • | Determine        the minimum qualifications that must be met by the Committee recommended        candidates.                                                                                                                                                                                                                                                                                                           |
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| • | Conduct        background and qualifications checks of persons the Committee wishes        to recommend to the Board as candidates or to fill vacancies.                                                                                                                                                                                                                                                               |
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| • | Conduct        director evaluations prior to recommendation of incumbent directors for        election.                                                                                                                                                                                                                                                                                                                |
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| • | Recommend        to the Board the slate of nominees of directors to be proposed for election        at the shareholders’ meeting and recommend to the Board individuals        to be considered by the Board to fill vacancies. Approvals should follow        a review by the Committee of the performance and contribution of fellow        directors as well as the qualifications of proposed new directors.  |

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| •                                                                                      | Recommend        to the Board those directors to be selected for membership on the various        Board committees. Recommendations should consider the qualifications        for membership on each committee, whether the candidate will be able        to devote the requisite time to the Committee, the extent to which there        should be a policy of periodic rotation of directors among the committees,        and any limitations on the number of consecutive years a director should        serve on any one Board committee.  |
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| •                                                                                      | Recommend        director and committee member/chair compensation for those directors        who are not also salaried officers of the Company to the board.                                                                                                                                                                                                                                                                                                                                                                                   |
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| •                                                                                      | Establish        policies regarding the consideration of director candidates recommended        by shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| •                                                                                      | Establish        procedures to be followed by shareholders in submitting recommendations        for director candidates.                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| *Development          and Implementation of Policies Regarding Corporate Governance Matters* |
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| •                                                                                      | Recommend        to the Board policies to enhance the Board’s effectiveness, including        with respect to the distribution of information to Board members, the        size and composition of the Board, and the frequency and structure of        Board meetings.                                                                                                                                                                                                                                                                   |
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| •                                                                                      | Develop        and review periodically, and at least annually, the corporate governance        policies of the Company to ensure that they are appropriate for the Company        and that policies of the Company comply with applicable laws, regulations        and listing standards, and recommend any desirable changes to the Board.                                                                                                                                                                                                    |
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| •                                                                                      | Consider        any other corporate governance issues that arise from time to time, and        recommend appropriate actions to the Board.                                                                                                                                                                                                                                                                                                                                                                                                     |
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| •                                                                                      | Assist        management in the review of director and officer liability insurance        requirements and the alternative methods available for satisfying them.                                                                                                                                                                                                                                                                                                                                                                              |
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| *Other          Matters*                                                                     |
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| •                                                                                      | Report        to the Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| •                                                                                      | Perform        such other duties and responsibilities as may be assigned to the Committee,        from time to time, by the Board.                                                                                                                                                                                                                                                                                                                                                                                                             |

**Investigations      and Studies; Outside Advisors**

 The Committee      may conduct or authorize investigations into or studies of matters within      the scope of the Committee’s duties and responsibilities, and may      retain, at the Company’s expense, such experts and other professionals      as it deems necessary. The Committee shall have the sole authority to retain      or terminate any search firm to be used to identify and evaluate director      candidates, including sole authority to approve the search firm’s      fees and other retention terms, such fees to be borne by the Company. 

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