**Exhibit 99.3**

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**ALLIANCE****GAMING CORPORATION**

**COMPENSATION COMMITTEE CHARTER**

 

1.                   **Members. **The Compensation Committee shall consist of atleast three or more members whoshall be appointed by and serve at the pleasure of the Board of Directors.  Each member must be a director who meets theNew York Stock Exchange definition of “independence,” as determined by the Board.  The Board shall designate one member as theCommittee’s chair.

 

2.                                       **Purpose, Duties, and Responsibilities. **TheCommittee shall be responsible for establishing the compensation policies of the company. Specifically, the Committee shall have the authority andresponsibility to:

 

a.                                       Review and approvecorporate goals and objectives relevant to the compensation, evaluate the chiefexecutive officer’s performance in light of those goals and objectives, anddetermine and approve the CEO’s compensation level based on this evaluation.

 

b.                                      Evaluate the performanceand compensation of the chairman of the Board, and, if the chairman is not also theCEO, recommend to the Board the chairman’s compensation.

 

c.                                       Review and recommend tothe Board the compensation policy for other executive officers of the companyand such other officers and employees of the company as directed by the Board of Directors.

 

d.                                      Review and recommend tothe Board the criteria by which bonuses to the company’s senior employees are determined, includingunder the company’s management incentiveplan.

 

e.                                       Review and, afterconsultation with the CEO, make recommendations to the Board regarding:

 

i.                                          The compensation of all other executiveofficers annually.

 

ii.                                       Any employmentagreements between the company and the executive officers of the company.

 

iii.                                    Any employmentagreements between the company and any employee who reports directly to theCEO or whose annual monetary compensation exceeds $150,000.

 

f.                    Administer, within theauthority delegated by the Board, the company’s various long-term incentive plansand such other stock option or equity participation plans as may be adopted by the Boardfrom time to time.

 

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g.                                      Review and recommend tothe Board all major compensation or benefit programs involving commitments beyond one year (e.g.,pension, profit-sharing, etc.).

 

h.                                      Produce the Committeereport on executive compensation as required by the SEC for inclusion in thecompany’s annual proxy statement or Form 10—K.

 

i.              Report Committee actions to the Board.

 

j.              Evaluate the performance of the Committeeannually.

 

k.                                       Make such additional reports andrecommendations to the Board as the Committee maysee fit within the scope of its functions.

 

l.                    Perform such otherduties and responsibilities as may be assigned to the Committee from time to time by the Board or the BoardChairman or as designated in plan documents.

 

m.                                    Appoint one or moresubcommittees composed of one or more directors and delegate any of its dutiesand responsibilities to such subcommittees, as the Committee may from time to time deem appropriate.

 

n.                                    Delegate any of itsduties and responsibilities to officers of the company or other key company managementpersonnel, as the Committee may from time to time deem appropriate, except thatthe Committee may not delegate its duties and responsibilities under paragraph 2.a or 2.babove.

 

o.                                      Retain, consult with, and seek advice fromappropriate management personnel, outsideconsultants, auditors, actuaries, investment managers, or attorneys, on any of its duties and responsibilities, as the Committeemay from time to time deem appropriate.  The Committee shall have sole authority toretain and terminate any of the foregoing, including sole authority toapprove fees and other retention terms.

 

3.                                       **Meetings. **TheCommittee shall meet as often as it deems necessary or appropriate, in its judgment, but not less than twice a year, eitherin person or telephonically, and at such times and places as theCommittee determines.  The Committeeshall report to the full Board with respect to each meeting and shall make suchreports to shareholders as are required by applicableregulations or as are deemedadvisable in the Committee’s judgment.  Amajority of the members of the Committee shall constitute a quorum.

 

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