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                                  EXHIBIT 10.40

                           GTECH HOLDINGS CORPORATION
                         MANAGEMENT STOCK BONUS PROGRAM

In order that the executive officers of the Company may participate in the
ownership of the Company and its future growth, executive officers were required
to receive twenty percent (20%) of their bonus for the fiscal year ending
February 22, 2003 in the form of restricted shares of Holdings' Common Stock.
The calculation of the portion of the bonus to be taken in stock (the "mandatory
stock bonus") was determined by using the closing price of the Common Stock on
the New York Stock Exchange on the last trading day of the fiscal year ending
February 22, 2003, which was $27.24. In addition, the executive officers were
provided with the opportunity to elect to receive any portion of the remainder
of his or her bonus, in the form of restricted shares of Holdings' Common Stock.
The calculation of the additional bonus taken in stock (the "optional stock
bonus") was also determined using the stock price of $27.24. Both the mandatory
stock bonus and the optional stock bonus vest immediately, and are restricted
from sale or transfer for a two (2) year period from the effective date of the
award (April 1, 2003).

In addition, each executive officer will receive a supplemental award of
restricted shares, determined using a 20% discount from the original stock price
as applied to the initial 20% bonus (the "mandatory 20% discount"). The
mandatory 20% discount will vest two (2) years after the effective date of the
award, if the executive officer is continuously employed by the Company for such
two (2) year period. If the executive officer elected to receive an optional
stock bonus, he or she will be awarded a supplemental stock bonus calculated
using a 20% discount from the original stock price (the "optional 20%
discount"). The optional 20% discount will also vest two (2) years from the
effective date provided that the executive officer is continuously employed by
the Company for said two (2) year period and has retained ownership, without any
transfer or assignment, of all restricted shares granted under the bonus
program. Further, if the executive officer elected to receive an optional stock
bonus, he or she will receive a supplemental bonus calculated using a 25%
discount from the original stock price (the "optional 25% discount"). The
optional 25% discount will vest if the executive officer remains continuously
employed by the Company for a three (3) year period from the effective date and
has retained ownership, without transfer or assignment, of all such restricted
shares during that period.

If the executive officer is terminated for cause or resigns before the
applicable restriction (two or three years) lapses, the mandatory 20% discount,
optional 20% discount and optional 25% discount are forfeited. If the employment
relationship terminates for any other reason, the stock awarded under the
optional 20% and 25% discounts will vest, and the restrictions on sale or
transfer of the stock continue for the two or three year period. The shares
issued to the executive officers pursuant to this bonus program will be funded
out of Holdings' shares held in treasury. The grant of shares is subject to the
terms and conditions of an agreement with each executive officer and, for
purposes of reference

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only, to the provisions of GTECH Holdings Corporation 2002 Omnibus Stock Option
and Long-Term Incentive Plan.

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