BUSINESS ON DECEMBER 31, 2004,
THE BENEFITS PAYABLE UNDER THE OLD PLAN WERE LIMITED IN OPERATION TO BENEFITS
THAT WERE EARNED AND VESTED ON THAT DATE WITHIN THE MEANING OF REGULATIONS AND
GUIDANCE ISSUED UNDER SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED ("SECTION 409A").
1.2
2005 PLAN.
EFFECTIVE JANUARY 1, 2005, A REPLACEMENT PLAN (THE
"NEW PLAN") WAS ADOPTED IN ORDER TO PROVIDE BENEFITS SUBSTANTIALLY SIMILAR TO
THOSE PROVIDED UNDER THE OLD PLAN ON TERMS INTENDED TO COMPLY WITH SECTION 409A
AND WITH REGULATIONS AND OTHER GUIDANCE THEREUNDER APPLICABLE TO DEFERRALS AFTER
DECEMBER 31, 2004 ("REGULATIONS"), WITHOUT DUPLICATION OF BENEFITS PROVIDED
UNDER THE OLD PLAN.
MEMBERS OF THE OLD PLAN WHO HAD NOT BOTH ATTAINED AGE
FIFTY-FIVE (55) AND COMPLETED TEN (10) YEARS OF SERVICE (AS THEREIN DEFINED) ON
OR BEFORE DECEMBER 31, 2004 HAD NO VESTED BENEFITS UNDER THE OLD PLAN AND SHALL,
ACCORDINGLY, RECEIVE THEIR SUPPLEMENTAL RETIREMENT INCOME BENEFITS SOLELY UNDER
SUCH NEW PLAN.
1.3
COMPLETE DISCONTINUANCE OF PLAN.
NO BENEFITS BECAME PAYABLE
UNDER THE PLAN DURING THE CALENDAR YEAR 2005.
PURSUANT TO ACTION OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS TAKEN DECEMBER 15, 2005, THE
PLAN WAS AMENDED PERMANENTLY TO TERMINATE FURTHER BENEFIT ACCRUALS THEREUNDER
(INCLUDING FOR THIS PURPOSE ANY EMPLOYMENT AGREEMENTS PREVIOUSLY TREATED AS PART
OF THE PLAN) EFFECTIVE AS OF DECEMBER 31, 2005 AND TO MAKE RELATED CHANGES,
INCLUDING (A) REDEFINITION OF THE COMPENSATION TAKEN INTO ACCOUNT IN DETERMINING
THE FROZEN PLAN BENEFIT AS OF DECEMBER 31, 2005, (B) CREDITING ALL MEMBERS WITH
FIFTEEN YEARS OF SERVICE FOR PURPOSES OF THE BENEFIT FORMULA, (C) FULL VESTING
OF ALL MEMBERS, (D) PROVISION FOR ALL BENEFITS TO BE PAID IN THE FORM ELECTED BY
THEM PRIOR TO DECEMBER 31, 2004 UNDER THE OLD PLAN, NAMELY A SINGLE LUMP SUM,
(E) PROHIBITION OF ALL FUTURE BENEFIT ENHANCEMENTS OF ANY TYPE WHATEVER
(INCLUDING THOSE THAT MIGHT BE BASED ON A CHANGE OF CONTROL TERMINATION), AND
(F) PROVISION FOR ALL BENEFIT INCREASES RESULTING FROM SUCH COMMITTEE ACTION TO
BE PROVIDED UNDER TERMS FULLY COMPLIANT WITH SECTION 409A, INCLUDING WITHOUT
LIMITATION THE REQUIREMENT FOR A SIX-MONTH DELAY IN MAKING OF DISTRIBUTIONS TO
SPECIFIED EMPLOYEES ON ACCOUNT OF SEPARATION FROM SERVICE.
1.4
CONSOLIDATED PLAN DOCUMENT AND "ROADMAP".
IN ORDER TO REFLECT
AND PROVIDE FOR THE CHANGES MADE ABOVE AND COMPLY WITH THE FINAL REGULATIONS
UNDER SECTION 409A, THE PLAN IS HEREBY AMENDED AND RESTATED TO READ AS SET FORTH
BELOW, EFFECTIVE AS OF JANUARY 1, 2009, EXCEPT AS OTHERWISE PROVIDED, AND SHALL
BE KNOWN AS THE SCIENTIFIC GAMES CORPORATION FROZEN SUPPLEMENTAL EXECUTIVE
RETIREMENT PLAN.
ALTHOUGH CONTAINED WITHIN A SINGLE DOCUMENT, THE PLAN SET
FORTH HEREIN COMPRISES TWO SEPARATE PLANS FOR PURPOSES OF SECTION 409A, NAMELY -
(A)
A PLAN PROVIDING SOLELY THE GRANDFATHERED BENEFIT (AS DEFINED IN
SECTION 2.10), WHICH AS INCREASED BY INTEREST AT THE OLD PLAN DISCOUNT RATE (AS
DEFINED IN SECTION 2.16), PROVIDES FOR THE OLD PLAN BENEFIT (AS DEFINED IN
SECTION 2.15), TO BE PAYABLE ON RETIREMENT UNDER THE TERMS OF