**Exhibit 99.2**

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**ALLIANCE GAMING CORPORATION**

**NOMINATING AND CORPORATE GOVERNANCE COMMITTEECHARTER**

 

1.                                       **Members. **TheNominating and Corporate Governance Committee shall consist of at least threeor more members who shall be appointed by and serve at the pleasure of theBoard of Directors.  Each member must bea director who meets the New York Stock Exchange definition of “independence,”as determined by the Board.  The Boardshall designate one member as the committee’s chair.

 

2.                                       **Purpose, Duties, and Responsibilities. **The Committee shall be responsiblefor assisting the Board of Directors in identifying, screening, andrecommending qualified candidates to serve as directors of the Company and forconsidering and making recommendations to the Board concerning the Company’scorporate governance policies, principles and guidelines, including, but notlimited to, the appropriate size, function and needs of the Board.  Specifically, the Committee shall have theauthority and responsibility to:

 

a.                                       Identify individuals qualified to becomeBoard members, consistent with criteria approved by the Board.

 

b.                                      Recommend that the Board select directornominees for election or re-election to the Board at each annual meeting of theshareholders of the Company.

 

c.                                       Recommend that the Board select directornominees for election by the Board to fill vacancies occurring on the Board.

 

d.             Consider shareholder nominees.

 

e.                                       Recommend to the Board the selection criteriato be used by the Committee in seeking nominees for election to the Board.

 

f.                                         Aid in attracting qualified candidates toserve on the Board.

 

g.                                      Review any outside directorships in otherpublic companies held by any officer of the Company or other key Companymanagement personnel.

 

h.                                      Monitor and recommend the functions of thecommittees of the Board.

 

i.                                          Recommend members of the committees of theBoard.

 

j.                                          Advise on changes in director compensation.

 

k.                                       Recommend to the Board the structure andschedule of Board meetings.

 

l.                                          Consider matters of corporate governance, anddevelop and recommend to the Board and periodically review the Company’scorporate governance principles.

 

m.            Review periodically the Company’s shareholder rightsplan.

 

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n.             Review periodically the Company’s director retirementpolicies.

 

o.                                      Consider and recommend to the Boardcandidates for succession at the Chairman of the Board and the Chief ExecutiveOfficer levels, including whether or not the role of the Chairman and ChiefExecutive Officer should be separate or combined.

 

p.                                      Review periodically with the chief executiveofficer the succession plans relating to the positions held by executiveofficers of the company (other than the chairman and the chief executiveofficer), and make recommendations to the Board with respect to the selectionof individuals to occupy these positions.

 

q.             Oversee the evaluation of the Board and management.

 

r.                                         Report Committee actions to the Board.

 

s.                                       Evaluate the performance of the Committeeannually.

 

t.                                         Make such additional reports andrecommendations to the Board as the Committee may see fit within the scope ofits functions.

 

u.                                      Perform such other duties andresponsibilities as may be assigned to the Committee from time to time by theBoard or the Board Chairman.

 

v.                                      Appoint one or more subcommittees composed ofone or more directors and delegate any of its duties and responsibilities tosuch subcommittees, as the Committee may from time to time deem appropriate.

 

w.                                    Delegate any of its duties andresponsibilities to officers of the company or other key company managementpersonnel, as the Committee may from time to time deem appropriate, except thatthe Committee shall not delegate its duties and responsibilities underparagraph 2.b and 2.c..

 

x.                                        Retain, consult with, and seek advice fromappropriate management personnel, outside consultants, auditors, actuaries,investment managers, or attorneys, on any of its duties and responsibilities,as the Committee may from time to time deem appropriate.  If the Committee engages a search firm toidentify director candidates, the Committee shall have sole authority to retainand terminate the firm, including sole authority to approve the firm’s fees andother retention terms.

 

3.                                       **Meetings. **TheCommittee shall meet as often as it deems necessary or appropriate, in itsjudgment, but not less than two times per year, either in person ortelephonically, and at such times and places as the Committee determines.  The Committee shall report to the full Boardwith respect to each meeting and shall make such reports to shareholders as arerequired by applicable regulations oras are deemed advisable in the Committee’s judgment.  A majority of the members of the Committeeshall constitute a quorum.

 

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