COMPLIANCE CommITTEE CHARTER

I. Purpose

The primary purpose of the Compliance Committee (the “Committee”) of the Board of Directors (the “Board”) of Scientific Games Corporation (the “Company”) is is to provide oversight and guidance to the Compliance Program with respect to: (i) compliance with the laws and regulations applicable to the Company’s business, specifically including gaming laws; and (ii) compliance with Company policies by employees, officers, directors and other representatives of the Company.

II. Membership

The Compliance Committee shall be chaired by an “independent director and composed entirely of “independent” directors within the meaning of Rule 4200(a)(15) of the Nasdaq National Marketplace Rules. No member shall participate in any issue as to which that member has a direct personal, financial or business interest. The members of the Committee and the Chair of the Committee shall be appointed annually by the Board on recommendation of the Nominating and Corporate Governance Committee of the Board. Members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

The Chairman or, in the event of his absence from any meeting, another member of the Committee designated by vote of the members in attendance as such meeting, will chair all meetings of the Committee. The agenda of the Committee is determined by the Committee Chair in consultation with the VP-Chief Legal Counsel, Compliance and VP-Security and Compliance (“Compliance Officers”). Any other member of the Committee shall have the right to submit items to be included on the agenda for any Committee meeting. While the Compliance Officers are not members of the Committee, they attend Committee meetings, when not in executive session, to provide information on the Compliance Program and respond to questions about the Program. The Compliance Officers are responsible for preparing information about the Compliance Program that the Compliance Committee requests or needs to meet its oversight responsibilities. The General Counsel or designated outside counsel may serve as counsel to the Committee at the Committee’s discretion.

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The Committee shall meet at least four times annually, or more frequently as the Committee may determine. Members of management and others may attend meetings at the invitation of the Committee, as necessary. The Chairman of the Committee shall report to the Board regularly regarding the Committee’s activities and actions and any matter of material concern to the Company, including at the first Board meeting following any Committee meeting.

The Committee shall keep regular minutes of its meetings and report the same to the Board upon request.

III. Authorities and Responsibilities

Compliance Program Responsibilities of the Committee include:

• Review the Code of Conduct applicable to employees, officers and directors at least annually and make recommendations to the Board as appropriate.
• Provide oversight as needed to ensure that the Compliance Program effectively prevents and/or detects violations of law, regulation, company policy, special conditions imposed on the Company by any licensing authorities, and the Code of Conduct by Scientific Games employees and agents.
• Oversees the compliance review process to ensure that Scientific Games does business with entities/individuals who possess good character, honesty and integrity.

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• Review and evaluate, at least annually, the performance of the Committee, including compliance by the Committee with this Charter.
• Review and assess, at least annually, the adequacy of this Charter and submit any proposed changes to the Board for approval.
• Review resources assigned to the Compliance Program to assess their adequacy relative to the Program's effectiveness.
• Receive such reports of alleged misconduct and other issues as the Compliance Officers deem appropriate to the Board. The Compliance Officers shall report to the Committee potential criminal acts committed by directors, officers, employees and agents of the Company and all disciplinary action against responsible managers for compliance infractions as soon they become aware of them and no later than the next scheduled meeting of the Committee.

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Perform any other activity consistent with this Charter or the Company’s Certification of Incorporation or Bylaws as the Committee may deem necessary or appropriate for the fulfillment of its responsibilities under this Charter or as required by applicable law or regulation, or as may be determined by the Board.

IV. Committee Resources

The Committee shall have the authority to retain, at the expense of the Company, such independent legal and other advisors as it shall deem necessary to carry out its duties, without Board or management approval

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