EXECUTIVE & FINANCE CommITTEE CHARTER

I. Purpose

The purpose of the Executive and Finance Committee (the "Committee") of the Board of Directors (the "Board") of Scientific Games Corporation (the "Company") is to support the Board in the performance of its duties and responsibilities between regularly scheduled Board meetings, and to implement the policy decisions of the Board.

II. Membership and Organization

The Committee shall be comprised of three or more members as set by the Board from time to time. The Board will appoint the members of the Committee as needed to fill any vacancy, upon the recommendation of the Committee and the Nominating and Corporate Governance Committee of the Board. Unless removed by the Board, each member may serve for as long as he or she is a Director. The Committee will have a Chairman, who may be any member of the Committee that the Board shall from time to time select. The Chairman may resign the chair without resigning from the Committee. Unless otherwise provided in the By-Laws of the Company, a quorum of the Committee will consist of a majority of the members, whether or not the Chairman of the Committee shall be present.

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The Committee will meet as often as it determines is necessary or desirable. The Committee may from time to time decide to act by unanimous written consent in lieu of a meeting.

The Chairman of the Committee will (a) in consultation with the Company's Secretary, set the time and place of Committee meetings and notify members of meetings, (b) preside at Committee meetings and (c) in consultation with the other members of the Committee and the Company's Secretary, set the agenda of items to be addressed at each upcoming Committee meeting. Each member of the Committee may suggest the inclusion of items on such agenda, and may raise at any Committee meeting appropriate and relevant business subjects that are not on the agenda for that meeting. The Chairman of the Committee, with support as necessary or appropriate from the Company's Secretary, will endeavor to ensure, to the extent feasible, that the agenda for each upcoming meeting of the Committee is circulated to each member of the Committee in advance of the meeting.

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III. Duties and Responsibilities

The Committee will have the following duties and principal responsibilities:

General Duties and Responsibilities

The Committee will, to the extent permitted by applicable law, the Company's Certificate of Incorporation, the Company's By-Laws, the charter of any other standing committee that the Board shall establish and the Delaware General Corporation Law (the "DGCL"), have all the powers of the Board in the management of the Company's business and affairs, and may authorize the seal of the Company to be affixed to all papers that may require it, including, without limitation, unless otherwise specified by a resolution or resolutions of the Board, the power and authority (a) to declare a dividend, (b) to authorize the issuance of stock of the Company, (c) to adopt a certificate of ownership and merger pursuant to Section 253 of the DGCL and (d) to make any and all interim decisions concerning acquisition bids, potential financing opportunities and significant organizational changes prior to the final determination on such matters by the Board, except that in no event shall the Committee have the power to do any of the following:

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• Approve any transaction with an affiliate of the Company.
  
• Appoint anyone to fill a vacancy on the Board.
• Adopt, amend or repeal any By-Law of the Company.
• Amend or repeal any resolution of the Board or any committee of the Board that, by its terms or the terms of any applicable law, rule, regulation or listing standard of The Nasdaq Stock Market, Inc. or governance document of the Company, is not so amendable or repealable.
  
• Submit to the Company's shareholders any action requiring shareholder approval unless the Board shall have previously authorized such submission.
• Adopt a plan of merger or consolidation or agree to the sale, lease, exchange or other disposition of all or substantially all of the Company's assets, unless the Board or the Company's shareholders shall have previously authorized such action.
• Approve or rescind the Company's voluntary dissolution.
• Amend this Charter or the charter of any other standing committee of the Board.

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Miscellaneous Duties and Responsibilities

• To endeavor to evaluate at least annually whether any change to this Charter is necessary or appropriate.
  
• To report orally or in writing to the Board concerning each meeting of the Committee in such detail as it deems necessary or appropriate.
• To delegate to appropriate Company officers execution of certain actions as may be appropriate from time to time.
  
• To perform any other activity consistent with this Charter and the Company's By-Laws or as required under the rules and regulations of the Securities and Exchange Commission or the rules, regulations or listing standards of The Nasdaq Stock Market, Inc., as in effect from time to time.

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