<PAGE>

                                                                   EXHIBIT 10.41

                           GTECH HOLDINGS CORPORATION
                           RESTRICTED STOCK AGREEMENT

      This AGREEMENT, dated as of the ___ day of _______, 200__ (the "Date of
Grant"), by and between GTECH Holdings Corporation, a Delaware corporation (the
"Corporation"), and ____________________(the "Restricted Stockholder").

                                   WITNESSETH:

      WHEREAS, the Restricted Stockholder is a non-employee Director of the
Corporation, and is in a position to contribute materially to the Corporation's
continued growth, development and long-term financial success; and

      WHEREAS, the Corporation wishes to provide the Restricted Stockholder with
an opportunity to participate in the ownership of the Corporation and its future
growth through the grant of an opportunity to acquire common stock of the
Corporation, $0.01 par value per share (the "Common Stock").

      NOW THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:

      1. GRANT OF RESTRICTED SHARES; DEFINITIONS. (a) Pursuant to the provisions
of the GTECH Holdings Corporation 2002 Omnibus Stock Option and Long-Term
Incentive Plan (the "Plan"), effective as of the Date of Grant, the Corporation
hereby grants to the Restricted Stockholder ________ shares of Common Stock (the
"Restricted Shares"), subject to all of the terms and conditions of this
Agreement and the Plan. As more fully described below, the shares granted hereby
are subject to forfeiture by the Restricted Stockholder if certain criteria are
not satisfied.

      (b) All capitalized terms used herein but not defined shall have the
meanings given to such terms in the Plan.

      2. VESTING PERIOD.

      (a) Vesting. The Restricted Shares shall vest and become nonforfeitable as
set forth below:

            (i) One quarter (1/4) of the Restricted Shares, or _____, shall vest
      and become nonforfeitable on _____________;

            (ii) One quarter (1/4) of the Restricted Shares, or _____, shall
      vest and become nonforfeitable on _____________;

            (iii) One quarter (1/4) of the Restricted Shares, or ____, shall
      vest and become nonforfeitable on _______________; and

<PAGE>

            (iv) One quarter (1/4) of the Restricted Shares, or ____, shall vest
      and become nonforfeitable on _____________;

      (b) Termination Due to Disability or Death. If the Restricted
Stockholder's service as a director of the Corporation terminates as a result of
death or total and permanent disability (as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended), the restrictions on the Restricted
Stockholder's Restricted Shares shall expire and the Restricted Shares shall
vest in full on the Restricted Stockholder's last day of service (with regard to
disability) or date of death, as applicable.

      (c) Termination for Cause. If the Restricted Stockholder is removed from
service as a director of the Corporation for Cause (as defined in Section 6(f)
of the Plan), no further portion of his or her Restricted Shares shall become
vested pursuant to this Agreement and all unvested Restricted Shares shall be
forfeited effective as of the date that the Restricted Stockholder ceases
services as a director of the Corporation.

      (d) Other Termination. If the Restricted Stockholder's service as a
director of the Corporation ceases for any reason other than set forth in
Sections 2(b) or (c) above, no further portion of his or her Restricted Shares
shall become vested pursuant to this Agreement and all unvested Restricted
Shares shall be forfeited effective as of the date that the Restricted
Stockholder ceases to serve as a director of the Corporation. Notwithstanding
the foregoing:

      (i) If at the time of such cessation of service the Restricted Stockholder
      has served as a director of the Corporation for a consecutive period of
      six (6) years or more, then the restrictions on the Restricted
      Stockholder's Restricted Shares shall expire and the Restricted Shares
      shall vest in full on the Restricted Stockholder's last day of service;
      and

      (ii) Regardless of the Restricted Stockholder's length of service as a
      director of the Corporation, if the Restricted Stockholder retires from
      service as a director of the Corporation (such retirement to be determined
      at the sole discretion of the Committee), the restrictions on the
      Restricted Stockholder's Restricted Shares shall expire and the Restricted
      Shares shall vest in full on the Restricted Stockholder's last day of
      service.

      3. NON-TRANSFERABILITY. Until the Restricted Shares shall be vested and
until the satisfaction of any and all other conditions specified herein, the
Restricted Shares may not be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of by the Restricted Stockholder.

      4. STOCK CERTIFICATES; DIVIDENDS AND STOCKHOLDER RIGHTS.

      (a) Custody of Restricted Shares; Legend. The Restricted Shares shall be
evidenced in such a manner as the Compensation Committee of the Board of
Directors deems appropriate, including, without limitation, book entry
registration or issuance of a stock certificate or certificates. To the extent
that a stock certificate is issued, the Secretary of the Corporation shall

                                     - 2 -
<PAGE>

hold such certificates for the Restricted Stockholder's benefit until such time
as the restrictions lapse or the Restricted Stock is forfeited to the Company.
Certificates representing the Restricted Shares shall bear the following legend:

            The Shares represented by this Stock Certificate have been granted
            as restricted stock under the GTECH Holdings Corporation 2002
            Omnibus Stock Option and Long-Term Incentive Plan. The Shares
            represented by this Stock Certificate may not be sold, exchanged,
            assigned, transferred, pledged, hypothecated or otherwise encumbered
            or disposed of unless the restrictions set forth in the Restricted
            Stock Agreement between the registered holder of these Shares and
            GTECH Holdings Corporation shall have lapsed.

      Upon the vesting of the Restricted Shares, the Corporation shall so notify
the Secretary of the Corporation and the Secretary shall obtain from the
Corporation certificates representing all such shares that have vested, which
certificates shall not bear any restrictive endorsement making reference to this
Agreement, and shall deliver such certificates to the Restricted Stockholder.

      (b) Rights and Obligations. During the Period of Restriction (as defined
in Section 2(t) of the Plan), the Restricted Stockholder may exercise full
voting rights with respect to the Restricted Shares. During the Period of
Restriction, the Restricted Stockholder shall be entitled to receive all
dividends and other distributions paid with respect to the Corporation's Common
Stock while they are so held. The Compensation Committee may provide that any
dividends paid on Restricted Stock must be reinvested in Common Stock, which may
be subject to the same vesting conditions and restrictions applicable to such
Restricted Stock.

      5. SHARE ADJUSTMENTS. In the event of any stock dividend, stock split,
combination or exchange of shares, merger, consolidation, spin-off or other
distribution (other than normal cash dividends) of the Corporation assets to
stockholders, or any other change affecting shares of the Corporation's
capitalization, the number of shares to this Agreement shall be increased in
proportion to the stock dividend, stock split or other transaction to fairly
preserve the intended benefits of the Plan. In such event, all shares received
as a result of the stock dividend, stock split or other transaction shall be
subject to the same restrictions on transferability and forfeitability as are
the Restricted Shares.

      6. RESTRICTED STOCKHOLDER BOUND BY PLAN. The Restricted Stockholder hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all the
terms and provisions thereof. In the event of any conflict between the
provisions of this Agreement and the provisions of the Plan, the provisions of
the Plan shall control.

      7. DESIGNATION OF BENEFICIARY. The Restricted Stockholder shall designate,
on a form set forth to be provided by the Company, one or more beneficiaries to
receive the Restricted Shares awarded hereunder in the event of the Restricted
Stockholder's death prior to removal of all restrictions on the Restricted
Shares; provided that if no such beneficiary is designated or if the beneficiary
so designated does not survive the Restricted Stockholder, the estate of such
Restricted Stockholder shall be deemed to be his or her beneficiary. The
Restricted Stockholder

                                     - 3 -
<PAGE>

may, by written notice to the Compensation Committee, change the beneficiary
designated in this Agreement.

      8. NOTICES. Any notice hereunder to the Corporation shall be addressed to
it at its principal business office, 55 Technology Way, West Greenwich, RI 02817
and any notice hereunder to the Restricted Stockholder shall be sent to the
address reflected on the payroll records of the Corporation, subject to the
right of either party to designate at any time hereafter in writing some other
address.

      9. GOVERNING LAW. This Agreement shall be construed and administered in
accordance with and governed by the laws of the State of Delaware.

      10. DEFINED TERMS. Capitalized terms used but not defined in this
Agreement will have the meanings specified in the Plan.

      IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officer and the Restricted Stockholder has
executed this Agreement as of the date set forth above.

GTECH HOLDINGS CORPORATION                   RESTRICTED STOCKHOLDER

By: ______________________                   ____________________________

                                     - 4 -
<PAGE>

                           GTECH HOLDINGS CORPORATION
                    RESTRICTED STOCK AGREEMENT REGARDING THE
                            GRANT OF UNVESTED SHARES

      This AGREEMENT, dated as of the ___ day of_______, 200_, by and between
GTECH Holdings Corporation, a Delaware corporation (the "Corporation"), and
_______________(the "Restricted Stockholder").

                                   WITNESSETH:

      WHEREAS, the Restricted Stockholder is employed by a subsidiary of the
Corporation, and is in a position to contribute materially to the Corporation's
continued growth, development and long-term financial success; and

      WHEREAS, the Corporation wishes to provide the Restricted Stockholder with
an opportunity to participate in the ownership of the Corporation and its future
growth through the grant of an opportunity to acquire common stock of the
Corporation, $0.01 par value per share (the "Common Stock").

      NOW THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:

      1. GRANT OF RESTRICTED SHARES; DEFINITIONS. (a) Pursuant to the provisions
of the GTECH Holdings Corporation 2002 Omnibus Stock Option and Long-Term
Incentive Plan (the "Plan"), effective as of ____________ (the "Date of Grant"),
the Corporation hereby grants to the Restricted Stockholder ______shares of
Common Stock (the "Restricted Shares"), subject to all of the terms and
conditions of this Agreement and the Plan. As more fully described below, the
shares granted hereby are subject to forfeiture by the Restricted Stockholder if
certain criteria are not satisfied.

      (b) All capitalized terms used herein but not defined shall have the
meanings given to such terms in the Plan.

      2. VESTING PERIOD.

      (a) Vesting. The Restricted Shares shall vest and become nonforfeitable as
set forth below:

            (i) One quarter (1/4) of the Restricted Shares, or_______, shall
      vest and become nonforfeitable on _____________;

            (ii) One quarter (1/4) of the Restricted Shares, or _________, shall
      vest and become nonforfeitable on _____________;

<PAGE>

            (iii) One quarter (1/4) of the Restricted Shares, or _____, shall
      vest and become nonforfeitable on ______________; and

            (iv) One quarter (1/4) of the Restricted Shares, or _____, shall
      vest and become nonforfeitable on

      (b) Termination due to Disability or Death. Upon the Restricted
Stockholder's total and permanent disability (as defined in Internal Revenue
Code Section 22(e)(3)), the restrictions on the Restricted Stockholder's
Restricted Shares shall expire and the Restricted Shares shall vest in full on
the Restricted Stockholder's last day of employment. Upon the Restricted
Stockholder's death, the restrictions on the Restricted Stockholder's Restricted
Shares shall expire and the Restricted Shares shall vest in full on the
Restricted Stockholder's date of death.

      (c) Termination due to Retirement. Retirement eligibility is based on the
Restricted Stockholder's having achieving a minimum Retirement Factor of 65.
"Retirement Factor" is defined as the sum of the Restricted Stockholder's age
plus the length of continuous full-time employment as an employee of the
Corporation or an Affiliate (as defined in the Plan). If the Restricted
Stockholder achieves Retirement Factor 65 and retires from the Corporation, 50%
of the Restricted Stockholder's unvested restricted stock will vest immediately
and the remaining 50% will expire as of the effective date of retirement. If the
Restricted Stockholder achieves Retirement Factor 75 and retires from the
Corporation, 100% of the participant's unvested restricted stock will vest
immediately. Retirement between Retirement Factor 65 and 75 will result in a 5%
increase in vesting for each 1 Retirement factor point increase (e.g., a
Retirement Factor of 66 will result in 55% vesting of the unvested restricted
stock, a Retirement Factor of 67 will result in a 60% vesting of the unvested
restricted stock, etc).

      (d) Other Termination. If the Restricted Stockholder's employment by the
Corporation ceases for any reason other than set forth in Section 2(b) and 2(c)
above, no further portion of his or her Restricted Shares shall become vested
pursuant to this Agreement and such unvested Restricted Shares shall be
forfeited effective as of the date that the Restricted Stockholder ceases to be
so employed by the Corporation. However, the Committee, in its sole and absolute
discretion, shall have the right to provide for vesting of the Restricted Stock
(which may include without limitation immediate vesting in full) or for
expiration of the restrictions on Restricted Stock Shares following termination
of employment, upon such terms and provisions as it deems proper. For purposes
of this Section 2, employment shall be considered as continuing after any change
of employment within or among the Corporation and its Affiliates (as such term
is defined in the Plan) so long as the Restricted Stockholder continues to be an
employee of the Corporation or any of its Affiliates.

      (e) This Section 2 is subject to Section 10 of the Plan,
"Change-in-Control Provisions", Section 12 of the Plan, "Adjustment Upon Change
of Shares", and Section 14 of the Plan, "Amendment and Termination of Plan".

                                     - 6 -
<PAGE>

      3. NON-TRANSFERABILITY. Until the Restricted Shares shall be vested and
until the satisfaction of any and all other conditions specified herein, the
Restricted Shares may not be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of by the Restricted Stockholder.

      4. STOCK CERTIFICATES; DIVIDENDS AND STOCKHOLDER RIGHTS.

      (a) Custody of Restricted Shares; Legend. The Restricted Shares shall be
evidenced in such a manner as the Compensation Committee of the Board of
Directors deems appropriate, including, without limitation, book entry
registration or issuance of a stock certificate or certificates. To the extent
that a stock certificate is issued, the Secretary of the Corporation or his
agent shall hold such certificates for the Restricted Stockholder's benefit
until such time as the restrictions lapse or the Restricted Stock is forfeited
to the Company. Certificates representing the Restricted Shares shall bear the
following legend:

            The Shares represented by this Stock Certificate have been granted
            as restricted stock under the GTECH Holdings Corporation 2002
            Omnibus Stock Option and Long-Term Incentive Plan. The Shares
            represented by this Stock Certificate may not be sold, exchanged,
            assigned, transferred, pledged, hypothecated or otherwise encumbered
            or disposed of unless the restrictions set forth in the Restricted
            Stock Agreement between the registered holder of these Shares and
            GTECH Holdings Corporation shall have lapsed.

      Upon the vesting of the Restricted Shares, the Corporation shall so notify
the Secretary of the Corporation and the Secretary shall obtain from the
Corporation certificates representing all such shares that have vested, which
certificates shall not bear any restrictive endorsement making reference to this
Agreement, and shall deliver such certificates to the Restricted Stockholder.

      (b) Rights and Obligations. During the Period of Restriction (as defined
in Section 2(t) of the Plan), the Restricted Stockholder may exercise full
voting rights with respect to the Restricted Shares. During the Period of
Restriction, the Restricted Stockholder shall be entitled to receive all
dividends and other distributions paid with respect to the Corporation's Common
Stock while they are so held. The Compensation Committee may provide that any
dividends paid on Restricted Stock must be reinvested in Common Stock, which may
be subject to the same vesting conditions and restrictions applicable to such
Restricted Stock.

      5. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement shall
confer upon the Restricted Stockholder any right with respect to continuance of
employment by the Corporation or any of its Affiliates, nor shall it interfere
in any way with the right of the employer to terminate the Restricted
Stockholder's employment at any time.

      6. RESTRICTED STOCKHOLDER BOUND BY PLAN. The Restricted Stockholder hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all the
terms and provisions thereof. In the event of any conflict between the
provisions of this Agreement and the provisions of the Plan, the provisions of
the Plan shall control.

                                     - 7 -
<PAGE>

      7. SECTION 83(b) ELECTION. If the Restricted Stockholder files an election
with the Internal Revenue Service to include the fair market value of any
Restricted Shares in gross income as of the Date of Grant, the Restricted
Stockholder agrees to promptly furnish the Corporation with a copy of such
election, together with the amount of any federal, state, local or other taxes
required to be withheld to enable the Corporation to claim an income tax
deduction with respect to such election.

      8. WITHHOLDING TAXES. The Restricted Stockholder acknowledges that the
Corporation is not responsible for the tax consequences to the Restricted
Stockholder of the granting or vesting of the Restricted Shares, and that it is
the responsibility of the Restricted Stockholder to consult with the Restricted
Stockholder's personal tax advisor regarding all matters with respect to the tax
consequences of the granting and vesting of the Restricted Shares. The
Corporation shall have the right to deduct from the Restricted Shares or any
payment to be made with respect to the Restricted Shares any amount that
federal, state, local or foreign tax law required to be withheld with respect to
the Restricted Shares or any such payment. Alternatively, the Corporation may
require that the Restricted Stockholder, prior to or simultaneously with the
Corporation incurring any obligation to withhold any such amount, pay such
amount to the Corporation in cash or in shares of the Corporation's Common Stock
(including shares of Common Stock retained from the Restricted Stock Award
creating the tax obligation), which shall be valued at the Fair Market Value of
such shares on the date of such payment. In any case where it is determined that
taxes are required to be withheld in connection with the issuance, transfer or
delivery of the shares, the Corporation may reduce the number of shares so
issued, transferred or delivered by such number of shares as the Corporation may
deem appropriate to comply with such withholding. The Corporation may also
impose such conditions on the payment of any withholding obligations as may be
required to satisfy applicable regulatory requirements under the Exchange Act.

      9. DESIGNATION OF BENEFICIARY. The Restricted Stockholder shall designate,
on a form set forth to be provided by the Company, one or more beneficiaries to
receive the Restricted Shares awarded hereunder in the event of the Restricted
Stockholder's death prior to removal of all restrictions on the Restricted
Shares; provided that if no such beneficiary is designated or if the beneficiary
so designated does not survive the Restricted Stockholder, the estate of such
Restricted Stockholder shall be deemed to be his or her beneficiary. The
Restricted Stockholder may, by written notice to the Compensation Committee,
change the beneficiary designated in this Agreement.

      10. NOTICES. Any notice hereunder to the Corporation shall be addressed to
it at its principal business office, 55 Technology Way, West Greenwich, RI 02817
and any notice hereunder to the Restricted Stockholder shall be sent to the
address reflected on the payroll records of the Corporation, subject to the
right of either party to designate at any time hereafter in writing some other
address.

      11. GOVERNING LAW. This Agreement shall be construed and administered in
accordance with and governed by the laws of the State of Delaware.

                                     - 8 -
<PAGE>

      12. DEFINED TERMS. Capitalized terms used but not defined in this
Agreement will have the meanings specified in the Plan.

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
its duly authorized officer and the Restricted Stockholder has executed this
Agreement as of the date set forth above.

GTECH HOLDINGS CORPORATION                   RESTRICTED STOCKHOLDER

By: _________________________                ________________________

                                     - 9 -
<PAGE>

                           GTECH HOLDINGS CORPORATION
                    RESTRICTED STOCK AGREEMENT REGARDING THE
                             GRANT OF VESTED SHARES

      This AGREEMENT, dated as of the ____day of _______, 200_, by and between
GTECH Holdings Corporation, a Delaware corporation (the "Corporation"), and
____________________ (the "Restricted Stockholder").

                                   WITNESSETH:

      WHEREAS, the Restricted Stockholder is employed by a subsidiary of the
Corporation, and is in a position to contribute materially to the Corporation's
continued growth, development and long-term financial success; and

      WHEREAS, the Corporation wishes to provide the Restricted Stockholder with
an opportunity to participate in the ownership of the Corporation and its future
growth through the grant of an opportunity to acquire common stock of the
Corporation, $0.01 par value per share (the "Common Stock").

      NOW THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:

      1. GRANT OF RESTRICTED SHARES; DEFINITIONS. (a) Pursuant to the provisions
of the GTECH Holdings Corporation 2002 Omnibus Stock Option and Long-Term
Incentive Plan (the "Plan"), effective as of __________ (the "Date of Grant"),
the Corporation hereby grants to the Restricted Stockholder _____ shares of
Common Stock (the "Restricted Shares"), subject to all of the terms and
conditions of this Agreement and the Plan. As more fully described below, the
shares granted hereby are subject to forfeiture by the Restricted Stockholder if
certain criteria are not satisfied.

      (b) All capitalized terms used herein but not defined shall have the
meanings given to such terms in the Plan.

      2. VESTING; RESTRICTIONS.

      (a) Vesting. The Restricted Shares shall vest and become nonforfeitable as
of the Date of Grant.

      (b) Restrictions. The Restricted Shares may not be sold, pledged,
exchanged, hypothecated or otherwise transferred, encumbered or deposed of by
the Executive (the foregoing prohibitions hereinafter referred to as
"Restrictions"), for a period of two (2) years from the Date of Grant.

<PAGE>

      (c) This Section 2 is subject to Section 10 of the Plan,
"Change-in-Control Provisions", Section 12 of the Plan, "Adjustment Upon Change
of Shares", and Section 14 of the Plan, "Amendment and Termination of Plan".

      3. STOCK CERTIFICATES; DIVIDENDS AND STOCKHOLDER RIGHTS.

      (a) Custody of Restricted Shares; Legend. The Restricted Shares shall be
evidenced in such a manner as the Compensation Committee of the Board of
Directors deems appropriate, including, without limitation, book entry
registration or issuance of a stock certificate or certificates. To the extent
that a stock certificate is issued, the Secretary of the Corporation or his
agent shall hold such certificates for the Restricted Stockholder's benefit
until such time as the Restrictions lapse. Certificates representing the
Restricted Shares shall bear the following legend:

            The Shares represented by this Stock Certificate have been granted
            as restricted stock under the GTECH Holdings Corporation 2002
            Omnibus Stock Option and Long-Term Incentive Plan. The Shares
            represented by this Stock Certificate may not be sold, exchanged,
            assigned, transferred, pledged, hypothecated or otherwise encumbered
            or disposed of unless the restrictions set forth in the Restricted
            Stock Agreement between the registered holder of these Shares and
            GTECH Holdings Corporation shall have lapsed.

      (b) Rights and Obligations. During the Period of Restriction (as defined
in Section 2(t) of the Plan), the Restricted Stockholder may exercise full
voting rights with respect to the Restricted Shares. During the Period of
Restriction, the Restricted Stockholder shall be entitled to receive all
dividends and other distributions paid with respect to the Corporation's Common
Stock while they are so held. The Compensation Committee may provide that any
dividends paid on Restricted Stock must be reinvested in Common Stock, which may
be subject to the same restrictions applicable to such Restricted Stock.

      4. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement shall
confer upon the Restricted Stockholder any right with respect to continuance of
employment by the Corporation or any of its Affiliates, nor shall it interfere
in any way with the right of the employer to terminate the Restricted
Stockholder's employment at any time.

      5. RESTRICTED STOCKHOLDER BOUND BY PLAN. The Restricted Stockholder hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all the
terms and provisions thereof. In the event of any conflict between the
provisions of this Agreement and the provisions of the Plan, the provisions of
the Plan shall control.

      6. WITHHOLDING TAXES. The Restricted Stockholder acknowledges that the
Corporation is not responsible for the tax consequences to the Restricted
Stockholder of the granting of the Restricted Shares, and that it is the
responsibility of the Restricted Stockholder to consult with the Restricted
Stockholder's personal tax advisor regarding all matters with respect

                                     - 11 -
<PAGE>

to the tax consequences of the granting of the Restricted Shares. The
Corporation shall have the right to deduct from the Restricted Shares or any
payment to be made with respect to the Restricted Shares any amount that
federal, state, local or foreign tax law required to be withheld with respect to
the Restricted Shares or any such payment. Alternatively, the Corporation may
require that the Restricted Stockholder, prior to or simultaneously with the
Corporation incurring any obligation to withhold any such amount, pay such
amount to the Corporation in cash or in shares of the Corporation's Common Stock
(including shares of Common Stock retained from the Restricted Stock Award
creating the tax obligation), which shall be valued at the Fair Market Value of
such shares on the date of such payment. In any case where it is determined that
taxes are required to be withheld in connection with the issuance, transfer or
delivery of the shares, the Corporation may reduce the number of shares so
issued, transferred or delivered by such number of shares as the Corporation may
deem appropriate to comply with such withholding. The Corporation may also
impose such conditions on the payment of any withholding obligations as may be
required to satisfy applicable regulatory requirements under the Exchange Act.

      7. DESIGNATION OF BENEFICIARY. The Restricted Stockholder shall designate,
on a form set forth to be provided by the Company, one or more beneficiaries to
receive the Restricted Shares awarded hereunder in the event of the Restricted
Stockholder's death prior to removal of all Restrictions on the Restricted
Shares; provided that if no such beneficiary is designated or if the beneficiary
so designated does not survive the Restricted Stockholder, the estate of such
Restricted Stockholder shall be deemed to be his or her beneficiary. The
Restricted Stockholder may, by written notice to the Compensation Committee,
change the beneficiary designated in this Agreement.

      8. NOTICES. Any notice hereunder to the Corporation shall be addressed to
it at its principal business office, 55 Technology Way, West Greenwich, RI 02817
and any notice hereunder to the Restricted Stockholder shall be sent to the
address reflected on the payroll records of the Corporation, subject to the
right of either party to designate at any time hereafter in writing some other
address.

      9. GOVERNING LAW. This Agreement shall be construed and administered in
accordance with and governed by the laws of the State of Delaware.

      10. DEFINED TERMS. Capitalized terms used but not defined in this
Agreement will have the meanings specified in the Plan.

                                     - 12 -
<PAGE>

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
its duly authorized officer and the Restricted Stockholder has executed this
Agreement as of the date set forth above.

GTECH HOLDINGS CORPORATION                  RESTRICTED STOCKHOLDER

By: ________________________                ________________________

                                     - 13 -
<PAGE>

                           GTECH HOLDINGS CORPORATION
                           RESTRICTED STOCK AGREEMENT

      This AGREEMENT by and between GTECH Holdings Corporation, a Delaware
corporation (the "Corporation"), and ______________ (the "Restricted
Stockholder").

                                   WITNESSETH:

      WHEREAS, the Restricted Stockholder is employed by a subsidiary of the
Corporation, and is in a position to contribute materially to the Corporation's
continued growth, development and long-term financial success; and

      WHEREAS, the Corporation wishes to provide the Restricted Stockholder with
an opportunity to participate in the ownership of the Corporation and its future
growth through the grant of an opportunity to acquire common stock of the
Corporation, $0.01 par value per share (the "Common Stock").

      NOW THEREFORE, in consideration of the mutual agreements herein contained,
the parties hereto agree as follows:

      1. GRANT OF RESTRICTED SHARES; DEFINITIONS. (a) Pursuant to the provisions
of the GTECH Holdings Corporation 2000 Omnibus Stock Option and Long-Term
Incentive Plan (the "Plan"), effective as of _________________ (the "Date of
Grant"), the Corporation hereby grants to the Restricted Stockholder _____
shares of Common Stock (the "Restricted Shares"), subject to all of the terms
and conditions of this Agreement and the Plan. As more fully described below,
the shares granted hereby are subject to forfeiture by the Restricted
Stockholder if certain criteria are not satisfied.

      (b) All capitalized terms used herein but not defined shall have the
meanings given to such terms in the Plan.

      2. VESTING PERIOD.

      (a) Vesting. The Restricted Shares shall vest and become nonforfeitable in
annual installments of 25% of the total grant amount, starting on the second
anniversary of the Date of Grant.

      (b) Termination due to Disability or Death. Upon the Restricted
Stockholder's total and permanent disability (as defined in Internal Revenue
Code Section 22(e)(3)), the restrictions on the Restricted Stockholder's
Restricted Shares shall expire and the Restricted Shares shall vest in full on
the Restricted Stockholder's last day of employment. Upon the Restricted
Stockholder's death, the restrictions on the Restricted Stockholder's Restricted
Shares shall expire and the Restricted Shares shall vest in full on the
Restricted Stockholder's date of death.

<PAGE>

      (c) Other Termination. If the Restricted Stockholder's employment by the
Corporation ceases for any reason other than set forth in Section 2(b) above, no
further portion of his or her Restricted Shares shall become vested pursuant to
this Agreement and such unvested Restricted Shares shall be forfeited effective
as of the date that the Restricted Stockholder ceases to be so employed by the
Corporation. However, the Committee, in its sole and absolute discretion, shall
have the right to provide for vesting of the Restricted Stock (which may include
without limitation immediate vesting in full) or for expiration of the
restrictions on Restricted Stock Shares following termination of employment,
upon such terms and provisions as it deems proper. For purposes of this Section
2, employment shall be considered as continuing after any change of employment
within or among the Corporation and its Affiliates (as such term is defined in
the Plan) so long as the Restricted Stockholder continues to be an employee of
the Corporation or any of its Affiliates.

      (d) This Section 2 is subject to Section 10 of the Plan,
"Change-in-Control Provisions", Section 4(c) of the Plan, "Changes in Stock",
and Section 14 of the Plan, "Amendment and Termination".

      3. NON-TRANSFERABILITY. Until the Restricted Shares shall be vested and
until the satisfaction of any and all other conditions specified herein, the
Restricted Shares may not be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of by the Restricted Stockholder.

      4. STOCK CERTIFICATES; DIVIDENDS AND STOCKHOLDER RIGHTS.

      (a) Custody of Restricted Shares; Legend. The Restricted Shares shall be
evidenced in such a manner as the Compensation Committee of the Board of
Directors deems appropriate, including, without limitation, book entry
registration or issuance of a stock certificate or certificates. To the extent
that a stock certificate is issued, the Secretary of the Corporation shall hold
such certificates for the Restricted Stockholder's benefit until such time as
the restrictions lapse or the Restricted Stock is forfeited to the Company.
Certificates representing the Restricted Shares shall bear the following legend:

            The Shares represented by this Stock Certificate have been granted
            as restricted stock under the GTECH Holdings Corporation 2002
            Omnibus Stock Option and Long-Term Incentive Plan. The Shares
            represented by this Stock Certificate may not be sold, exchanged,
            assigned, transferred, pledged, hypothecated or otherwise encumbered
            or disposed of unless the restrictions set forth in the Restricted
            Stock Agreement between the registered holder of these Shares and
            GTECH Holdings Corporation shall have lapsed.

      Upon the vesting of the Restricted Shares, the Corporation shall so notify
the Secretary of the Corporation and the Secretary shall obtain from the
Corporation certificates representing all such shares that have vested, which
certificates shall not bear any restrictive endorsement making reference to this
Agreement, and shall deliver such certificates to the Restricted Stockholder.

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<PAGE>

      (b) Rights and Obligations. During the Restricted Period (as defined in
Section 8(b) of the Plan), the Restricted Stockholder may exercise full voting
rights with respect to the Restricted Shares. During the Period of Restriction,
the Restricted Stockholder shall be entitled to receive all dividends and other
distributions paid with respect to the Corporation's Common Stock while they are
so held. The Compensation Committee may provide that any dividends paid on
Restricted Stock must be reinvested in Common Stock, which may be subject to the
same vesting conditions and restrictions applicable to such Restricted Stock.

      5. NO RIGHT TO CONTINUED EMPLOYMENT. Nothing in this Agreement shall
confer upon the Restricted Stockholder any right with respect to continuance of
employment by the Corporation or any of its Affiliates, nor shall it interfere
in any way with the right of the employer to terminate the Restricted
Stockholder's employment at any time.

      6. RESTRICTED STOCKHOLDER BOUND BY PLAN. The Restricted Stockholder hereby
acknowledges receipt of a copy of the Plan and agrees to be bound by all the
terms and provisions thereof. In the event of any conflict between the
provisions of this Agreement and the provisions of the Plan, the provisions of
the Plan shall control.

      7. SECTION 83(b) ELECTION. If the Restricted Stockholder files an election
with the Internal Revenue Service to include the fair market value of any
Restricted Shares in gross income as of the Date of Grant, the Restricted
Stockholder agrees to promptly furnish the Corporation with a copy of such
election, together with the amount of any federal, state, local or other taxes
required to be withheld to enable the Corporation to claim an income tax
deduction with respect to such election.

      8. WITHHOLDING TAXES. The Restricted Stockholder acknowledges that the
Corporation is not responsible for the tax consequences to the Restricted
Stockholder of the granting or vesting of the Restricted Shares, and that it is
the responsibility of the Restricted Stockholder to consult with the Restricted
Stockholder's personal tax advisor regarding all matters with respect to the tax
consequences of the granting and vesting of the Restricted Shares. The
Corporation shall have the right to deduct from the Restricted Shares or any
payment to be made with respect to the Restricted Shares any amount that
federal, state, local or foreign tax law required to be withheld with respect to
the Restricted Shares or any such payment. Alternatively, the Corporation may
require that the Restricted Stockholder, prior to or simultaneously with the
Corporation incurring any obligation to withhold any such amount, pay such
amount to the Corporation in cash or in shares of the Corporation's Common Stock
(including shares of Common Stock retained from the Restricted Stock Award
creating the tax obligation), which shall be valued at the Fair Market Value of
such shares on the date of such payment. In any case where it is determined that
taxes are required to be withheld in connection with the issuance, transfer or
delivery of the shares, the Corporation may reduce the number of shares so
issued, transferred or delivered by such number of shares as the Corporation may
deem appropriate to comply with such withholding. The Corporation may also
impose such conditions on the payment of any withholding obligations as may be
required to satisfy applicable regulatory requirements under the Exchange Act.

                                     - 16 -
<PAGE>

      9. DESIGNATION OF BENEFICIARY. The Restricted Stockholder shall designate,
on a form set forth to be provided by the Company, one or more beneficiaries to
receive the Restricted Shares awarded hereunder in the event of the Restricted
Stockholder's death prior to removal of all restrictions on the Restricted
Shares; provided that if no such beneficiary is designated or if the beneficiary
so designated does not survive the Restricted Stockholder, the estate of such
Restricted Stockholder shall be deemed to be his or her beneficiary. The
Restricted Stockholder may, by written notice to the Compensation Committee,
change the beneficiary designated in this Agreement.

      10. NOTICES. Any notice hereunder to the Corporation shall be addressed to
it at its principal business office, 55 Technology Way, West Greenwich, RI 02817
and any notice hereunder to the Restricted Stockholder shall be sent to the
address reflected on the payroll records of the Corporation, subject to the
right of either party to designate at any time hereafter in writing some other
address.

      11. GOVERNING LAW. This Agreement shall be construed and administered in
accordance with and governed by the laws of the State of Delaware.

      12. DEFINED TERMS. Capitalized terms used but not defined in this
Agreement will have the meanings specified in the Plan.

                                     - 17 -
<PAGE>

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by
its duly authorized officer and the Restricted Stockholder has executed this
Agreement as of the date set forth above.

GTECH HOLDINGS CORPORATION                      RESTRICTED STOCKHOLDER

By:
    --------------------
                                               __________________________


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