##### 



Exhibit 10.3
 STATE OF RHODE ISLAND
KENT COUNTY
    
    SUPERIOR COURT
 xIN RE: GTECH HOLDINGS CORPORATION
    :
    

    KC 06-202SHAREHOLDERS LITIGATION
    :x
 STIPULATION OF SETTLEMENT
  A. THE ACTIONS




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##### 



inter alia
 inter alia
 (i)
    
    The bases for Citigroups arrival at the discount
rates utilized in its Discounted Cash Flow Analysis.(ii)
    
    The bases for Houlihan Lokeys arrival at the
discount rates utilized in its Discounted Cash Flow Analysis.(iii)
    
    Whether the GTECH Board of Directors (the Board)
interviewed any financial advisors other than Citigroup prior to
retaining Citigroup, and whether and to what extent the Board
considered Citigroups conflicts of interest in light of its recent
services to Lottomatica S.p.A.(iv)
    
    The price Messrs. Turner and Patel deemed to be
acceptable during discussions with the Board following Party As
initial communication.(v)
    
    The business risks associated with ongoing
operations and industry trends Messrs. Turner and Patel discussed
with the Board following Party As initial communication.
 2




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##### 



(vi)
    
    The value management had placed on GTECH as of
August 2, 2005, when Messrs. Turner and Patel advised the Board that
a $35 per share price would be consistent with managements valuation
of GTECH, and how that valuation compared to Citigroups at the same
time.(vii)
    
    The specifics of Citigroups updated financial
analysis of GTECH as presented to the Board on August 8, 2005, and
how that analysis changed from prior analyses.(viii)
    
    The other considerations relating to pursuing the possibility
of a sale of GTECH discussed by the Board on August 8, 2005.(ix)
    
    The factors Citigroup used to determine which
potential bidders had a credible interest in acquiring GTECH, who
would then be contacted at the Boards request to negotiate
confidentiality agreements, and the number of parties Citigroup
advised the Board not to negotiate with.(x)
    
    The explanations given, if any, as to why no
recipient of the process letter distributed by Citigroup, other than
Party A, submitted a proposal with respect to the acquisition of
GTECH.(xi)
    
    The reason(s) why the Board directed Citigroup to
advise Party A that an agreement could be reached at a per share
price of $35 a mere six days after Party A was asked to increase its
offer to $36 per share.(xii)
    
    The comments by the Consortium to the draft merger
agreement that were not accepted by Cravath Swaine & Moore LLP
(Cravath).(xiii)
    
    The outstanding issues that were present as of October 24, 2005
between the Consortium and GTECH.(xiv)
    
    The outstanding issues that were present as of
December 12, 2005 between the Consortium and GTECH.(xv)
    
    The various conditions proposed by Lottomatica
on December 13, 2005.(xvi)
    
    The outstanding issues that were present
between January 7, 2006 and January 9, 2006 between the Consortium
and GTECH.
 3




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##### 



(xvii)
    
    The specific negotiations that took place between GTECH and
Lottomatica over the amount of the termination fee payable by GTECH
in the merger agreement.
 inter alia
 (i)
    
    The basis for Mr. Turner and Mr. Patels view, at
the board meetings in the first week of August 2005, that $35 would
be consistent with managements valuation of GTECH.(ii)
    
    The long-term impact of the significant acquisition
of a gaming solutions company that Mr. Turner and Mr. Patel
discussed at the August 2, 2005 board meeting.(iii)
    
    The basis for the boards determination at the
August 8, 2005 and August 11, 2005 board meeting that it was [not]
necessarily in the best interest of GTECHs stockholders to sell the
company.(iv)
    
    The basis of the boards decision to inform the
Consortium that it would be willing to engage in negotiations for a
sale of the Company at $36 per share.(v)
    
    Efforts by the board to get a price higher than $35
per share from Lottomatica.(vi)
    
    Effect of the updated business plan presented at the
December 12, 2005 board meeting on (a) the efforts to sell the
Company and (b) the proposed price per share of $35.(vii)
    
    The criteria used by Citigroup to identify the
potential strategic parties and financial sponsors who might be
interested in acquiring GTECH.(viii)
    
    With regard to Citigroups Discounted Cash Flow Analysis, (a) the
methodology utilized by Citigroup to arrive at multiples ranging from
7.0x to 8.5x in order to calculate GTECHs terminal value at the end
of fiscal year 2011; (b) the methodology used by Citigroup to arrive
at weighted average costs of capital ranging from 7% to 8% and (c)
whether Citigroup received any other updates on estimates from
management after November 21, 2005, including whether Citigroup
received any information in connection with the updated business plan
that management presented
 4




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##### 



to the Companys board of directors on December 12, 2005, and if
yes, whether Citigroup conducted any additional analysis based on
that information.(ix)
    
    The amount of fees that Citigroup has received from Lottomatica,
including any of its subsidiaries or affiliates, for services
rendered in the past two years.(x)
    
    The amount of fees that Citigroup anticipates
receiving from Lottomatica, including any of its subsidiaries or
affiliates, for its anticipated future.(xi)
    
    With regard to Houlihan Lokeys Market Multiple Approach
analysis (a) the criteria used by Houlihan Lokey to select the
companies it analyzed for this analysis. and (b) whether Houlihan
Lokey conducted any analysis based on the trading prices of GTECHs
common stock after September 12, 2005.(xii)
    
    With regard to Houlihan Lokeys Discounted Cash
Flowanalysis, the methodology used by Houlihan Lokey to arrive at a
discount rate of 8.5% to 9.5% and a range of terminal value multiples
of 7.5x to 8.5x.(xiii)
    
    With regard to Houlihan Lokeys Merger and Acquisition Transaction
Approachanalysis (i) the criteria used by Houlihan Lokey to select
the transactions it analyzed for this analysis.(xiv)
    
    The amount of fees that Houlihan Lokey has received
from Lottomatica, including any of its subsidiaries or affiliates,
for services rendered in the past two years.(xv)
    
    The amount of fees that Houlihan Lokey anticipates
receiving from Lottomatica, including any of its subsidiaries or
affiliates, for its anticipated future.
   5




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##### 



6




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##### 



B. TERMS OF THE STIPULATION AND AGREEMENT OF SETTLEMENT
  1. Definitions
  Ralph Sellite v. GTECH Holdings Corp., et. al. Claire Partners v. W. Bruce Turner et. al.
   Exhibit C
  7




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Exhibit B
     8




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##### 



9




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Exhibit
A
       10




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##### 



2. The Settlement
  (i)
    
    The basis for Mr. Turner and Mr. Patels view, at the board
meetings in the first week of August 2005, that $35 would be consistent
with managements valuation of GTECH.(ii)
    
    The long-term impact of the significant acquisition of a
gaming solutions company that Mr. Turner and Mr. Patel discussed at the
August 2, 2005 board meeting.(iii)
    
    The basis for the boards determination at the August 8,
2005 and August 11, 2005 board meeting that it was [not] necessarily in
the best interest of GTECHs stockholders to sell the company.(iv)
    
    The basis of the boards decision to inform the Consortium
that it would be willing to engage in negotiations for a sale of the
Company at $36 per share.(v)
    
    Efforts by the board to get a price higher than $35 per
share from Lottomatica.(vi)
    
    Effect of the updated business plan presented at the
December 12, 2005 board meeting on (a) the efforts to sell the Company
and (b) the proposed price per share of $35.
 11




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##### 



(vii)
    
    The criteria used by Citigroup to identify the potential
strategic parties and financial sponsors who might be interested in
acquiring GTECH.(viii)
    
    With regard to Citigroups Discounted Cash Flow Analysis, (a) the
methodology utilized by Citigroup to arrive at multiples ranging from
7.0x to 8.5x in order to calculate GTECHs terminal value at the end of
fiscal year 2011; (b) the methodology used by Citigroup to arrive at
weighted average costs of capital ranging from 7% to 8% and (c) whether
Citigroup received any other updates on estimates from management after
November 21, 2005, including whether Citigroup received any information
in connection with the updated business plan that management presented to
the Companys board of directors on December 12, 2005, and if yes,
whether Citigroup conducted any additional analysis based on that
information.(ix)
    
    The amount of fees that Citigroup has received from Lottomatica,
including any of its subsidiaries or affiliates, for services rendered in
the past two years.(x)
    
    The amount of fees that Citigroup anticipates receiving from
Lottomatica, including any of its subsidiaries or affiliates, for its
anticipated future.(xi)
    
    With regard to Houlihan Lokeys Market Multiple Approachanalysis
(a) the criteria used by Houlihan Lokey to select the companies it
analyzed for this analysis and (b) whether Houlihan Lokey conducted any
analysis based on the trading prices of GTECHs common stock after
September 12, 2005.(xii)
    
    With regard to Houlihan Lokeys Merger and Acquisition
Transaction Approachanalysis (i) the criteria used by Houlihan Lokey to
select the transactions it analyzed for this analysis.(xiii)
    
    With regard to Houlihan Lokeys Discounted Cash Flow Analysis, the
bases for Houlihan Lokeys arrival at the discount rate.(xiv)
    
    The amount of fees that Houlihan Lokey has received from
Lottomatica, including any of its subsidiaries or affiliates, for
services rendered in the past two years.(xv)
    
    The amount of fees that Houlihan Lokey anticipates receiving
from Lottomatica, including any of its subsidiaries or affiliates, for
its anticipated future.
 12




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##### 



(xvi)
    
    Whether the GTECH Board of Directors (the Board)
interviewed any financial advisors other than Citigroup prior to
retaining Citigroup, and whether and to what extent the Board considered
Citigroups conflicts of interest in light of its recent services to
Lottomatica S.p.A.(xvii)
    
    The price Messrs. Turner and Patel deemed to be acceptable during
discussions with the Board following Party As initial communication.(xviii)
    
    The business risks associated with ongoing operations and industry
trends Messrs. Turner and Patel discussed with the Board following Party
As initial communication.(xix)
    
    The value management had placed on GTECH as of August 2,
2005, when Messrs. Turner and Patel advised the Board that a $35 per
share price would be consistent with managements valuation of GTECH,
and how that valuation compared to Citigroups at the same time.(xx)
    
    The specifics of Citigroups updated financial analysis
of GTECH as presented to the Board on August 8, 2005, and how that
analysis changed from prior analyses.(xxi)
    
    The other considerations relating to pursuing the
possibility of a sale of GTECH discussed by the Board on August 8, 2005.(xxii)
    
    The factors Citigroup used to determine which potential bidders had a
credible interest in acquiring GTECH, who would then be contacted at the
Boards request to negotiate confidentiality agreements, and the number
of parties Citigroup advised the Board not to negotiate with.(xxiii)
    
    The explanations given, if any, as to why no recipient of the process
letter distributed by Citigroup, other than Party A, submitted a proposal
with respect to the acquisition of GTECH.(xiv)
    
    The reason(s) why the Board directed Citigroup to advise
Party A that an agreement could be reached at a per share price of $35 a
mere six days after Party A was asked to increase its offer to $36 per
share.(xxv)
    
    The comments by the Consortium to the draft merger
agreement that were not accepted by Cravath Swaine & Moore LLP
(Cravath).
 13




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##### 



(xxvi)
    
    The outstanding issues that were present as of October 24, 2005
between the Consortium and GTECH.(xxvii)
    
    The outstanding issues that were present as of December 12, 2005
between the Consortium and GTECH.(xxviii)
    
    The various conditions proposed by Lottomatica on December 13,
2005.(xxix)
    
    The outstanding issues that were present between January 7, 2006 and
January 9, 2006 between the Consortium and GTECH.(xxx)
    
    The specific negotiations that took place between GTECH
and Lottomatica over the amount of the termination fee payable by GTECH
in the merger agreement.
  3. Notice Order and Settlement Hearing
 inter alia
 14




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##### 



4. Releases
    15




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##### 



5. Plaintiffs Counsels Attorneys Fees and Expenses
  16




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##### 



6. Conditions of Settlement, Effect of Disapproval, Cancellation or Termination
  (a)
    
    The Courts final approval of the Settlement Agreement and
entry of the Final Order and Judgment (substantially in the form submitted by
the Parties or as modified pursuant to an agreement by all Parties and
including certification by the Court of a class as described in paragraph 3.1
above);
 17




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##### 



(b)
    
    The Final Order and Judgment becoming final, which shall
occur one business day following the later of the following events: (i) the
date upon which the time expires for filing or noticing any appeal of the
Final Order and Judgment to be provided for in the Settlement Agreement and
(ii) if there is an appeal or appeals, the completion, in a manner that
affirms and leaves in place the Final Order and Judgment without any material
modification, of all proceedings arising out of the appeal or appeals
(including, but not limited to, the expiration of all deadlines for motions
for reconsideration, all proceedings ordered on remand, and all proceedings
arising out of any subsequent appeal or appeals following decisions on
remand); and(c)
    
    Approval of the Merger by GTECH shareholders and the closing
of the Merger.
 E. MISCELLANEOUS PROVISIONS
   18




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19




---



##### 



20




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##### 



Dated: June 2, 2006
    THE BRUALDI LAW FIRMBy:Richard Brualdi29 Broadway, 24th Floor
New York, NY 10006
(212) 952-0602 Attorneys for Plaintiff Claire Partners and the
Putative Class
LERACH COUGHLIN STOIA 
GELLER RUDMAN & ROBBINS LLPBy:Jonathan M. Stein 21




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##### 



Attorneys for Plaintiff Ralph  Sellite and the Putative Class
 CRAVATH, SWAINE & MOORE LLPBy:Michael A. PaskinMichael T. Reynolds
825 Eighth Avenue
New York, NY 10019
(212) 474-1000 Attorneys for Defendants W. Bruce Turner,Robert M.
Dewey, Jr., Paget L. Alves, Christine M. Cournoyer,
Burnett W. Donoho, The Rt. Hon. Sir Jeremy Hanley,
KCMG, Philip P. Lochner, Jr., James F. McCann,
Anthony Ruys, and GTECH Holdings Corporation
 22




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##### 



STATE OF RHODE ISLAND
KENT COUNTY
    
    SUPERIOR COURT
 xIN RE: GTECH HOLDINGS CORPORATION
    :
    

    KC 06-202SHAREHOLDERS LITIGATION
    :x
 (EXHIBIT A)
 ORDER PRELIMINARILY APPROVING SETTLEMENT  AND PROVIDING FOR NOTICE
 Ralph Sellite v. GTECH
Holdings Corp., et. al. Claire Partners v. W. Bruce Turner et. al.
   NOW, THEREFORE, IT IS HEREBY ORDERED:




---



##### 



2




---



##### 



3




---



##### 



4




---



##### 



IT IS SO ORDERED.Dated:Superior Court Judge
 5




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##### 



STATE OF RHODE ISLAND
KENT COUNTY
    
    SUPERIOR COURT
 xIN RE: GTECH HOLDINGS CORPORATION
    :
    

    KC 06-202SHAREHOLDERS LITIGATION
    :x
 (EXHIBIT B)
 NOTICE OF PENDENCY AND
PROPOSED SETTLEMENT OF CLASS ACTION
 TO:
    
    ALL PERSONS AND ENTITIES WHO OWNED GTECH HOLDINGS CORPORATION (GTECH) COMMON STOCK ON
JANUARY 10, 2006, AND ALL OF THEIR SUCCESSORS IN INTEREST AND TRANSFEREES, IMMEDIATE AND
REMOTE, THROUGH AND INCLUDING THE CLOSING OF THE MERGER AND MERGER AGREEMENT, BUT NOT
DEFENDANTS AND PERSONS OR ENTITIES RELATED TO OR AFFILIATED WITH DEFENDANTS.
  I. PURPOSE OF THIS NOTICE




---



##### 



2




---



##### 



II. HISTORY AND BACKGROUND OF THE SETTLEMENT
    inter alia
 3




---



##### 



inter alia
 (i)
    
    The bases for Citigroups arrival at the discount
rates utilized in its Discounted Cash Flow Analysis.(ii)
    
    The bases for Houlihan Lokeys arrival at the
discount rates utilized in its Discounted Cash Flow Analysis.(iii)
    
    Whether the GTECH Board of Directors (the
Board) interviewed any financial advisors other than Citigroup
prior to retaining Citigroup, and whether and to what extent the
Board considered Citigroups conflicts of interest in light of its
recent services to Lottomatica S.p.A.(iv)
    
    The price Messrs. Turner and Patel deemed to be
acceptable during discussions with the Board following Party As
initial communication.(v)
    
    The business risks associated with ongoing
operations and industry trends Messrs. Turner and Patel discussed
with the Board following Party As initial communication.(vi)
    
    The value management had placed on GTECH as of
August 2, 2005, when Messrs. Turner and Patel advised the Board that
a $35 per share price would be consistent with managements valuation
of GTECH, and how that valuation compared to Citigroups at the same
time.(vii)
    
    The specifics of Citigroups updated financial
analysis of GTECH as presented to the Board on August 8, 2005, and
how that analysis changed from prior analyses.(viii)
    
    The other considerations relating to pursuing the possibility of
a sale of GTECH discussed by the Board on August 8, 2005.(ix)
    
    The factors Citigroup used to determine which
potential bidders had a credible interest in acquiring GTECH, who
would then be contacted at the Boards request to negotiate
 4




---



##### 



confidentiality agreements, and the number of parties Citigroup
advised the Board not to negotiate with.(x)
    
    The explanations given, if any, as to why no
recipient of the process letter distributed by Citigroup, other than
Party A, submitted a proposal with respect to the acquisition of
GTECH.(xi)
    
    The reason(s) why the Board directed Citigroup to
advise Party A that an agreement could be reached at a per share
price of $35 a mere six days after Party A was asked to increase its
offer to $36 per share.(xii)
    
    The comments by the Consortium to the draft merger
agreement that were not accepted by Cravath Swaine & Moore LLP
(Cravath).(xiii)
    
    The outstanding issues that were present as of October 24, 2005
between the Consortium and GTECH.(xiv)
    
    The outstanding issues that were present as of
December 12, 2005 between the Consortium and GTECH.(xv)
    
    The various conditions proposed by Lottomatica
on December 13, 2005.(xvi)
    
    The outstanding issues that were present
between January 7, 2006 and January 9, 2006 between the Consortium
and GTECH.(xvii)
    
    The specific negotiations that took place between GTECH and
Lottomatica over the amount of the termination fee payable by GTECH
in the merger agreement.
 inter alia
 (i)
    
    The basis for Mr. Turner and Mr. Patels view, at
the board meetings in the first week of August 2005, that $35 would
be consistent with managements valuation of GTECH.(ii)
    
    The long-term impact of the significant acquisition
of a gaming solutions company that Mr. Turner and Mr. Patel
discussed at the August 2, 2005 board meeting.
 5




---



##### 



(iii)
    
    The basis for the boards determination at the
August 8, 2005 and August 11, 2005 board meeting that it was [not]
necessarily in the best interest of GTECHs stockholders to sell the
company.(iv)
    
    The basis of the boards decision to inform the Consortium that it
would be willing to engage in negotiations for a sale of the Company
at $36 per share.(v)
    
    Efforts by the board to get a price higher than $35 per share from
Lottomatica.(vi)
    
    Effect of the updated business plan presented at the
December 12, 2005 board meeting on (a) the efforts to sell the
Company and (b) the proposed price per share of $35.(vii)
    
    The criteria used by Citigroup to identify the
potential strategic parties and financial sponsors who might be
interested in acquiring GTECH.(viii)
    
    With regard to Citigroups Discounted Cash Flow Analysis, (a) the
methodology utilized by Citigroup to arrive at multiples ranging from
7.0x to 8.5x in order to calculate GTECHs terminal value at the end
of fiscal year 2011; (b) the methodology used by Citigroup to arrive
at weighted average costs of capital ranging from 7% to 8% and (c)
whether Citigroup received any other updates on estimates from
management after November 21, 2005, including whether Citigroup
received any information in connection with the updated business plan
that management presented to the Companys board of directors on
December 12,
2005, and if yes, whether Citigroup conducted any additional
analysis based on that information.(ix)
    
    The amount of fees that Citigroup has received from Lottomatica,
including any of its subsidiaries or affiliates, for services
rendered in the past two years.(x)
    
    The amount of fees that Citigroup anticipates
receiving from Lottomatica, including any of its subsidiaries or
affiliates, for its anticipated future.(xi)
    
    With regard to Houlihan Lokeys Market Multiple Approach
analysis (a) the criteria used by Houlihan Lokey to select the
companies it analyzed for this analysis. and (b) whether Houlihan
Lokey conducted any analysis based on
 6




---



##### 



the trading prices of GTECHs
common stock after September 12, 2005.(xii)
    
    With regard to Houlihan Lokeys Discounted Cash Flowanalysis, the
methodology used by Houlihan Lokey to arrive at a discount rate of
8.5% to 9.5% and a range of terminal value multiples of 7.5x to 8.5x.(xiii)
    
    With regard to Houlihan Lokeys Merger and
Acquisition Transaction Approachanalysis (i) the criteria used by
Houlihan Lokey to select the transactions it analyzed for this
analysis.(xiv)
    
    The amount of fees that Houlihan Lokey has received
from Lottomatica, including any of its subsidiaries or affiliates,
for services rendered in the past two year.(xv)
    
    The amount of fees that Houlihan Lokey anticipates
receiving from Lottomatica, including any of its subsidiaries or
affiliates, for its anticipated future.
     7




---



##### 



III. THE PROPOSED SETTLEMENT
 A. Terms of the Proposed Settlement
  (i)
    
    The basis for Mr. Turner and Mr. Patels view, at the board
meetings in the first week of August 2005, that $35 would be consistent
with managements valuation of GTECH.
 8




---



##### 



(ii)
    
    The long-term impact of the significant acquisition of a
gaming solutions company that Mr. Turner and Mr. Patel discussed at the
August 2, 2005 board meeting.(iii)
    
    The basis for the boards determination at the August 8, 2005 and
August 11, 2005 board meeting that it was [not] necessarily in the best
interest of GTECHs stockholders to sell the company.(iv)
    
    The basis of the boards decision to inform the Consortium
that it would be willing to engage in negotiations for a sale of the
Company at $36 per share.(v)
    
    Efforts by the board to get a price higher than $35 per
share from Lottomatica.(vi)
    
    Effect of the updated business plan presented at the
December 12, 2005 board meeting on (a) the efforts to sell the Company
and (b) the proposed price per share of $35.(vii)
    
    The criteria used by Citigroup to identify the potential
strategic parties and financial sponsors who might be interested in
acquiring GTECH.(viii)
    
    With regard to Citigroups Discounted Cash Flow Analysis, (a) the
methodology utilized by Citigroup to arrive at multiples ranging from
7.0x to 8.5x in order to calculate GTECHs terminal value at the end of
fiscal year 2011; (b) the methodology used by Citigroup to arrive at
weighted average costs of capital ranging from 7% to 8% and (c) whether
Citigroup received any other updates on estimates from management after
November 21, 2005, including whether
Citigroup received any information in connection with the updated
business plan that management presented to the Companys board of
directors on December 12, 2005, and if yes, whether Citigroup
conducted any additional analysis based on that information.(ix)
    
    The amount of fees that Citigroup has received from Lottomatica,
including any of its subsidiaries or affiliates, for services rendered in
the past two years.(x)
    
    The amount of fees that Citigroup anticipates receiving
from Lottomatica, including any of its subsidiaries or affiliates, for
its anticipated future.
 9




---



##### 



(xi)
    
    With regard to Houlihan Lokeys Market Multiple Approachanalysis
(a) the criteria used by Houlihan Lokey to select the companies it
analyzed for this analysis and (b) whether Houlihan Lokey conducted any
analysis based on the trading prices of GTECHs common stock after
September 12, 2005.(xii)
    
    With regard to Houlihan Lokeys Merger and Acquisition Transaction
Approachanalysis (i) the criteria used by Houlihan Lokey to select the
transactions it analyzed for this analysis.(xiii)
    
    With regard to Houlihan Lokeys Discounted Cash Flow
Analysis, the bases for Houlihan Lokeys arrival at the discount rate.(xiv)
    
    The amount of fees that Houlihan Lokey has received from
Lottomatica, including any of its subsidiaries or affiliates, for
services rendered in the past two years.(xv)
    
    The amount of fees that Houlihan Lokey anticipates
receiving from Lottomatica, including any of its subsidiaries or
affiliates, for its anticipated future.(xvi)
    
    Whether the GTECH Board of Directors (the Board)
interviewed any financial advisors other than Citigroup prior to
retaining Citigroup, and whether and to what extent the Board considered
Citigroups conflicts of interest in light of its recent services to
Lottomatica S.p.A.(xvii)
    
    The price Messrs. Turner and Patel deemed to be acceptable during
discussions with the Board following Party As initial communication.(xviii)
    
    The business risks associated with ongoing operations and industry
trends Messrs. Turner and Patel discussed with the Board following Party
As initial communication.(xix)
    
    The value management had placed on GTECH as of August 2,
2005, when Messrs. Turner and Patel advised the Board that a $35 per
share price would be consistent with managements valuation of GTECH,
and how that valuation compared to Citigroups at the same time.(xx)
    
    The specifics of Citigroups updated financial analysis of
GTECH as presented to the Board on August 8, 2005, and
how that analysis changed from prior analyses.
 10




---



##### 



(xxi)
    
    The other considerations relating to pursuing the
possibility of a sale of GTECH discussed by the Board on August 8, 2005.(xxii)
    
    The factors Citigroup used to determine which potential bidders had a
credible interest in acquiring GTECH, who would then be contacted at the
Boards request to negotiate confidentiality agreements, and the number
of parties Citigroup advised the Board not to negotiate with.(xxiii)
    
    The explanations given, if any, as to why no recipient of the process
letter distributed by Citigroup, other than Party A, submitted a proposal
with respect to the acquisition of GTECH.(xiv)
    
    The reason(s) why the Board directed Citigroup to advise
Party A that an agreement could be reached at a per share price of $35 a
mere six days after Party A was asked to increase its offer to $36 per
share.(xxv)
    
    The comments by the Consortium to the draft merger
agreement that were not accepted by Cravath Swaine & Moore LLP
(Cravath).(xxvi)
    
    The outstanding issues that were present as of October 24, 2005
between the Consortium and GTECH.(xxvii)
    
    The outstanding issues that were present as of December 12, 2005
between the Consortium and GTECH.(xxviii)
    
    The various conditions proposed by Lottomatica on December 13, 2005.(xxix)
    
    The outstanding issues that were present between January 7, 2006 and
January 9, 2006 between the Consortium and GTECH.(xxx)
    
    The specific negotiations that took place between GTECH
and Lottomatica over the amount of the termination fee payable by GTECH
in the merger agreement.
  11




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IV.
    
    FINAL ORDER AND JUDGMENT: RELEASE AND DISMISSAL OF CLAIMS
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V. ATTORNEYS FEES AND EXPENSES
  VI. NOTICE TO BROKERS AND OTHER NOMINEES
  th
 
 VII. SETTLEMENT HEARING
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VIII. EXAMINATION OF PAPERS
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IF YOU HAVE ANY QUESTIONS, PLEASE MAKE ALL INQUIRIES TO:
 
 PLEASE DO NOT CALL OR WRITE THE COURT DIRECTLY.
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STATE OF RHODE ISLAND
KENT COUNTY
    
    SUPERIOR COURT
 xIN RE: GTECH HOLDINGS CORPORATION
    :
    

    KC 06-202SHAREHOLDERS LITIGATION
    :x
 EXHIBIT C
 [PROPOSED] FINAL JUDGMENT AND ORDER OF  DISMISSAL WITH PREJUDICE
 IT IS HEREBY ORDERED, ADJUDGED AND DECREED




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IT IS SO ORDERED.Dated:Superior Court Judge
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