Exhibit
10.10


August 2, 2006


DeWayne Laird

Chief Financial Officer

Scientific Games Corporation

750 Lexington Avenue

New York, New York


Dear DeWayne:


This will confirm our understanding regarding certain
amendments to your employment agreement with the Company dated November 1, 2002
(your “Agreement”).


1.     Base
Salary. Your base salary rate will be increased to $522,000 per annum effective
January 1, 2006.


2.     Bonus.
Your annual bonus opportunity beginning with the 2006 year will be 66.7% of
base salary for achievement of target level performance goals for a given year
(“Target Bonus”) and up to 133% of base salary (representing twice your Target
Bonus) upon achievement of maximum performance goals for a given year. The
amounts will be determined by the Compensation Committee in accordance with the
applicable incentive compensation plan of the Company.


3.     Discontinuation of Housing
and Transportation. Your housing and transportation benefits will be eliminated
effective January 1, 2006 and any such amounts that you received during 2006
will be deducted from the catch-up payment from your base salary increase which
will be implemented as of August 1, 2006.


4.     Acceleration of Equity. The
award of 60,000 restricted stock units that you received in May 2006 will accelerate
in full in the event of your retirement from the Company on or after January 1,
2008 notwithstanding any other provision in the award document or in your
Agreement to the contrary.


5.     Severance Bonus. The term “severance
annual incentive amount” in your Agreement will have the meaning specified
therein except in no event shall such amount exceed your Target Bonus for the
year of termination.  Similarly,
notwithstanding any other provision in your Agreement to the contrary, any
amounts payable as a partial year bonus for the year of termination, including









 



under Section 7(a)(iii) of your Agreement, shall be
calculated by reference to your maximum Target Bonus for the year of
termination.


6.     Residual
SERP Benefit.  Your aggregate retirement
benefit under the Company’s Supplemental Executive Retirement Plan, as amended,
restated and terminated as of December 31, 2005 (“SERP”) had a value equal to
$2,675,513 (representing the lump sum present value of the benefit as of
December 31, 2005) which will accrue interest at a rate of four percent (4%)
per annum, compounded annually, for the period from December 31, 2005 through
the date of distribution, and be paid following termination of employment in
accordance with terms of the SERP and your Agreement. This benefit is in full
satisfaction of any amounts under the SERP and Sections 5(g), 7(c)(ix) and
7(d)(ix) of your Agreement which are no longer in effect.


7.     Timing
of Payments and Section 409A. Unless otherwise expressly provided in your
Agreement, all payments under Section 7 of your Agreement shall be made within
30 days after termination of employment. Notwithstanding the foregoing and
anything in your Agreement to the contrary, to the extent necessary to comply
with Section 409A of the Code, and applicable administrative guidance and
regulations, any payments under your Agreement, including under Sections
7(a)(iii), 7(c)(i), 7(c)(vi), 7(c)(viii), 7(d)(i), 7(d)(iv) and 7(d)(vii),
shall instead be made in a lump sum six months following the date of termination.  In addition, in the event any benefits or
amounts paid under your Agreement are deemed to be subject to Section 409A, the
Company will adopt such conforming amendments as the Company deems necessary,
in its reasonable discretion, to comply with Section 409A (including, but not
limited to, delaying payment until six months following termination of
employment).


Please indicate your
agreement to the foregoing by countersigning and returning an original signed
copy of this letter to me.


	
   

  	
   

  
	
  

  	
   

  
	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Scientific Games Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ira H. Raphaelson

  
	
   

  	
   

  	
  Title:

  	
  Vice President, General Counsel & Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed to:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  DeWayne Laird