On June 3, 2008, Scientific Games International, Inc. (“SGI”), a wholly owned subsidiary of Scientific Games Corporation (the “Company”), entered into a Superseding Employment, Separation and General Release Agreement (the “Separation Agreement”) with William J. Huntley, Vice President of the Company, which modifies the terms of Mr. Huntley’s employment agreement with SGI dated August 1, 2006 (the “Employment Agreement”).  Under the Separation Agreement, which takes effect on July 1, 2008, Mr. Huntley’s employment with SGI will terminate on February 1, 2009.

The Separation Agreement provides for a transition period beginning July 1, 2008 and ending February 1, 2009 (the “Transition Period”).  The Separation Agreement contemplates that, during the Transition Period, Mr. Huntley will perform certain responsibilities as assigned by the Chairman, Chief Executive Officer or Board of Directors of the Company.  Mr. Huntley’s base salary will continue during the Transition Period at a rate of $550,000 per annum.  Also during the Transition Period, Mr. Huntley will continue to have an annual target bonus opportunity equal to 66.7% of his base salary and a maximum bonus opportunity equal to 133% of his base salary, and he will be eligible to participate in other benefit plans as generally provided by the Company to its executive officers.

After the end of the Transition Period, Mr. Huntley will be entitled to receive, among other things, (i) a lump sum payment of $930,500, representing one year of base salary ($550,000), a severance bonus amount of $368,500, and $12,000 to be used for COBRA or other insurance coverage (unless he is terminated for “cause” (as defined in the Employment Agreement)), (ii) immediate vesting of all outstanding stock options and restricted stock units (unless he is terminated for “cause”) and (iii) certain payments relating to his residual benefit under the Company’s discontinued Supplemental Executive Retirement Plan.  These severance amounts and other benefits are also payable if Mr. Huntley’s employment terminates prior to the termination date due to disability or death (less, in the case of termination due to disability, disability payments made to him under the Company’s disability plans).

The Separation Agreement also provides for the continuation of, among other things, covenants under the Employment Agreement imposing on Mr. Huntley certain obligations with respect to confidentiality and proprietary information, and restricting his ability to engage in certain activities in competition with the Company during his employment and for a period of 18 months after termination.  The Separation Agreement also contains a mutual release of certain claims as specified therein.

Item 8.01.  Other Events.

On June 2, 2008, the Company issued two press releases relating to the offering by its subsidiary, Scientific Games International, Inc., of $200 million aggregate original principal amount of senior subordinated notes in a private offering to qualified institutional buyers in accordance with Rule 144A and to persons outside the United States under Regulation S under the Securities Act of 1933, as amended.  Copies of the