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 to assist the Board in overseeing the Company's 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's Code of Conduct and related policies by employees, officers, directors and other agents and associates of the Company.

II. Membership

The Compliance Committee shall be composed of three or more members of the Board, each of whom has been determined by the Board to meet the independence standards set by The Nasdaq Stock Market Inc. No member shall participate in any issue as to which that member has a direct personal, financial or business interest. The members and 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 Chair or, in the event of the absence of the Chair 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 Chair shall set the agenda of items to be addressed the Committee with input from other members of the Committee and in consultation with the Company's Chief Compliance Officer.

The Chief Compliance Officer is responsible for preparing information about the Compliance program that the Compliance Committee requests or needs to meet its oversight responsibilities. The General Counsel serves as counsel to the Committee at the Committee's discretion, with such assistance from outside counsel as the General Counsel or Committee deem appropriate.

The Committee shall meet as often as it deems necessary or desirable to carry out this Charter but not less than four times annually. Members of management and others may attend meetings at the invitation of the Committee. The Chair 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 from time to time and upon request.

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III. Duties and Responsibilities

The duties and responsibilities of the Committee include:

1. Review the Code of Conduct and related policies applicable to employees, officers, directors and other agents and associates of the Company at least annually and make recommendations to the Board as appropriate.
2. Provide oversight as needed to ensure that the Compliance program effectively prevents and/or detects violations by Company employees, officers, directors and other agents and associates of the Company of law, regulation, Company policy, special conditions imposed on the Company by any licensing authorities, and the Code of Conduct.
3. Oversee the compliance review process to ensure that the vendors (including consultants) and customers that the Company does business with are entities/individuals: (1) who will cooperate with appropriate regulatory authorities; (2) who are "suitable" or "qualified" as those terms are used by applicable gaming authorities; and (3) whose role with the Company is not likely to result, in the judgment of the Board of Directors, in the failure of the Company to obtain, maintain, renew or qualify for a license, contract, franchise or other regulatory approval with respect to the operation or conduct of the business of the Company.
4. Review and evaluate, at least annually, the performance of the Committee, including compliance by the Committee with this Charter.
5. Review and assess, at least annually, the adequacy of this Charter and submit any proposed changes to the Board for approval.
6. Review resources assigned to the Compliance program to assess their adequacy relative to the program's effectiveness.
7. Receive such reports of relevant conduct, misconduct, and other issues as the Chief Compliance Officer deems appropriate to the Committee. The Chief Compliance Officer shall report to the Committee potential criminal acts and serious violations of the Code of Conduct committed by employees, officers, directors and other agents and associates of the Company, including vendors and customers, and all disciplinary actions and remedial measures involving compliance infractions as soon as practicable after he becomes aware of them and no later than the next scheduled meeting of the Committee.
8. Perform any other activity consistent with this Charter and the Company's Certificate of Incorporation and 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.

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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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Last Updated May 3, 2007