Northstar Lottery Group's Proposal for Illinois Lottery Private Manager

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This cover sheet is prepared in accordance with applicable Illinois statutes and RFP requirementSection 8.1 (page 6), Confidentiality and Use of Materials. The enclosed proposal containsconfidential, proprietary, and/or trade secret information of Northstar Lottery Group, LLC,GTECH Corporation and Scientific Games Corporation that is exempt from public disclosure,as defined by 5 ILCS 140/7 (1)(g), 5 ILCS 140/7 (1)(i), and 5 ILCS 140/7 (1)(p). Each instanceof confidential information within the enclosed proposal has been clearly identified using thefollowing markings: (a) “Confidential material begins here” and “Confidential material endshere”; (b) “Confidential”; (c) “Confidential Proprietary”; or (d) “Trade Secret.” In addition, aConfidential Documentation Table has been included, which lists, for each instance ofconfidential information, the specific grounds under the Illinois Freedom of Information Act(FOIA) that establish the basis for such information being exempt from public disclosure.Copyright © Northstar Lottery Group, LLC 2010. All rights reserved.

The trademarks and logos contained in this document are marks owned by or exclusivelylicensed to GTECH Corporation and/or Scientific Games Corporation.

Confidential Documentation TableProposal for Illinois Lottery Private Manager –Step 2ProposalSection #Section TitleConfidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)1. ExecutiveSummaryConfidential material in the Executive Summary begins with the textfollowing the heading “Business Plan” and ends after the firstsentence in this Section with the text “million in 2016.”Confidential material begins before the text "The CAGR through2016" and ends after Figure 1-5, Business Plan - Net IncomeForecast Before PM Incentives.Confidential material begins with Figure 1-6, Major Growth Drivers,and ends at the end of such Figure.Confidential material begins before Figure 1-7, Sales Per CapitaBenchmark-2009-2016, and ends at the end of such Figure.The information marked confidential in this section disclosesfinancial forecasts related to Northstar’s business plandeveloped specifically for the Illinois Lottery. If disclosed, thefinancial information would cause substantial competitive harmto the Company and allow competitors to improperly obtain acompetitive advantage. It is therefore the subject of reasonableefforts to maintain its secrecy [5 ILCS 140/7 (1)(gConfidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2 1

ProposalSection #Section TitleConfidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)2.1 Growing theCustomerBase2.2 ManagementRecordConfidential material begins before Figure 2.1-2, Growth ActivitiesUndertaken to Increase Customer Bases, and ends after Figure2.1-3, Identifying New, Infrequent, and Lapsed Players.Confidential material begins after the text "in other jurisdictions"below Figure 2.1-3, and ends after Figure 2.1-4, Italian ConsumersProfile (By Game Category).Confidential material begins before Figure 2.1-5, AcquisitionChannels for New Gaming Accounts in Italy, and ends at the end ofSection 2.1.The marked material in this Section is confidential as it containsdetailed descriptions and graphics of our methodologies to identifyand implement growth opportunities by expanding the player base.The selection of recommendations in this plan is based on themethods, techniques, and processes that are part of the Group’sprofessional assessment of performance in comparable lotteryjurisdictions. The selection of particular case study jurisdictions,the lessons learned and their relevance to Northstar’s BusinessPlan are fundamental and strategic differentiators for Northstar.This information, if disclosed, would unfairly benefit competitors andcause substantial competitive harm to the Company and allowcompetitors to improperly obtain competitive advantage. It istherefore the subject of reasonable efforts to maintain its secrecy. [5ILCS 140/7 (1)(g)]Confidential material begins before the Section entitled, CaseStudy: New York Lottery, and ends immediately prior to Section2.2.3, Lottery Reference Letters.This material contains a description of the Group’s strategicapproach for the Illinois Lottery’s success, which has never beenpublicly disclosed. The selection of particular case studyjurisdictions, the lessons learned and their relevance to Northstar’sBusiness Plan are fundamental and strategic differentiators forNorthstar. This information, if disclosed, would deprive the Group ofa significant competitive advantage and cause substantial economicharm by allowing competitors to improperly obtain competitiveadvantage. It is therefore the subject of reasonable efforts tomaintain its secrecy. [5 ILCS 140/7 (1)(g)]2 Confidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2

ProposalSection #Section TitleConfidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)3.1.2 SituationAnalysis andMarketAssessmentConfidential material begins after the text "Illinois-specific marketresearch" in Section 3.1.2.2 and ends after the text "their purchasingbehaviors" immediately prior to the Section entitled MarketResearch Types and Services.Confidential material begins after the text "annual market researchplan:" in the Section entitled Market Research Types and Servicesand ends after Figure 3.1.2-4.Confidential material begins after the text "Illinois Lottery products"in the Section entitled Findings From Market Research and endsafter the text "the customer base", immediately prior to Section3.1.2.3.Confidential material begins after the text "group, which:" inSection 3.1.2.3, and ends after the text "that lottery gamesprovide", immediately prior to Section 3.1.2.4.Confidential material begins after the text "its full potential" inSection 3.1.2.4 and ends after the text "few key processes" in thesame Section.Confidential material begins after the text "made more profitableby:" in the Section entitled Online Games, and ends after the text"responsibility principles" immediately prior to the Section entitledInstant Tickets.Confidential material begins after the text "that include looking at:"in the Section Instant Tickets, and ends after the text"consumer-friendly manner" in the same Section.Confidential material begins before Figure 3.1.2-9, Lottery Sales andAdvertising Comparison, and ends after the text "Lottery gamesbring" in the paragraph immediately following Figure 3.1.2-9.The material in this Section is confidential as it contains detailedinformation and graphics concerning the market assessmentconducted for the Illinois Lottery. This information is confidential andtrade secret, as it is the product of confidential internal analysis andtherefore derives independent economic value from not beinggenerally known by our competition. If disclosed, it would causesubstantial competitive harm to the Company by allowingcompetitors access to information gathered by Company experts,thereby improperly obtaining competitive advantage. Thisinformation is the subject of reasonable efforts to maintain itssecrecy. [5 ILCS 140/7 (1)(g)]Confidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2 3

ProposalSection #Section TitleConfidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)3.1.3 Technology Confidential material begins before Figure 3.1.3-9: Major ProjectMilestones and Time Frames and ends after such Figure. Thematerial in this Section regarding the Major Project Milestones andTime Frames is confidential as these dates are the subject ofreasonable efforts to maintain their secrecy and provide a valuableadvantage in the Lottery industry. Disclosure of this information maycause substantial competitive harm. [5 ILCS 140/7 (1)(g)], [5 ILCS140/7 (1)(p)].Confidential material begins before Figure 3.1.3-16: ES SystemPortal: Connect to Your Needs and ends after the footnote followingsuch Figure. The material regarding ES System Portal in this Sectionis confidential as it shows detailed information regarding how a userenters GTECH’s ES System through the ES System Portal. Thisinformation is associated with computer system hardware andsoftware and system specifications. Disclosure of this informationcould jeopardize the security of the system and/or its data. Thisinformation is also trade secret, as it derives independent economicvalue from not being generally known by our competition and istherefore the subject of reasonable efforts to maintain its secrecy. [5ILCS 140/7 (1)(g)]; [5 ILCS 140/7 (1)(i)]; [5 ILCS 140/7 (1)(p)].Confidential material begins after the heading, Altar GT 1200Compact, and ends after the text "of counter width" after Figure3.1.3-29. The material in this Section regarding the Altura GT 1200compact terminal is confidential as it contains a description of a newand innovative lottery terminal that has not been released to anyother customer. The Company has invested significant resources inthe design and development of this highly sensitive and proprietarytechnology solution. The unique design and specifications of thisterminal are the subject of reasonable efforts to maintain their secrecyand provide a valuable competitive advantage in the industry. Thisinformation is only known within the company on a strictneed-to-know basis. This information would provide competitors withan opportunity to obtain improper economic advantage within thelottery industry and are accordingly treated as valuable trade secrets.In addition, disclosure may cause competitive harm.[5 ILCS 140/7 (1)(g)]4 Confidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2

ProposalSection #3.1.3(cont.)Section TitleTechnologyConfidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)Confidential material begins before Section 3.1.3.4, Internet, andends after the text "across the State today" at the end of Section3.1.3. The information in this Section under the heading Internet isconfidential as it contains detailed information about GTECH’s newInteractive gaming strategy that will positively impact Lotteryrevenues when implemented. In addition, this material includesinformation about GTECH’s proprietary Renaissance Program. Thismaterial contains confidential commercial information regardingpotential future programs and product innovations for the IllinoisLottery. This information is the subject of reasonable efforts tomaintain its secrecy and is not generally known outside the Company.This material would provide competitors with an opportunity toobtain improper economic advantage within the lottery industry andmay cause competitive harm. The extent to which this information isknown outside of the Company is very limited and disclosure of thisinformation would cause GTECH to suffer irreparable competitiveharm. Therefore, this information is the subject of reasonable effortsto maintain its secrecy. [5 ILCS 140/7 (1)(g)]3.1.4 Online andInternetProductInnovationConfidential material begins before Section 3.1.4.2, ProposedOnline Portfolio Enhancements, and ends after the text "expectedprize payout' immediately prior to Section 3.1.4.4.Confidential material begins after the text "gaming entertainmentexperiences" prior to Figure 3.1.4-15, Strategic Approach toInternet Gaming and ends after the text "materially positive ROI" atthe end of Section 3.1.4.The material in this Section in confidential as it contains detaileddescriptions of and the specifics regarding the plannedenhancements of the product portfolio for Illinois including internalexpert analysis on how these enhancements will benefit the Lottery.This information would provide competitors with insight intocompany strategies and an opportunity to obtain impropereconomic advantage within the lottery industry and are accordinglytreated as valuable trade secrets and may cause competitive harm.[5 ILCS 140/7 (1)(g)]Confidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2 5

ProposalSection #Section TitleConfidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)3.1.5 InstantProductInnovationConfidential information begins after the text "for optimumsuccess" immediately prior to the Section entitled $1 Games andends after Figure 3.1.5-11, $30 Prize Structure.Confidential material begins after the text "audience of players" inthe Section entitled Product Line Ingredients and ends after the text"brand category" immediately prior to the Section entitled, DetailedFive-Year Introduction.Confidential material begins before the Section entitled, Price PointSummary and Attributes, and ends after the text "direct responsecoupons" immediately prior to the Section entitled, Game Design,Payout Structure and Pricing.Confidential material begins after the text "instant ticket category"and ends immediately after the text "Annual Business Plan" at theend of this Section, Game Design, Payout Structure and Pricing.The material in this Section is confidential as it contains detailedinformation about strategic prize structure and price points. Thishighly sensitive commercial information is confidential and tradesecret, as it derives independent economic value from not beinggenerally known by our competition. If disclosed, it would causesubstantial competitive harm to the Company and allow competitorsto improperly obtain competitive advantage. It is therefore thesubject of reasonable efforts to maintain its secrecy.[5 ILCS 140/7 (1)(g)]3.1.6 Logistics Confidential information begins before Figure 3.1.6-1, Instant GameDevelopment Process, and ends after such Figure.Confidential material begins after the Section heading, GameProduction Timeline, and ends after the text "otherwise beexpected" in the same Section.Confidential material begins before Figure 3.1.6-2, ProductionTimeline, and ends after such Figure.Confidential material begins before the text "SGI's predictiveordering module" in the Section entitled, Predictive Ordering, andends after the text "game decisions" in the same Section.The material in this Section is confidential as it shows the specificsteps in the game development process. The specifics of thesedetails are the subject of reasonable efforts to maintain their secrecyand provide a valuable competitive advantage in the industry. Thisinformation would provide competitors with an opportunity toobtain improper economic advantage within the lottery industry andare accordingly treated as valuable trade secrets and may causecompetitive harm. [5 ILCS 140/7 (1)(g)]6 Confidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2

ProposalSection #Section TitleConfidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)3.1.7 LotteryRetailers3.1.8 SecondChanceDrawingsConfidential information begins after the text "Year 3 of the Plan"within Section 3.1.7.1 and ends after the text "monitor gamedevelopment" in the same Section.Confidential material begins before Figure 3.1.7-3, Lottery Spendingvs. Total Household Spending, and ends after such Figure.Confidential material begins after Figure 3.1.7-4, CorrelationBetween Productivity and Penetration of Retailers, and ends afterFigure 3.1.7-5, Target by Trade Style Mix.Confidential material begins after the text "lottery due to" in theparagraph after Figure 3.1.7-5 and ends after Figure 3.1.7-9,Distribution Analysis of Network Productivity.Confidential material begins before Figure 3.1.7-10, Retail NetworkExpansion Plan, and ends after the text "their retail accounts" at theend of the paragraph following Figure 3.1.7-19.Confidential material begins before Figure 3.1.7-20, WorldwideFamily of Altura Shipments, and ends after such Figure.Confidential material begins after the text "the next one could beyou" and ends after the text "as opposed to 2006".Confidential material begins after the text "more work for retailers"and ends after Figure 3.1.7-21, Increasing Player Points of Purchase.Confidential material begins after the text "differentiated byproduct" in Section 3.1.7.5, and ends at the end of Section 3.1.7.The information in this section is confidential as it contains retailpenetration and distribution plans specific to the Illinois Lottery, aswell as details about specific training programs created by theCompany for Illinois Lottery retailers, and the timing of theexecution of those training programs. This information, if disclosed,could undermine the integrity of the Lottery and would providecompetitors with insight into the Company's retail strategy andprovide competitors an opportunity to obtain improper economicadvantage within the lottery industry and may cause competitiveharm. [5 ILCS 140/7 (1)(g)]Confidential information begins after the heading “DrawingServices” and ends at the end of the section. This information isconfidential as it contains details about the drawing services theCompany will provide to the Illinois Lottery including drawingprocedures and prize structures. This information, if disclosed, wouldprovide competitors with insight into the Company's drawingstrategies and provide competitors an opportunity to obtainimproper economic advantage within the lottery industry and maycause competitive harm. [5 ILCS 140/7 (1)(g)]Confidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2 7

ProposalSection #Section TitleConfidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)3.1.9 Branding andMarketingConfidential material begins before the text “To achieve sustainablelottery sales growth” and ends after the text "programs in thefuture" in Section 3.1.9.1.Confidential material begins before the text "The Northstar LotteryGroup" in Section 3.1.9.2 and ends after the text "prior to launch" inthe same Section.Confidential material begins before Figure 3.1.9-1, Market Researchand Consumer Insight Study Plan, and ends after the text "Orbit orFive" immediately prior to Section 3.1.9.4.Confidential material begins before Figure 3.1.9-3, Lottery Sales andAdvertising Comparison, and ends after such Figure.Confidential material begins after the text "They are paying morefor less" in the second paragraph below Figure 3.1.9-4, and endsafter the text "promotions for key concerts" immediately prior toSection 3.1.9.7.Confidential material begins before Figure 3.1.9-18, AdvertisingInitiative Costs, and ends at the end of Section 3.1.9.The material in this Section is confidential as it contains brand andmarketing information designed specifically for the Illinois Lottery. Inaddition, this section discusses strategic relationships that are partof the Group’s product and marketing strategy plans. The specificsof these strategic relationships are the subject of reasonable effortsto maintain their secrecy and provide a valuable competitiveadvantage to the Group in the industry. This information wouldprovide competitors with an opportunity to obtain impropereconomic advantage within the lottery industry and are accordinglytreated as valuable trade secrets and may cause competitive harm.[5 ILCS 140/7 (1)(g)]8 Confidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2

ProposalSection #Section TitleConfidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)3.1.10 CustomerService Center– Player andLotteryRetailer3.1.11 ResponsibleGamingProgramConfidential information begins with Figure 3.1.10-2, GTECH’sRecent Technology Investments, and ends after its caption. Thismaterial is confidential as it identifies the technologies in whichGTECH has invested in from 2006 until 2010. These details are notpublicly disclosed and are the subject of reasonable efforts tomaintain their secrecy. As a member of the Group, GTECH’sinvestments provide a valuable competitive advantage to the Groupin the industry. Disclosure of this information would providecompetitors with an opportunity to obtain improper economicadvantage within the lottery industry and are accordingly treated asvaluable trade secrets and may cause competitive harm. [5 ILCS140/7 (1)(g)].The next instance of confidential information in this section beginswith the heading “3.1.10.4, Roles and Responsibilities” and ends atthe end of the section. This material is confidential as it providesdetails regarding the Group’s specific roles and responsibilities forthe project and the assumptions that are inherent in driving themarket development we have forecast. The specifics of thesestrategic relationships are the subject of reasonable efforts tomaintain their secrecy and provide a valuable competitive advantageto Northstar in the industry. This information would providecompetitors with an opportunity to obtain improper economicadvantage within the lottery industry and are accordingly treated asvaluable trade secrets and may cause competitive harm. [5 ILCS140/7 (1)(g)]Confidential information begins before Figure 4-1, ResponsibleGaming Plan, and ends at the end of the Section. This material isconfidential as it contains details of the Group’s responsible gaminginitiative. The selection of recommendations in this plan is based onmethods, techniques, and processes that are part of the Group’sprofessional assessment of performance in comparable lotteryjurisdictions. This information, if disclosed, would unfairly benefitcompetitors and cause substantial competitive harm to the Groupand allow competitors to improperly obtain competitive advantage.It is therefore the subject of reasonable efforts to maintain itssecrecy. [5 ILCS 140/7 (1)(g)]Confidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2 9

ProposalSection #3.1.12(cont.)Section TitleStaffingConfidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)The information marked in this section is confidential as it containsthe Group’s strategic approach to employee development andretention, as well as a five-year staffing plan developed for theIllinois Lottery. The specifics of this information are the subject ofreasonable efforts to maintain their secrecy and provide a valuablecompetitive advantage to the Company in the industry. Thisinformation would provide competitors with an opportunity toobtain improper economic advantage within the lottery industry andare accordingly treated as valuable trade secrets and may causecompetitive harm. [5 ILCS 140/7 (1)(g)].3.1.14 Compliance Confidential information in this section begins after the Sectionheading, Roles and Responsibilities, in Section 3.1.14.7, and ends atthe end of Section 3.1.14.8.This highly sensitive commercial information is confidential andtrade secret, as it derives independent economic value from notbeing generally known by our competition. If disclosed, it wouldcause substantial competitive harm to the Group and allowcompetitors to improperly obtain competitive advantage. It istherefore the subject of reasonable efforts to maintain its secrecy. [5ILCS 140/7 (1)(g)]3.1.16 Transition Plan This entire section, including all Gantt charts, is confidential as itcontains details regarding the proposed transition plan to ensure asmooth transition of Lottery operations to the Private Manager. Thissection is highly detailed and contains confidential strategies, inconcept only, and has not been approved by the Lottery. TheCompany has invested significant resources in the development ofthese strategies and has released this information internally only ona strict need-to-know basis. The specifics of these strategies are thesubject of reasonable efforts to maintain their secrecy and provide avaluable competitive advantage to the Group in the industry. Thisinformation would provide competitors with an opportunity toobtain improper economic advantage within the lottery industry andare accordingly treated as valuable trade secrets and may causecompetitive harm. [5 ILCS 140/7 (1)(g)]Confidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2 11

ProposalSection #Section TitleConfidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)3.2 Financial Plan Confidential material begins before the heading Summary of theFinancial Plan and ends after Figure 3.2-9, Instant Sales Forecast.Confidential material begins before Figure 3.2-10, Retailer TradeStyle Evolution, and ends after such Figure.Confidential material begins with the heading, Prize Payout, andends after the words "substantial sales growth" immediately beforethe Section entitled, Management Fee.Confidential material begins before Figure 3.2-12, Expected FirstYear Management Fees, and ends after 3.2-13, Expected Ramp-UpPeriod Management Fees.Confidential material begins before the text "as the next figuredemonstrates," in the Section entitled, Lottery Expenses, and endsafter the text "first year of operations", in the same Section.Confidential material begins with Figure 3.2-14, Highly EfficientManagement and Operating Structure, and ends after Figure 3.2-16,Illinois Lottery Planned Advertising and Promotion Investment.Confidential material begins after the text "Northstar LotteryGroup's Business Plan", in the Section, Private Manager IncentiveCompensation, and ends after Figure 3.2-17, Illinois Lottery BusinessPlan Pro Forma Income Statement.Confidential material begins after Figure 3.2-18, Sales Per CapitalBenchmark 2009-2016, and ends after such Figure.Confidential material begins before Figure 3.2-19, Net Income PerCapita Benchmark- 2009 and Business Plan Y5, and ends after thesentence immediately below that Figure.Confidential material begins before Figure 3.2-21, Projected IllinoisLottery Growth vs. 2003-2009 Growth, and ends with the captionbelow such Figure.Confidential material begins before the text "overall weekly netspend" in the paragraph preceding Figure 3.2-22, and ends after thetext "GTECH and Scientific Games" in the Section entitled, FinancialViability and Soundness.Confidential material begins after the text "grouped orconsolidated" in Section 3.2.2, and ends after the text "EmployeeUse Agreement" immediately prior to Section 3.2.3.Confidential material begins above Figure 3.2-23, Illinois LotterySales Bridge Analysis (2011-2012), and ends after the text "from ourestimate" immediately prior to the Section entitled, Timing of theCommencement of Major Business Initiatives.12 Confidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2

ProposalSection #Section TitleConfidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)3.2 (cont.) Financial Plan Confidential material begins before the text "some of the moreimportant" in the Section entitled, Timing of the Commencement ofMajor Business Initiatives, and ends after the text "all EUAEmployees" at the end of such Section.Confidential material begins after the text "approved by the Lotteryinclude:" and ends at the end of Section 3.2.The information in this Section is confidential as it contains thedetails of the financial plan for the Private Management Agreement.This highly sensitive commercial information is the subject ofreasonable efforts to maintain its secrecy, is not generally knownoutside of the Company and is known within the Company on astrict need-to-know basis. This information, if disclosed, wouldprovide competitors with an opportunity to obtain impropereconomic advantage within the lottery industry and may causecompetitive harm. [5 ILCS 140/7 (1)(g)]6 Resumes This highly sensitive commercial and personal information is thesubject of reasonable efforts to maintain its secrecy as it could allowcompetitors insight into the Company's management of otheraccounts. This information is not generally known outside of theCompany and is known within the Company on a strictneed-to-know basis. This information, if disclosed, would providecompetitors with an opportunity to obtain improper economicadvantage within the lottery industry and may cause competitiveharm. [5 ILCS 140/7 (1)(g)]AppendixLaunch Plan(Referenced inSection 3.1.5)This appendix material is confidential as it contains informationregarding specific game launches developed specifically for theIllinois Lottery. This strategic approach to the Lottery’s gamesprovides the Group with a competitive advantage in themarketplace and is the work product of internal experts. Thisinformation would provide competitors with an opportunity toobtain improper economic advantage within the lottery industry andare accordingly treated as valuable trade secrets and may causecompetitive harm. [5 ILCS 140/7 (1)(g)]Confidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2 13

ProposalSection #AppendixAppendixAppendixSection TitleT.A.G.ProgramOverview(Referenced inSection 3.1.7)PredictiveSales Model(Referenced inSection 3.1.7)GamePlanningMatrices(Referenced inSection 3.1.5)Confidential Material and Location and Statutory Grounds toSupport Confidential Treatment and Documentation (IL FOIA)This proprietary program was developed to train Lottery ServiceRepresentatives (LSRs), who in turn train retailers. It highlights thespecific training techniques and strategies as part of a retaileroptimization program developed for the Lottery. These techniquesand strategies, which include a strategy for improving theperformance of underperforming retailers, are specific to anddeveloped by the Company and provide it with a competitiveadvantage in the industry. This highly sensitive commercialinformation is the subject of reasonable efforts to maintain itssecrecy, is not generally known outside of the Company, and isknown within the Company on a strict need-to-know basis. Thisinformation, if disclosed, would provide competitors with anopportunity to improperly obtain economic advantage within thelottery industry and may cause competitive harm.[5 ILCS 140/7 (1)(g)]This material contains specific strategic research methodology andassociated results for all parties within the Northstar Lottery Groupformed to support the Illinois Lottery. This highly sensitivecommercial information is the subject of reasonable efforts tomaintain its secrecy, is not generally known outside of the Group andis known within the Group on a strict need-to-know basis. Thisinformation, if disclosed, would provide competitors with anopportunity to obtain improper economic advantage within thelottery industry and may cause competitive harm.[5 ILCS 140/7 (1)(g)]The enclosed Game Planning Matrices contain a detailed game planfor instant tickets for the Illinois Lottery. This information has beenprepared expressly for the Illinois Lottery through the efforts ofinternal subject matter experts. This highly sensitive commercialinformation is the subject of reasonable efforts to maintain itssecrecy, is not generally known outside of the Group, and is knownwithin the Company on a strict need-to-know basis. This information,if disclosed, would provide competitors with an opportunity toimproperly obtain economic advantage within the lottery industryand may cause competitive harm. [5 ILCS 140/7 (1)(g)]14 Confidential Documentation Table Proposal for Illinois Lottery Private Manager – Step 2

Table of Contents1 Executive Summary2 Northstar Lottery Group Track Record2.1 Growing the Customer Base2.2 Management Record2.2.1 Unrivaled Leadership and Expertise. . . . . . . . . . . . . . . . . . . . . . . . .22.2.2 An Established Team: GTECH and Scientific Games Case Studies. . . .92.2.3 Lottery Reference Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .312.2.4 U.S. and International Customer List3 Final Business Plan3.1 Final Business Plan3.1.1 Vision and Approach3.1.2 Situation Analysis and Market Assessment3.1.2.1 Potential for Growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.2.2 Market Research Evidence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Market Research Types and Services. . . . . . . . . . . . . . . . . . . . . . 6Illinois-Specific Market Research . . . . . . . . . . . . . . . . . . . . . . . . 10Findings from Market Research. . . . . . . . . . . . . . . . . . . . . . . . . 143.1.2.3 Identifying Select Consumer Segments . . . . . . . . . . . . . . . . . . . . . .17Table of Contents 1

3.1.2.4 Situation Analysis of Major Business Levers . . . . . . . . . . . . . . . . . 18Online Games . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18Instant Tickets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Advertising. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Retailer Network . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Same-Store Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Internet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Operating Processes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 253.1.3 Technology3.1.3.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.1.3.2 Conversion Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Conversion Strategy/Rollout . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Organizing, Planning and Monitoring the Conversion . . . . . . . . . . .11Detailed Transition Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16Retailer and Staff Training . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25Management Record of System Conversions. . . . . . . . . . . . . . . . 253.1.3.3 Proven Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Central Gaming System Overview . . . . . . . . . . . . . . . . . . . . . . 31Flexibility of the System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33State-of-the-Art Robustness, Integrity and Availability. . . . . . . . . . . . .34Quantitative Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40System Management and Monitoring. . . . . . . . . . . . . . . . . . . . . .41Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42Testing and Certification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46A Strategic Component of the Technological Infrastructure . . . . . . . .46Proven Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46Advanced Management and Reporting Processes and Tools. . . . . . .51In-Store Enabling Technology . . . . . . . . . . . . . . . . . . . . . . . . . . 52Altura® GT1200 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53AlturaGT1200 Compact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63Compact Validation Terminal (CVT+) . . . . . . . . . . . . . . . . . . . . . .65Peripherals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66Instant Ticket Distribution Machines . . . . . . . . . . . . . . . . . . . . . . .672 Table of Contents

3.1.3.4 Internet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74Websites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74GTECH G2: Interactive Lottery Gaming . . . . . . . . . . . . . . . . . . . 75Renaissance Card: Future-Proofing the Lottery . . . . . . . . . . . . . . . 763.1.3.5 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 793.1.3.6 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 803.1.4 Online and Internet Product Innovation3.1.4.1 Situational Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.4.2 Proposed Online Portfolio Enhancements . . . . . . . . . . . . . . . . . . . . 6Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Extensions to the Multi-State Jackpot Game Category . . . . . . . . . . . 7Enhance Current Games. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Develop Brand-New Online Games . . . . . . . . . . . . . . . . . . . . . 20Promotion “Bonus Month” . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Further Initiatives to Develop the Market . . . . . . . . . . . . . . . . . . . 263.1.4.3 Timetable of Online Product Innovation . . . . . . . . . . . . . . . . . . . . 263.1.4.4 Internet Pilot Program and Beyond. . . . . . . . . . . . . . . . . . . . . . . . 28Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Phase 1– Leveraging the Internet Pilot Program . . . . . . . . . . . . . . 28Games. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29Player Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35Digital Alliances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44Integrity and Responsible Gaming . . . . . . . . . . . . . . . . . . . . . . . .46Phase 2 – Post-Pilot Evolution . . . . . . . . . . . . . . . . . . . . . . . . . . 47Enhancing the Games Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . .47Phase 3 – Future Gaming Opportunities. . . . . . . . . . . . . . . . . . . 493.1.4.5 Additional Potential Online Product Innovation . . . . . . . . . . . . . . . 513.1.4.6 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 593.1.4.7 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60Table of Contents 3

3.1.5 Instant Product Innovation3.1.5.1 Situation Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Prize Structure by Price Point . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Product Line Ingredients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.1.5.2 Proposed Portfolio Enhancements . . . . . . . . . . . . . . . . . . . . . . . . 22Product Plan (Instant Ticket Product Portfolio) . . . . . . . . . . . . . . . . 22Portfolio Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Detailed Five-Year Introduction . . . . . . . . . . . . . . . . . . . . . . . . . 24Price Point Summary and Attributes. . . . . . . . . . . . . . . . . . . . . . . .24Unclaimed Prizes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27Game Design, Payout Structure and Pricing . . . . . . . . . . . . . . . . . .27Platform Development. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 283.1.5.3 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 293.1.5.4 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303.1.6 Logistics3.1.6.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.1.6.2 Printing – Game Production Methodology . . . . . . . . . . . . . . . . . . . 3Game Design/Working Papers Development and Execution . . . . . . 4Game Programming. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Prepress. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Shipping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Game Production Timeline . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83.1.6.3 Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Telemarketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Predictive Ordering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Consumables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Training. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114 Table of Contents

3.1.6.4 Warehousing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Warehouse Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Receiving New Instant Tickets From the Factory . . . . . . . . . . . . . . 12Instant Ticket Storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Pick n’ Pack and Order Fulfillment. . . . . . . . . . . . . . . . . . . . . . . 13Return Ticket Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13End of Game Reconciliation and Secure Ticket Destruction . . . . . . 14Training. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 153.1.6.5 Inventory Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Using Sophisticated Tools and Experience to Control Inventory. . . . 163.1.6.6 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163.1.6.7 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173.1.7 Lottery Retailers3.1.7.1 Situation Analysis and Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . . 3Retailer Penetration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Retail Trade Style Mix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Retailer Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143.1.7.2 Recruitment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Retail Network Expansion Targets. . . . . . . . . . . . . . . . . . . . . . . 15Recruiting Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Maintain the Network’s Optimal Size . . . . . . . . . . . . . . . . . . . . 193.1.7.3 Retailer Training and Communication . . . . . . . . . . . . . . . . . . . . . 19Retailer Communication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Training Tools and Methodologies . . . . . . . . . . . . . . . . . . . . . . 20Training Plan for the Network Rollout. . . . . . . . . . . . . . . . . . . . . 22Retailer Training After the Rollout. . . . . . . . . . . . . . . . . . . . . . . . 223.1.7.4 Supervision and Relationship Management . . . . . . . . . . . . . . . . . 23Retailer Profiling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Optimizing Consumer Communication. . . . . . . . . . . . . . . . . . . . 27An Invitation to Play . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323.1.7.5 Commission and Incentives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40Northstar Lottery Group’s Approach . . . . . . . . . . . . . . . . . . . . . 40New Incentive System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40Table of Contents 5

3.1.7.6 Revocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41Reason Why . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41Minimum Sales Standard Program . . . . . . . . . . . . . . . . . . . . . . 413.1.7.7 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 433.1.7.8 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453.1.8 Second-Chance Drawing3.1.8.1 Situation Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.8.2 Conducting Second-Chance Drawings . . . . . . . . . . . . . . . . . . . . . . 33.1.8.3 Designing Second-Chance Drawings . . . . . . . . . . . . . . . . . . . . . . . 5Prize Structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Design Elements That Appeal to Players . . . . . . . . . . . . . . . . . . . . 6Introduce Different Rewards for Different Levels of Participation . . . . . .8Invest in Outstanding Content . . . . . . . . . . . . . . . . . . . . . . . . . . . .83.1.8.4 Analysis of Second-Chance Promotion Effectiveness. . . . . . . . . . . . . 93.1.8.5 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93.1.9 Branding and Marketing3.1.9.1 Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.9.2 Consumer Insight. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.1.9.3 Branding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Getting to the Prime Prospect . . . . . . . . . . . . . . . . . . . . . . . . . . . 9The Brand Defining Idea . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Lottery Branding Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.1.9.4 Advertising. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Advertising Budget and Optimal Media Mix. . . . . . . . . . . . . . . . 13Traditional Media Communication . . . . . . . . . . . . . . . . . . . . . . 17New Media Communication . . . . . . . . . . . . . . . . . . . . . . . . . . 19Owned Media: Assets/Properties Created by aBrand that Consumers Can Engage with Over and Over Again . . . 213.1.9.5 Loyalty Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 273.1.9.6 Sponsorship and Promotions (Consumer Promotions) . . . . . . . . . . . 30Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Sponsorships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Experiential Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 386 Table of Contents

3.1.9.7 Detailed Plan of Advertising Initiatives . . . . . . . . . . . . . . . . . . . . . 43Timing of Initiatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43Cost of Initiatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 433.1.9.8 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513.1.9.9 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 523.1.10 Customer Service Center – Player and Lottery Retailer3.1.10.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.10.2 NRC Support to Illinois Players, Retailers, and the Public . . . . . . . . . 33.1.10.3 Effective Service Levels. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103.1.10.4 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123.1.10.5 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133.1.11 Responsible Gaming Program3.1.11.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.11.2 Review Current Policies and Procedureswhile Initiating Research . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43.1.11.3 Retailer Training . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.1.11.4 Stakeholder Engagement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53.1.11.5 Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63.1.11.6 Improving Game Design (GAM-GaRD) . . . . . . . . . . . . . . . . . . . . . 63.1.11.7 Player ProtectionSupport to Preventing Excessive Play and Underage Play . . . . . . . . 8Prize Protection and Winner Services . . . . . . . . . . . . . . . . . . . . 11Internet Player Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.1.11.8 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.1.11.9 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123.1.12 Staffing3.1.12.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.12.2 Organizational Structure and Key Management . . . . . . . . . . . . . . . 33.1.12.3 Northstar Lottery Group Partner Organizations . . . . . . . . . . . . . . . 11GTECH Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Scientific Games . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Energy BBDO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14Table of Contents 7

3.1.12.4 Northstar Lottery Group Board of Advisors . . . . . . . . . . . . . . . . . . 153.1.12.5 Recruiting Philosophy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183.1.12.6 Management of Lottery Employees . . . . . . . . . . . . . . . . . . . . . . . 203.1.12.7 Employee Development Philosophy . . . . . . . . . . . . . . . . . . . . . . . 223.1.12.8 Five Year Staffing Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 233.1.13 Procurement3.1.13.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.13.2 Bidding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Procurement Methods. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Request for Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Invitation to Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Solicitation Issuance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Evaluation Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63.1.13.3 Selection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Award and Negotiation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73.1.13.4 Manage Vendors and Subcontractors . . . . . . . . . . . . . . . . . . . . . . 83.1.13.5 Minority-Owned Businesses, Female-Owned Businesses andBusinesses Owned by Persons with Disabilities . . . . . . . . . . . . . . . . 83.1.13.6 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.1.14 Compliance3.1.14.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.14.2 Underage and Excessive Play . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.14.3 Game Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.14.4 The Northstar Code of Ethics Policy . . . . . . . . . . . . . . . . . . . . . . . . 33.1.14.5 Accounting and Internal Controls . . . . . . . . . . . . . . . . . . . . . . . . . 43.1.14.6 Confidential Information and Records Retention . . . . . . . . . . . . . . . 53.1.14.7 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63.1.14.8 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 Table of Contents

3.1.15 Legal3.1.15.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.15.2 Legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.15.3 Collective Bargaining Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.15.4 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.1.15.5 Game Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.1.15.6 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.1.16 Transition Plan3.1.16.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23.1.16.2 Basis for the Preparation of the Plan . . . . . . . . . . . . . . . . . . . . . . . 43.1.16.3 Governance of the Transition Plan . . . . . . . . . . . . . . . . . . . . . . . . . 63.1.16.4 Transition Milestones and Master Plan . . . . . . . . . . . . . . . . . . . . . 123.1.16.5 Ramp-up Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163.1.16.6 Detailed Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17Mobilization of the Transition. . . . . . . . . . . . . . . . . . . . . . . . . . 17The Northstar Lottery Group Start-up . . . . . . . . . . . . . . . . . . . . . 20Transition Teams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Integration Teams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Actions Regarding Existing Lottery Contracts . . . . . . . . . . . . . . . . 37Fully Developed Activity Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 423.1.16.7 Process for Monitoring the Progress of the Transition Plan. . . . . . . . 423.1.16.8 Risk Management and Mitigation Actions. . . . . . . . . . . . . . . . . . . 443.1.16.9 Process for Implementing the State’s Right to Delay theScheduled Base Services Commencement Date . . . . . . . . . . . . . . . 473.2 Financial Plan4 Net Income Target5 Resumes of Key Management Team Members6 Letter of Credit or Cash DepositAppendicesTable of Contents 9

1Executive SummaryIntroductionThe State of Illinois has embarked on a course that will likely change thefundamental business model of the lottery industry in the United States.It is a bold recognition that there is an appropriate role for private sectormanagement in responsibly driving lottery sales and the subsequent returnsto good causes. The Northstar Lottery Group (the Group) is pleased tosubmit this bid for consideration as part of the Illinois Lottery PrivateManager Request for Proposal. As you will come to know, the companiesthat created the Group have been the pioneers in the lottery industry. AsIllinois unlocks the door to the potential evolution of our industry, we couldnot be more committed or prepared to help make this pioneering efforta success.Executive Summary 1 – 1

An Unprecedented PartnershipGTECH and Scientific Games International, the world’s leading providersof operations management, technology solutions, and innovative lotteryproducts, have formed an alliance to respond to the State of Illinois’ Requestfor Proposal for a Private Manager. Operating as the Northstar LotteryGroup, this unprecedented partnership between the leaders of the lotteryindustry is the best-possible scenario to help the Illinois Lottery grow itscontributions to good causes in a socially responsible manner.Figure 1 – 1:1 – 2 Executive Summary

Combined with Energy BBDO, the Group’s Chicago-based advertisingpartner and one of the world’s leading consumer marketing and advertisingcompanies, and supported by OMD, the largest single media buyerworldwide, the members of the Northstar Lottery Group have anunparalleled track record of successful lottery operations:• Collectively, the Group has a global lottery partnership market shareof more than 70 percent and a U.S. market share of more than90 percent.• Of the 14 lotteries that have achieved the highest level of certificationfor responsible gaming by the World Lottery Association (WLA), theGroup members are partnered with 13 of them. Additionally,GTECH’s Italian affiliate, Lottomatica, is one of the first Europeanlottery operators to have achieved the WLA’s highest responsiblegaming certification.• The partners are the acknowledged leaders in their respective areasof expertise. GTECH and the affiliated companies of the LottomaticaGroup form the world’s leading provider of lottery operations,technology solutions, and integration services. Scientific Games isthe world’s leading provider of instant games, gaming content, andrelated management services.• The Group members have a strong track record of working togetherto launch and relaunch some of the largest lotteries in the world.Operating as a consortium in Italy, the Group has demonstrated itssubstantial operator capabilities by relaunching and driving theinstant ticket lottery concession to become the world’s largest andmost successful, all the while aggressively conducting the world’slargest and most comprehensive responsible gaming program.• As a fully integrated operation, the Group’s structure aligns withthe innovative business model envisioned by the State of Illinois.All of the critical capabilities needed to make rapid decisions,speed implementations, guarantee quality of execution, integratecommunication, and create operational efficiency are housed withinthe organization, ensuring the lowest implementation risk andgreatest potential for immediate and long-term success.Executive Summary 1 – 3

• The Group is guided by a distinguished Advisory Board representingdiverse geographical and community interests. The board membersare:Figure 1 – 2:- Dick Devine: Partner at Meckler Bulger TilsonMarick & Pearson LLP (MBT).- Sharon Gist Gilliam: Principal, Unisom Consulting.- David Gupta: President, System DevelopmentIntegration LLC (SDI).- Karen Hasara: Former Mayor of Springfield.- Manny Sanchez: Partner at Sanchez Daniels and Hoffman LLP.- Rufus Williams: CEO, Olympus LLC.Northstar Lottery Group Commitments and CapabilitiesCommitments • Protect and energize the Lottery brand• Promote growth in a socially responsible manner by engaging alarger customer base• Focus on growth of net income in the competitive Illinois market• Leverage organizational readiness and experience• Understand the role of a Private Manager in partnership with theState and existing Illinois Lottery teamCapabilities • Experienced people with deep Illinois market understanding• Innovative products• Integrated advertising and marketing expertise• Best-in-class technology• Financial strength to invest in growth1 – 4 Executive Summary

Vision – More Players, More Fun, More ResponsibilityGrowing a lottery responsibly means attracting more players andappropriately nurturing existing players. The Northstar Lottery Group’smodel is one of sustainable development through growth of the player baseby attracting new customer groups and re-engaging with lapsed players.Responsible gaming principles will be embedded in all operationalprocesses of the Group. A comprehensive program will be put in placeto set responsible gaming goals, measure results, and report on progress.It is important to note that responsible gaming programs should not beaccepted as a reasoning to explain performance below that of comparablelotteries. We firmly believe that effective responsible gaming programs,drawn from our best practice experiences, form a bond with customers thatpromotes, not inhibits, responsible play.We also recognize that the greatest asset of any lottery is its brand.Our plan is to substantially elevate the Illinois Lottery’s brand equity witha goal of shaping its public image to reinforce and enhance the traditionalvalues of transparency, integrity, and responsibility, combined with morecontemporary goals of innovation, energy, entertainment, agility, andmarket responsiveness.Figure 1 – 3:Integrated Management: The Illinois Lottery of tomorrow, under privatemanagement, provides the flexibility and agility to promote growth.Executive Summary 1 – 5

To keep pace with the role the Internet has in our daily routines, lotteriesalso have an opportunity to evolve beyond retailing in traditional physicallocations. The interactive arena is a big part of the future for lotteries.Developing the Internet channel for traditional games, player loyalty/rewards programs, subscription services, and marketing communicationsis an important first step toward the eventual introduction of the digitalera of lotteries. The Group’s interactive management capability, deliveredthrough GTECH’s organization, is on the cutting edge and has launchedinteractive programs on behalf of major European, Canadian, andLatin American lottery customers. Our plan envisions the Illinois Lotterybecoming a leader in the interactive space, beginning with the InternetPilot Program. Again, this effort will be supported by a multifaceted suiteof responsible gaming best practices and technology solutions.Market AnalysisWe firmly believe that the Illinois Lottery, operating under the innovativemodel being proposed as part of the Private Manager initiative, has thepotential to become one of the top performing lotteries in the United Statesin terms of sales and returns per capita.That claim begs the questions, “What can you deliver that you couldn'tdeliver as the incumbent providers to the Lottery? What's changed?” Thesimple answer is that everything has changed. Under the Private Managermodel, we evolve from arms-length providers to fully integrated businesspartners with the flexibility, agility, market responsiveness, andaccountability to design and implement a growth program based on ourglobal experiences and insights.In our Business Plan, we compare the Illinois Lottery’s current performanceto two benchmarks:1. Best Peer Lotteries: Lotteries in states that are similar to Illinois interms of socio-demographic characteristics, such as Pennsylvania,Michigan, and Ohio.2. Best Practice Lotteries: Lotteries in states with high sales per capita;these include Massachusetts, Georgia, New York, andNew Jersey.1 – 6 Executive Summary

When compared with industry-accepted benchmarks, it is clear that theIllinois Lottery has substantial room to grow. Examples of growthopportunities include:• 52 percent in terms of sales per capita when compared to the BestPeer benchmark.• 115 percent in terms of sales per capita when compared to the BestPractice lottery (Georgia).• 47 percent in terms of net income per capita when compared to theBest Peer benchmark.• 85 percent in terms of net income per capita when compared to theBest Practice lottery (New York).We have identified – through the application of strategic marketing analysis,in-depth consumer research, and segmentation tools – opportunities thatmake us highly confident in our projections. Specifically, there is significantpotential for 26 percent of the Illinois adult population, or 2.5 millionpeople, to become new Lottery customers or re-engage as Lotterycustomers. By adding Non-Players who have a positive view of the Lottery,we expand this potential customer group to 47 percent of the Illinois adultpopulation, or 4.5 million people. This group is, on average, younger thanthe general population of Illinois, and we have recommended severalstrategies that have proven successful in communicating with them.Executive Summary 1 – 7

Business PlanConfidential material begins here.Confidential material ends here.This plan is robust, and built from the bottom up. It leverages our fullyintegrated structure, global lottery experience, solid quantitative analysis,and comprehensive knowledge of the current market situation andemerging market trends, and is based on the local experience of the Group.Growing the Illinois Lottery customer base is at the core of our plan.The building blocks of the plan include:• Enhanced brand equity (more players): Transform the perceptionof the Lottery image into an innovative, fun, entertaining, andmarket-responsive enterprise, while retaining its image of integrity,transparency, and responsibility. Consumer insights will be at theheart of this transformation, which will increase the player base from55 percent to 71 percent of the adult population.• Greater game innovation (more fun): Enhance and reposition thehigher-profit-margin online game portfolio. Significantly improve themenu of instant product offerings by using all of the available leversto enrich the consumer experience. Improve product delivery andretail execution to help the retailers manage and promote the gamesmore effectively.• Enhanced holistic marketing, advertising, and communication(more players): Make substantial investments during the first yearsof the plan. Implement innovative promotional practices andheighten the shoppers’ experience with attractive in-storemerchandising and world-class sales network management.• Improved retail network (more convenience): Expand the retailnetwork from 7,356 to 13,000, increasing the volume of retailers per100,000 residents from 57 to approximately 97. Develop the tradestyle mix to incorporate a broader range of shopping destinations.New retail targets included in the plan are the result of rigorousquantitative analysis and include an initiative to specifically improvesame-store performance of about 2,300 retailers currentlyperforming below potential. Priorities will be set according tonet profit potential, using the identified sales performance gap asweighted against the Lottery contribution margins of the differentgame categories.• More dynamic Internet presence (more fun/more players):Leverage new media through innovative, one-to-one marketing/communication tools and build a world-class digital community ofplayers. Beginning with the Internet Pilot Program and changing overtime as authorized by regulatory framework, the Lottery will be able1 – 8 Executive Summary

to deploy a full-fledged Internet game portfolio that further improvesits perception and level of engagement by the younger playerdemographic. Additionally, a robust player loyalty program andsubscription service will be enabled via Internet portal.• Improved operations and organization (more efficiency): Achieveoperational effectiveness and efficiency by setting up a localorganization that serves as a unique point of contact with the Lottery.We will invest in major process re-engineering to improve ordertaking, warehousing, and logistics of instant tickets. This includesdeploying a new world-class technology infrastructure. Rigorousplanning and KPI-based tracking will be put in place for monitoringboth operational efficiency and strict adherence to the higheststandards of responsible gaming within the broader framework ofour global corporate social responsibility program.• Experienced, dedicated team of highly qualified people(more integrated): Work in collaboration with the Lottery toengage in direct and open dialogue, fostering a sense of trust,transparency, and empowerment along with the flexibility toproduce optimum results.We have invested a lot of time, energy and resources into devising aninnovative, data- and consumer- driven, and executable Business Plan togrow the Illinois Lottery. Our team members have been identified and willbe led by Connie Laverty O'Connor, a 30-plus-year industry veteran whohas established a record of accomplishment with the New York and Georgialotteries. Currently Senior Vice President of Marketing at GTECH, Conniewill become CEO of Northstar Lottery Group and will be ready to go onday one to implement the plan we have proposed.We are confident that the plan we have proposed will achieve long-term,sustainable, and responsible growth for the Illinois Lottery and substantiallyimprove financial returns for good causes.It is our goal to achieve a greater than 70 percent regular playerparticipation rate for Lottery products and make Illinois a measurablebenchmark among WLA members in terms of:• Responsible gaming.• Trusted brand equity.• Innovative games and player services.• Returns to good causes.Executive Summary 1 – 9

A Sound and Robust Business Plan Will EnableResponsible Growth and Bring the Illinois Lottery intothe Top Tier of U.S. LotteriesA clear understanding of the current situation allowed us to develop a planfocused on attracting new/lapsed players. 4.5 million adults were identifiedas Lapsed/Light players or Non-players with a positive attitude towards thelottery. This segment is a prime prospect to increase the player base.About 45 percent of the identified segments of the “positive” Non-playersare between the age of 18 and 34 years old. A significant number of thebusiness levers are specifically oriented at entertaining and attracting thissegment of the Illinois population.Player base growth is a major contributor to the Business Plan results. Figure4 depicts the development of Lottery revenues by online games, instantgames, and total games. (Internet sales are included with on-line sales.)Confidential material begins here.1 – 10 Executive Summary

Confidential material ends here.Our growth outlook is strongly supported by the initiatives outlined belowand depicted in Figure 1.0.0-6.• Expanding the retailer network: The Illinois Lottery will reach bestin class retailer penetration with 13,000 locations, representingapproximately 1 retailer for every 1,026 inhabitants.• Ensuring Retailer Optimization: A particular focus will be on a subsetof current retailers (about 2,300) that – from our analysis – are notperforming consistently to their potential.• Developing instant games: In the past, instant games have beendrivers of growth, and our plan envisions a reinvigoration throughintroduction of new content and games.• Enhancing the current online game portfolio: This includes a hostof new initiatives including leveraging the multi-state gameprograms.Executive Summary 1 – 11

Confidential material begins here.Confidential material ends here.By 2016 of our Business Plan, the Illinois Lottery will reach performancelevels of best-in-class lotteries, firmly seated in the U.S. first quartile interms of sales per capita, as illustrated in Figure 7. The Lottery willaccomplish this while maintaining the highest level of integrity andresponsibility.1 – 12 Executive Summary

Confidential material begins here.Confidential material ends here.Supporting Good Causes While Protecting the PublicThe Northstar Lottery Group is pleased to have the opportunity to presentits response to the State of Illinois’ RFP for a Private Manager. It is our hopethat this submission gives you a sense of the alignment, discipline, insight,and global and local experience we bring to the challenges facing the IllinoisLottery as it enters the next phase of growth.The Northstar Lottery Group is committed to dedicating 5 percent of theGroup’s profits to support Illinois charitable causes and corporate socialresponsibility programs. It is important to note that responsible gaminginitiatives will be budgeted annually as part of the Business Plan.The plan we have proposed is comprehensive and leverages the insights,knowledge, and experience of the leaders in the lottery industry. Mostimportantly, our growth plan is based on a foundation of responsiblegaming principles and practices. Our companies are grounded in theirhistories and experiences, and in the fundamental understanding andappreciation that publicly sponsored gaming is based on supporting goodcauses while protecting the public. We are confident that the plan wepropose achieves that critical balance.Executive Summary 1 – 13

Binding Offer Form 3: Statement of Ownership - FinalistName of Finalist:Business Address:Legal Form of Finalist:FEIN:State of Incorporation or Organization:If not organized in Illinois, is Finalistauthorized to do business in Illinois?[ ]YES[ ]NOList Names and Titles of All Principal Officers and Directors:Significant Equity Owners of the Finalist:List the names, business addresses and percentage ownership interests of allPersons (individuals or entities) who own, directly or indirectly, 5% or more of thecapital stock, units, partnership or membership interests, or other equity interestsor securities of the finalist (including options, warrants and other rights to acquiresuch equity interests) (the “Significant Equity Owners”). If none, please state“NONE.” If one or more such Significant Equity Owner(s) of Finalist is an entity,then list the names and addresses of all Significant Equity Owners of such entity;if none, please state “None.” This disclosure shall be continued until names andaddresses of every Significant Equity Owners exceeding the ten percentownership criteria of each entity listed has been identified. Additional pages maybe attached.Name Address % InterestAdditional forms and certifications required by State procurement proceduresmay be required prior to signing of the PMA.17Illinois Lottery Private Manager RFP – Step 2

2Northstar Lottery Group Track RecordNorthstar Lottery Group Track Record 2 – 1

2.1Growing the Customer BaseThe Northstar Lottery Group (the Group) members have a unique trackrecord of attracting new, infrequent, and lapsed players on a global level.This includes partnering with lotteries and governments:• In retail and Internet gaming operations.• In different phases of the value chain, from a full-service operatorto a vendor provider.• In both multiple-provider (competitive) and exclusive competitive(monopoly) environments.• In a variety of gaming business segments (e.g., on-line lotteries,instant tickets, sports betting, gaming machines, Internetskill games).The long-term track record of Group members demonstratesconsistency in growing the customer base in a variety of competitiveenvironments, including:• New York Lottery: Increased instant games player penetration from49 percent to 67 percent between 1993 and 2003.• Pennsylvania State Lottery: Substantially increased playership,contributing to increase of lottery profit by more than $380 millionbetween Fiscal Year 1998 and Fiscal Year 2010.• Various environments in Italy:- Lotto: Increased player base from 6.4 million players in 1994 to33.6 million players in1999.- Gratta e Vinci: Increased player base from 4.9 million to15 million players between 2003 and 2009.- Sports betting: Attracted 2.5 million players in the first two yearsof operation.- Gaming machines: Attracted 1.5 million players in the firstfive years of operation.- Internet gaming: Attracted 720,000 active players in the firsttwo and a half years of operation.• Svenska Spel: Attracted 70,000 new active players within the firstsix weeks of poker internet operation in 2006. (This equated to nearly25 percent of the market share.)Growing the Customer Base 2.1 – 1

The following table is a graphical summary of customer-based growth.Figure 2.1 – 1:2.1 – 2 Growing the Customer Base

This success is based on a systematic and rigorous methodology designedto identify and implement growth opportunities by expanding the playerbase in a socially responsible manner. We developed this methodology byleveraging our members’ global best practices and experiences acrossmore than 100 jurisdictions. It utilizes a range of strategies across the valuechain, including:• Product innovation: Portfolio optimization and rationalization,mechanics, payout, licensing.• Retail network management: Network penetration, trade style mix,sales force management, in-store merchandising, incentive system.• Marketing: Brand equity, logo, communication, CustomerRelationship Management (CRM), one-to-one marketing, loyaltyprograms.• Enabling technologies: Terminals, digital signage, self-serviceterminals, ticket checkers, and second monitor.• Internet: Player services/rewards, subscriptions and Internetchannel sales.Confidential material begins here.Growing the Customer Base 2.1 – 3

Confidential material ends here.Case studies included in this section show how the Group’s members haveleveraged best practices, taken from around the world, to identify andattract additional consumer segments in other jurisdictions.Confidential material begins here.2.1 – 4 Growing the Customer Base

Confidential material ends here.Practices to identify and communicate with Internet users are describedin more detail Section 3.1.9, Branding and Marketing. In particular, wedescribe the different means to identify, attract, and communicate withpotential new players in order to retain them.The distribution of the channels that produced new gaming accounts,represented in the next figure, provides a concrete example and anaccurate measurement of the effectiveness of these techniques.Growing the Customer Base 2.1 – 5

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2.2Management RecordTable of Contents2.2.1 Unrivaled Leadership and Expertise . . . . . . . . . . . . . . . . . . . . . . . . .22.2.2 An Established Team: GTECH and Scientific Games Case Studies. . . .92.2.3 Lottery Reference Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .312.2.4 U.S. and International Customer ListManagement Record 2.2 – 1

2.2.1Unrivaled Leadership and ExpertiseThe members of the Northstar Lottery Group LLC (the Group) – GTECHCorporation (GTECH) and Scientific Games International (Scientific Games)– have an unmatched track record in growing lotteries both in the U.S.and internationally.Overall, as represented in the following figure, the Group has a marketshare of approximately 70 percent of the worldwide market and around90 percent in the U.S.Figure 2.2 – 1:In 2006, when GTECH joined with Lottomatica to form Lottomatica Group(Lottomatica), it did so in support of a strategy by which GTECH would bethe international platform of Lottomatica to pursue opportunities acrossthe entire spectrum of gaming activities. From serving as the licensedoperator, as we are in Italy and elsewhere, to providing a comprehensivearray of services and technology solutions, as is envisioned in Illinois, to theprovision of technology to lotteries, GTECH embodies all of the expertiseand experience of the Lottomatica Group.2.2 – 2 Management Record

In terms of ability to sustainably grow lottery sales and profit and toextend the retail network, the performance of GTECH’s Italian affiliate,Lottomatica, closely supported by Scientific Games, far exceeds any otherrelevant U.S. and European lottery. Most notably, in the 2003–2009time frame, Lottomatica has:• Increased sales and lottery profit by approximately 110 percent.This represents a compounded average growth rate of more than13 percent, well above comparable lotteries.• Increased the retail network by 60 percent, as opposed toapproximately 20 percent by the other comparable lotteries.Figure 2.2 – 2:Management Record 2.2 – 3

Figure 2.2 – 3:Figure 2.2 – 4:2.2 – 4 Management Record

The members of the Northstar Lottery Group partner with almostevery major government-sponsored lottery in the world. Collectively,we manage, operate, and/or supply solutions and services to the world’shighest performing lotteries (as measured by per capita sales and per capitanet income) to maintain and grow their large and diverse retailand player base.Our reach extends to every segment of the lottery gaming business,including traditional lottery (online and instant tickets), interactive, sportsbetting, and video lottery. Group members have:• Managed the world’s largest and most successful lotteries.• Achieved above-average growth in revenues and net income.• Achieved leadership status in developing and implementingresponsible gaming programs.• Established a successful track record in responsibly managing andsustainably growing lotteries and other games across geographies.Each member of the Group brings with it leadership in its respective area ofexpertise.The world’s leading provider of management and operational servicestechnology solutions and integration services, GTECH supplies a uniqueset of solutions and services to more than 100 customers and managesnearly 500,000 retailer terminals around the world. GTECH is supported inthis effort by its Italian affiliate company, Lottomatica, one of the world’slargest lottery operators. Lottomatica has a strong track record of success inresponsible gaming, instant tickets, Lotto, sports betting, gaming machines,and interactive gaming and is one of only two European lotteries to haveachieved the highest certification for responsible gaming conferred by theWorld Lottery Association (WLA).Scientific Games is the world’s leading instant ticket and content provider,serving 120 jurisdictions. Its six instant ticket printing plants around theglobe have a total annual capacity of 48 billion instant tickets. Since1974, Scientific Games has printed 300 billion lottery tickets for theworld’s lotteries.GTECH and Scientific Games are partnered with 13 of the 14 jurisdictionsthat have achieved the highest certification for responsible gaming fromthe WLA.Management Record 2.2 – 5

In order to create a fully aligned and integrated Private Managerorganization with the prime attributes of innovation, agility, and marketresponsiveness, the Northstar Lottery Group has partnered closely withChicago-based Energy BBDO. Energy BBDO brings specialized anddedicated talent, resources, knowledge, and experience to the IllinoisLottery. Energy BBDO created a customized solution for the needs of theIllinois Lottery called Team Energy. Energy BBDO created Team Energy bybringing together several Omnicom companies with vast lotteryexperience, including work with the Illinois Lottery and lotteries in Georgia,Iowa, California, New York; The National Lottery (U.K.); and Isralotto. Thecompanies also have experience with such consumer-driven brands asApple, Procter & Gamble, Starbucks, Wrigley’s, Mars, Pepsico, GeneralElectric, and Johnson & Johnson, all of which operate in very competitiveand rapidly changing markets.Energy BBDO is a part of BBDO Worldwide, the second largest and mostawarded creative agency in the world, and offers the marketing resourcesof affiliate companies:• Proximity: Energy BBDO’s in-house digital offering, Proximity, hasworldwide capabilities and is one of the fastest growing, mostawarded Customer Relationship Management (CRM) and digitalresources in the world.• OMD: A division of the Omnicom Media Group, OMD is the largestmedia company in the world, it has immense clout in the marketplaceand a depth of experience in every media type. In 2009, in Illinois alone,OMD purchased $88 million gross in local broadcast (TV/radio) withan additional $6 million in border markets. In addition, in 2009 OMDpurchased $38 million gross in outdoor in Illinois. OMD’s combinedlocal broadcast and Out of Home (OOH) billings in Illinois is $126million. Simply put, this translates into a more efficient advertisingspend, which cannot be matched by any other competitor.• The Integer Group: One of the nation’s largest and fastest-growingpromotional and retail marketing agencies, the Integer Group,through its large range of services, can identify and use the mostappropriate mix of disciplines for each campaign and every program.The logos presented in the following figure reflect just a few of thenational and international consumer brands that trust BBDO to help drivetheir business.2.2 – 6 Management Record

Figure 2.2 – 5:Team Energy brings to the Illinois Lottery deep and active relationships withlottery organizations across the country. BBDO is the agency of record forthe Georgia Lottery; OMD handles media planning and buying for theNew York Lottery and the Georgia Lottery; Integer works with the IowaLottery. Internationally, AMV BBDO handles the National Lottery in the U.K.,and BBDO Consulting (Israel) handles the Israel National Lottery. Weplan to leverage this knowledge base to better develop meaningful andsuccessful programs for the Illinois venture. Together we will develop andexecute an integrated marketing and communications program that willachieve success for the Illinois Lottery.GTECH’s Italian affiliate, Lottomatica, operates the most successfullottery in the world as measured by both sales volumes and revenuesto the government. Lottomatica also manages Lotto, the world’s largestresponsible gaming program and online lottery, and the world’s largestinstant lottery, Gratta e Vinci.Management Record 2.2 – 7

Lottomatica is the Italian market leader, holding concessions to operate thefollowing games:• Lotto: Launched 1994. 2009 sales = €5.5 billion (US$7.9 billion).• Gratta e Vinci: Launched 2004. 2009 sales = €9.4 billion(US$13.5 billion).• Gaming machines: Launched 2004. 2009 gross wagers = €4.0 billion(US$5.7 billion).• Horse-race and sports betting: Launched 2007. 2009 wagers =€1.1 billion (US$1.6 billion).• Interactive games: Launched 2007. 2009 wagers = €1.3 billion(US$1.9 billion), of which €1.0 billion (US$1.4 billion) is insports betting.GTECH also provides a broad range of services and solutions, bothin scale and complexity, to the most successful U.S. and internationallotteries. GTECH currently partners with more than 100 customers,which cumulatively account for more than 55 percent of worldwide lotterywagers. GTECH is not only the worldwide leader in online gaming systemsand solutions, it also manages lottery services for ONCE, in Spain, andColombia, and, through outsourcing agreements, expansive segments ofthe lottery business for the New York Lottery, the Texas LotteryCommission, and Chile, to name a few.Scientific Games is a global gaming leader dedicated to bringing acomprehensive, end-to-end portfolio of secure, high-quality,player-engaging products and services to lottery organizations the worldover. Scientific Games currently serves all 44 lottery jurisdictions in theUnited States, as well as lottery organizations in more than 50 othercountries. In 2009, the company’s instant games accounted for 82 percentof total instant lottery wagers in the United States at $24.8 billion. In China,Scientific Games partners with the China Sports Lottery in a joint operationscenter and management agreement, with an average of 41.6 million ticketsdistributed per week to 155,000 retail sales points.GTECH and Scientific Games continue to be instrumental to the success ofthe overwhelming majority of international and domestic lottery organizations.2.2 – 8 Management Record

2.2.2An Established Team: GTECH andScientific Games Case StudiesIn addition to the individual companies’ experience servicing millions ofretailers and players across the world, the Group members, GTECH andScientific Games, currently partner to manage, operate, and serviceGratta eVinci, in Italy.We are confident that our management record and performance historydemonstrate our collective and individual capabilities and confirm thatworking in close collaboration with each other, we are the innovative,agile and responsive private manager most qualified to drive sales andnet income for Illinois. We will do it while maintaining the highest levelsof integrity and responsibility.The Group has included reference letters from the directors of theCalifornia, Georgia, New York, North Carolina, Michigan, South Africa,ONCE, and Polla Chilena de Beneficencia lotteries regarding GTECH’spartnership with their respective lotteries. Please see the insert entitledReference Letters at the end of this section.Confidential material begins here.Management Record 2.2 – 9

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2.2.3Lottery Reference LettersIn support of the Northstar Lottery Group’s member managementexperience and partnership approach with worldwide lotteries, thefollowing are select reference letters.Management Record 2.2 – 31

JENNIFER M. GRANHOLMGOVERNORJuly 22,2010Srana, or MtcutceNBUREAU OF STATE LOTTERYLaNswcII'HIGAI@LOTIERYSCOTT BOWENCOMMISSIONERJaymin PatelPresident and Chief Executive OfficerGTECH Corporation'10 Memorial Blvd.Providence, Rhode lsland 02903Dear Mr. Patel:The Michigan Lottery has enjoyed a longstanding, mutually beneficial partnership with GTECHsince 1986. During if,at time the lottery has succeeded in its mission to provide revenue to fundeducation in Michigan by significantly growing the player base, establishing and sustaining atrusted lottery brand, and expanding distribution and public convenience of the lottery.During our 22-year partnership with GTECH, the lottery has doubled from a $1.2 billionorganization inio today's business which represents $2.4 billion in sales. GTECH's role in thisgr6n"tt.' has evolved far beyond the mission of providing reliable gaming system hardware andioftware. While the technologies GTECH provides are adept at handling today's massivetransaction volumes, multi-channeled brands and customer demands, it is as important toacknowledge the larger breadth of our partnership.Together we have expanded our retailer base with projects such as Club Keno recruitment, DetroitMetro Airport expansion, and the Meijer kiosk pilot. Michigan enjoys one of the best retailer toplayer ratios in the U.S. lottery industry from these efforts.Our contract allowed us the ability to expand our field sales staff with the deployment of GTECHMerchandisers. Now, for the firsi time in the Michigan Lottery's 38-year history, we are able to visit100% of our retailers with productive sales calls.As marketing partners, our organizations work collaboratively on new game concepts, diversegaming chainels and player atfinity programs. GTECH's worldwide gaming presence provides awealth of best practice information which is readily shared with our state lottery.More than anything, we value the ongoing daily partnership that has framed our 22-year successstory. While no relationship is without its challenges, the GTECH local and corporate teams haveworked seamlessly with our staff and with our other partners to help the Michigan Lottery attain itsgoals in a highly competitive marketplace. We are proud of this track record and of our continuedsuccess in generating revenue for Michigan's School Aid Fund.We appreciate GTECH for its commitment to the attainment of our goals, and look forward to ourcontinued partnership in the future.CommissionerThe Michigan Lottery suppotts K-12 public education.101 E. HILLSDALE. P.O. BOX 3OO23'LANSING' MICHIGAN 48909www.michigan.gov' (51 7) 335-5600Printed bY members of:'w*@ffi

aamsMinistry of the Economy and FinanceBoard of State MonopoliesRome, 9 JULY 2010CENTRAL OFFICEStrategies OfficeRef. no. 1994/Strategie/UDTo LOTTOMATICA S.p.AV.le del Campo Boario, 56/d00154 RomeWith reference to your request concerning the nature and arrangements of the relationswhich exist with this Board, the following is declared:“Lottomatica, directly or with companies in the group, carries out, as concessionairedelegated by the State, functions in the field of gaming which are reserved for the State.In particular, it has been the exclusive concessionaire for the lotto game since 1994.Through the National Lotteries Consortium, in which it has a majority holding, it hasmanaged the so-called “Scratch and Win” instant draw lotteries since 2004.The Consortium is led by Lottomatica Group S.p.A. with a 63% holding; ScientificGames has a 20% holding.Piazza Mastai, 11 – 00153 Rome – Tax Code 00930050588.Switchboard 06.58571 – Fax 06.58572200 – Internet Site: www.aams.itBy means of a competitive procedure, the National Lotteries Consortium re-obtainedthe concession for managing Scratch and Win last July and will therefore manage thegame until October 2018.Under its management, the fund raising of the lotteries grew from approximately 200million euros for 2003 to approximately 9.4 billion euros in 2009.In parallel, tax receipts from the gaming grew from less than 100 million euros for 2003to approximately 1.6 billion € in 2009.In addition, Lottomatica is among the operators which hold the concessions, managedaccording to a multi-provider model, for betting, gaming machines and interactivegames.The Board of State Monopolies considers the partnership with the National LotteriesConsortium mutually satisfactory”.[Round stamp: BOARD OF STATEMONOPOLIES – Central Office]THE DIRECTORAntonio Tagliaferri[Signature]

2.2.4 U.S. and International Customer ListGTECHNorth AmericaLotteryEntityGeographyContract date Entity's Role Sales Net IncomeArea Nation Start Date End Date Service provided 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009Arizona State Lottery GTECH North America Arizona Sep-06 Aug-14California State Lottery Commission GTECH North America California Oct-03 Oct-14Colorado Lottery GTECH North America Colorado Mar-95 Apr-05DC Lottery and Charitable Games ControlBoard StateGTECH North America DC Nov-99 Nov-10Florida Lottery State GTECH North America Florida Jan-05 Mar-11Georgia Lottery Corporation GTECH North America Georgia Sep-03 Sep-13Idaho Lottery State GTECH North America Idaho Feb-99 Feb-07Illinois Lottery State GTECH North America Illinois Apr-00 Oct-10Kansas Lottery State GTECH North America Kansas Jul-08 Jun-18Kentucky Lottery Corporation State GTECH North America Kentucky Apr-97 Jun-11Louisiana Lottery Corporation State GTECH North America Louisiana Jul-98 Jun-10Michigan Bureau of State Lottery GTECH North America Michigan Jan-09 Jan-15Minnesota State Lottery GTECH North America Minnesota Feb-03 Feb-16Missouri Lottery State GTECH North America Missouri Jul-05 Jun-12Primary vendor providing a full service lottery system with onlineand instant ticket management supportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlineand instant games support(2) Subcontractor providing a full service lottery system withon-line and instant games supportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlinesupportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlinesupportPrimary vendor providing a full service lottery system with onlinesupportPrimary vendor providing a full service lottery system with onlinePrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlinesupportPrimary vendor providing a full service lottery system with onlinesupport322.27 366.58 397.56 468.70 462.20 472.94 484.49 93.02 106.42 117.03 141.20 140.00 144.50 129.082,781.56 2,973.97 3,333.62 3,585.00 3,318.35 3,049.62 2,954.84 1,121.87 839.83 1,166.92 1,086.83 1,168.02 1,069.33 1,027.73391.47 401.25 416.97 468.76 455.92 505.81 493.36 105.00 102.82 105.06 124.94 119.06 122.30 119.67237.89 241.13 234.93 266.39 256.82 252.70 245.37 72.13 73.51 71.52 73.86 65.43 70.30 68.782,867.98 3,070.96 3,470.73 3,929.03 4,122.12 4,174.78 3,938.64 1,153.49 902.30 1,105.46 1,118.85 1,256.33 1,283.41 1,287.862,541.81 2,549.54 2,734.35 2,955.38 3,178.40 3,272.05 3,395.64 767.18 766.93 808.87 804.46 856.08 867.69 872.0898.17 109.32 113.50 131.13 130.53 136.85 139.65 21.96 24.39 24.19 33.70 31.50 35.34 35.281,564.95 1,687.58 1,814.35 1,964.26 1,998.97 2,057.30 2,077.17 536.08 568.15 622.21 634.49 633.76 648.46 634.67202.94 224.46 206.72 236.05 240.00 236.70 230.51 63.84 70.68 62.27 69.66 70.57 70.05 68.19673.49 725.25 707.26 742.31 744.22 778.21 765.03 198.24 175.28 158.27 191.52 194.88 192.08 204.39311.46 340.09 307.01 332.12 354.19 373.69 378.52 111.05 121.59 108.92 118.57 128.35 131.86 135.911,681.55 1,973.90 2,069.48 2,213.37 2,342.60 2,330.20 2,377.44 563.16 635.43 655.63 683.12 756.45 740.74 732.22351.82 386.92 408.00 449.71 422.61 461.52 481.25 79.40 100.71 106.16 119.29 112.35 116.27 118.25708.05 791.15 785.60 913.52 934.27 995.49 968.45 209.25 222.65 219.64 254.29 257.53 266.66 256.29Nebraska State Lottery State GTECH North America Nebraska Jul-01 Jun-11 Primary vendor providing instant games support 80.92 92.61 100.66 113.11 114.49 121.91 123.25 19.97 19.80 23.86 30.31 29.19 31.01 30.25New Jersey Lottery State GTECH North America New Jersey Oct-09 Sep-15The New Mexico Lottery Authority State GTECH North America New Mexico Jun-96 Nov-08New York Lottery State GTECH North America New York Nov-00 Jun-10North Carolina Education Lottery GTECH North America North Carolina Mar-06 Mar-17Ohio State Lottery Commission GTECH North America Ohio Aug-00 Jun-09Oregon State Lottery State GTECH North America Oregon Nov-08 Nov-15Rhode Island Lottery State GTECH North America Rhode Island Jul-03 Jun-23South Dakota GTECH North America South Dakota Aug-09 Aug-14Tennessee Education Lottery CorporationStateGTECH North America Tennessee Jan-04 Apr-15Texas Lottery Commission State GTECH North America Texas Sep-02 Aug-11Virginia Lottery State GTECH North America Virginia Oct-07 Oct-14West Virginia GTECH North America West Virginia Apr-09 Jun-14Washington Lottery State GTECH North America Washington Jul-06 Jun-12Primary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlinesupportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlinesupportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlineand instant games support; warehouse and distribution;sales forcePrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlineand instant games support2,075.50 2,188.40 2,274.36 2,406.50 2,351.28 2,539.11 2,503.27 753.98 798.36 804.42 843.39 826.05 882.06 887.21137.01 148.65 139.24 154.61 148.14 147.20 143.93 33.09 35.94 32.23 36.86 34.83 40.81 40.815,395.96 5,825.72 6,038.77 6,487.14 6,652.44 6,673.20 6,695.07 1,910.64 1,938.83 1,987.64 2,129.38 2,331.81 2,556.14 2,543.95- - - 229.53 861.67 1,048.20 1,283.43 - - - 64.59 315.37 349.31 414.932,078.25 2,154.72 2,159.13 2,220.93 2,259.40 2,325.14 2,417.68 707.95 655.61 673.71 623.86 630.11 672.18 702.29354.80 362.30 360.17 363.09 354.62 338.68 313.78 359.39 391.65 444.45 568.66 656.46 648.41 594.31238.99 249.40 241.88 261.12 244.85 241.24 238.48 219.29 281.76 308.18 324.53 321.81 355.57 344.2928.64 34.14 32.50 39.44 39.81 42.43 41.05 112.62 116.15 116.72 119.54 122.03 123.31 119.88- 427.69 844.32 927.58 984.88 990.40 1,014.94 - 127.64 234.30 277.81 284.28 286.14 280.153,130.69 3,487.92 3,662.46 3,774.69 3,774.18 3,671.48 3,720.11 967.89 1,062.92 1,056.32 1,030.39 1,097.45 1,034.88 1,062.151,135.73 1,262.36 1,333.95 1,365.33 1,362.34 1,386.41 1,365.61 375.20 408.05 423.52 454.93 437.18 455.26 430.24192.09 206.87 194.22 218.08 192.65 198.04 198.10 411.04 512.15 587.25 656.91 691.17 631.16 616.62460.36 481.44 458.13 477.89 492.59 521.10 487.72 130.09 72.56 126.64 86.97 113.73 130.29 120.39Primary vendor providing a full service lottery system with onlineWisconsin Lottery State GTECH North America Wisconsin Jul-04 Jun-13435.05 482.94 451.87 509.06 492.79 494.73 473.42 133.06 130.68 132.82 145.33 141.54 147.31 133.30and instant games supportLotteryEntityGeographyContract date Entity's Role Sales Net IncomeArea Nation Start Date End Date Service provided 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009Europe and AustralasiaLoteria National Sociedad del Estado GTECH LatAm Argentina Apr-94 Jan-10 Primary vendor providing sw support 1,677.80 2,602.70 3,425.70 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ABoldt IPLC GTECH LatAm Argentina Nov-99 Nov-09 Primary vendor providing sw support N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ALotterywestNew South Wales LotteriesSouth Australia LotteriesPrimary contractor providing hw, sw, communicationsGTECH Australia Australia Mar-98 Mar-08381.30 387.00 382.34 448.40 543.60 N/A 662.50 N/A N/A N/A N/A N/A N/A N/Aequipment replacement, training and installationGTECH Australia Australia Aug-00 Jun-12 Primary contractor providing sw and terminal maintenance 843.50 857.50 N/A 880.80 1,019.00 N/A 1,225.80 N/A N/A N/A N/A N/A N/A N/AGTECH Australia Australia Jun-99 Jun-11 Primary contractor providing sw maintenance 260.90 271.20 252.41 273.70 313.20 251.51 363.70 N/A N/A N/A N/A N/A N/A N/ALoterie Nationale Belge National GTECH Europe Belgium Jun-99 Jun-09 Primary contractor providing sw and terminal maintenance 1,247.20 1,471.40 1,330.89 1,584.30 1,724.20 1,618.38 1,626.80 N/A N/A N/A N/A N/A N/A N/AMinas Gerais GTECH LatAm Brazil Oct-94 Nov-06Santa Catarina GTECH LatAm Brazil Apr-02 Mar-06Polla Chilena GTECH LatAm Chile Sep-09 Aug-16Beijing Welfare Lottery GTECH Asia China Aug-00 Dec-15China Welfare Lottery GTECH Asia China Jan-06 Jan-16Shenzhen Welfare Lottery GTECH Asia China Jul-05 Dec-15ETESA GTECH LatAm Colombia Jan-01 Jan-11SAZKA GTECH Europe Czech Republic Oct-92 Dec-22Loto Real Del Cibai GTECH LatAm Dominican Republic Aug-09 Aug-28La Francaise des Jeux (FDJ) National GTECH Europe France Jan-03 Dec-13Primary vendor providing a full service lottery system with onlinesupportPrimary vendor providing a full service lottery system with onlinesupportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary product sale provider of central system and terminalwith a facilities management sw and hw maintenancePrimary product sale provider of central system with afacilities management sw maintenancePrimary vendor providing a full service lottery system with onlinesupportPrimary vendor providing a full service lottery system with onlinesupportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlinesupportPrimary contractor providing hw maintenance and terminalrepairsN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A118.10 152.80 N/A N/A 187.00 184.95 197.80 N/A N/A N/A N/A N/A N/A N/AN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AN/A 2,731.30 5,013.56 5,764.60 6,840.70 8,552.04 10,819.40 N/A N/A N/A N/A N/A N/A N/AN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A313.70 296.00 296.49 373.70 413.60 413.20 442.90 N/A N/A N/A N/A N/A N/A N/AN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A9,809.40 11,666.00 10,565.83 12,507.40 13,706.70 12,973.77 14,328.60 N/A N/A N/A N/A N/A N/A N/ASächsische LOTTO-GmbH Leipzig State GTECH Europe Germany Apr-05 Dec-12 Primary contractor providing sw and hw maintenance 383.70 N/A 356.28 394.20 421.80 355.40 395.10 N/A N/A N/A N/A N/A N/A N/ALotterie-Treuhandgesellschaft mbHThüringenStateWestdeutsche Lotterie GmbH and Co. KG(Westlotto)Primary contractor providing sw, hw, and terminalGTECH Europe Germany Dec-04 Dec-11754.70 875.90 217.15 N/A 879.10 N/A N/A N/A N/A N/A N/A N/A N/A N/AmaintenanceGTECH Europe Germany Oct-03 Aug-10 Primary contractor providing sw maintenance 2,355.00 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AGhana GTECH Africa Ghana TBA TBAIn negotiations with another partner to continue with Footballpools and Sports bettingN/A 33.70 44.86 57.60 88.40 67.49 N/A N/A N/A N/A N/A N/A N/A N/A1

2.2.4 U.S. and International Customer ListGTECHLotteryEntityGeographyContract date Entity's Role Sales Net IncomeArea Nation Start Date End Date Service provided 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009Primary vendor providing a full service lottery system with onlineFundacion Pediatricia Guatemalteca GTECH LatAm Guatemala Jul-06 Dec-07N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AsupportAn Post Nat'l Lottery Company GTECH Europe Ireland Jan-03 Dec-11Mifal Hapais(Israel National Lottery)GTECH Asia Israel Oct-01 Oct-10Supreme Ventures Limited GTECH LatAm Jamaica Nov-00 Jan-16Primary vendor providing a full service lottery system with onlineand instant games supportPrimary contractor providing hw and sw maintenance andhotlinePrimary vendor providing a full service lottery system with onlineand instant games support703.40 787.80 730.13 896.60 1,146.60 N/A 1,168.20 N/A N/A N/A N/A N/A N/A N/A693.70 702.90 718.55 827.70 941.70 N/A 1,095.70 N/A N/A N/A N/A N/A N/A N/AN/A N/A N/A 213.60 N/A 250.16 291.70 N/A N/A N/A N/A N/A N/A N/ALILHCo/Latin America GTECH LatAm LILHCo May-04 Varied Operator providing full service lottery management N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ALoterie Nationale GTECH Europe Luxembourg Jun-01 Oct-12Pronosticos Para La Assistencia Publica GTECH LatAm Mexico Sep-05 Sep-12La Societe de Gestion de la LoterieNationale and La Marocaine des Jeux etLes SportsDe Lotto-Stichting de NationaleSporttotalisatorNationalGTECH Africa Morocco Apr-00 Aug-10GTECH Europe Netherlands Sep-99 Jan-09National Sports Lottery GTECH Africa Nigeria Dec-08 Dec-16Primary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary contractor providing sw maintenance and operationssupportPrimary vendor providing a full service lottery system with onlinesupport61.30 69.40 81.20 133.30 149.00 N/A N/A N/A N/A N/A N/A N/A N/A N/AN/A N/A 416.82 N/A N/A 560.16 N/A N/A N/A N/A N/A N/A N/A N/A151.20 93.40 39.06 93.20 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A347.90 N/A N/A N/A 392.50 N/A 477.80 N/A N/A N/A N/A N/A N/A N/AN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ATotalizator Sportowy GTECH Europe Poland Jun-01 Nov-11Santa Casa da Misericordia de Lisboa(SCML)NationalGTECH Europe Portugal Jun-01 May-09Loteria Electronica de Puerto Rico GTECH LatAm Puerto Rico Mar-99 Mar-05Singapore Pools (Private), Ltd.ProvincialPrimary vendor providing a full service lottery system with onlineand instant games supportPrimary contractor providing field service, hw, and swmaintenancePrimary vendor providing a full service lottery system with onlinesupport650.60 836.20 736.92 794.30 N/A 1,172.32 1,125.60 N/A N/A N/A N/A N/A N/A N/A1,009.90 1,382.70 1,814.96 2,184.20 2,007.90 N/A 1,974.80 N/A N/A N/A N/A N/A N/A N/AN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AGTECH Asia Singapore Jun-08 May-13 Primary contractor providing sw maintenance N/A 3,005.00 N/A 3,714.20 4,054.40 4,274.44 4,237.90 N/A N/A N/A N/A N/A N/A N/ATipos, National Lottery Company, a.s. GTECH Europe Slovak Republic Mar-96 Aug-13National Lottery GTECH Africa South Africa Jul-99 Apr-07L'Entitat Autonoma de Jocs I Apostes de laGeneralitat de CatalunyaOrganization Nacional de CiegosEspanoles (ONCE)NationalSistemas Técnicos de Loterías del Estado(STL)ProvincialGTECH Europe Spain Apr-04 Oct-05Primary vendor providing a full service lottery system with onlineand instant games supportPrimary equity shareholder serving as a supplier of a fullservice lottery system with on-line support.Primary vendor providing a full service lottery system with onlineand instant games support83.60 101.00 108.82 122.00 207.90 258.11 437.50 N/A N/A N/A N/A N/A N/A N/A632.60 759.40 709.22 620.60 114.60 N/A 571.00 N/A N/A N/A N/A N/A N/A N/A110.00 123.60 104.08 120.50 214.30 322.15 368.40 N/A N/A N/A N/A N/A N/A N/AGTECH Europe Spain May-03 May-09 Primary contractor providing sw maintenance 2,895.90 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AGTECH Europe Spain Jun-07 Jun-09Primary subcontractor providing terminal repair andmaintenanceN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/APrimary vendor providing a full service lottery system with onlineMahapola Higher Education Scholarship GTECH Asia Sri Lanka Jun-04 Jun-14N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/Aand instant games supportLa Société de la Loterie de la SuisseRomande (LoRo)GTECH Europe Switzerland Jul-05 Jun-11 Primary contractor providing hw and sw maintenance 422.20 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ATaiwan Sports Lottery Company GTECH Asia Taiwan May-08 Dec-13Government Lottery Office GTECH Asia Thailand Jul-05 Sep-16National Lotteries Control Board GTECH LatAm Trinidad & Tobago Sep-06 Sep-11Turkish National Lottery GTECH Europe Turkey Feb-96 Nov-10Ukrainian National Lottery GTECH Europe Ukraine Apr-05 Mar-13The National Lottery GTECH Europe United Kingdom Jan-09 Jan-19Primary vendor providing a full service lottery system with onlinesupport to a joint venturePrimary vendor providing a full service lottery system with onlinesupport to a joint venturePrimary vendor providing a full service lottery system with onlineand instant games supportPrimary vendor providing a full service lottery system with onlinesupportPrimary product sale of central system and terminals. Wesupply sw maintenancePrimary vendor providing a full service lottery system with onlinesupport2,342.90 2,657.70 2,234.14 2,137.10 1,972.80 2,231.06 2,215.20 N/A N/A N/A N/A N/A N/A N/A873.70 1,972.00 2,068.10 N/A 1,483.30 N/A N/A N/A N/A N/A N/A N/A N/A N/AN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A541.40 867.10 922.25 781.90 1,037.20 N/A N/A N/A N/A N/A N/A N/A N/A N/A16.00 17.60 26.30 35.70 31.80 24.60 24.70 N/A N/A N/A N/A N/A N/A N/A8,174.10 9,120.20 N/A 9,836.60 9,640.80 N/A 8,498.60 N/A N/A N/A N/A N/A N/A N/AUSD $ in millionsNote: American lotteries' data based on fiscal year; All other jurisdictions based on calendar year* N/A: At time of printing, data was not available from La Fluers2

2.2.4 U.S. and International Customer ListUnited StatesLotteryEntityScientific GamesGeographyContract date Entity's Role FY Sales Net Income (includes VLT profit)Area Nation Start Date End Date Service provided 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009Arizona SGI Arizona U.S. Jan-03 Feb-15 Primary vendor - Instant ticket printing $159.24 $183.30 $219.65 $249.80 $261.00 $252.45 $278.90 $93.02 $106.42 $117.03 $141.20 $140.00 $144.50 $129.08Arkansas SGI Arkansas U.S. Aug-09 Aug-16 Primary vendor - Instant, CSP & marketing servicesCalifornia SGI California U.S. Jul-05 Jun-14 Primary vendor - Instant & marketing services $1,211.72 $1,311.50 $1,736.79 $1,929.60 $1,824.40 $1,551.05 $1,615.40 $1,121.87 $839.83 $1,166.92 $1,086.83 $1,168.02 $1,069.33 $1,027.73Colorado SGI Colorado U.S. Jan-06 Nov-10 Primary vendor - Instant ticket printing $254.26 $260.90 $282.74 $293.80 $297.10 $336.04 $328.30 $105.00 $102.82 $105.06 $124.94 $119.06 $122.30 $119.67Connecticut SGI Connecticut U.S. Aug-02 Aug-11 Secondary vendor - Instant & marketing services $530.69 $558.00 $592.27 $587.60 $594.90 $618.97 $610.00 $257.06 $280.91 $268.54 $284.81 $278.33 $283.56 $282.90Delaware SGI Delaware U.S. Nov-05 Aug-10 Primary vendor - Instant, CSP & marketing services $22.34 $25.00 $28.70 $31.40 $33.10 $35.58 $36.50 $272.22 $283.92 $301.56 $310.95 $331.04 $319.84 $311.84D.C. SGI D.C. U.S. Aug-05 Nov-11 Primary vendor - Instant, CSP & marketing services $36.90 $38.90 $36.11 $39.00 $40.60 $45.02 $45.00 $72.13 $73.51 $71.52 $73.86 $65.43 $70.30 $68.78Florida SGI Florida U.S. Apr-97 Sep-14 Primary vendor - Instant, CSP & marketing services $1,073.86 $1,424.30 $1,844.62 $2,200.90 $2,356.60 $2,368.78 $2,064.20 $1,153.49 $902.30 $1,105.46 $1,118.85 $1,256.33 $1,283.41 $1,287.86Georgia SGI Georgia U.S. Sep-03 Sep-13 Primary vendor - Instant, CSP & marketing services $1,333.59 $1,556.70 $1,653.13 $2,054.60 $2,321.10 $2,157.60 $2,511.10 $767.18 $766.93 $808.87 $804.46 $856.08 $867.69 $872.08Idaho SGI Idaho U.S. Aug-07 Aug-12 Primary vendor - Instant ticket printing $61.05 $68.60 $77.75 $81.00 $83.20 $84.39 $88.50 $21.96 $24.39 $24.19 $33.70 $31.50 $35.34 $35.28Illinois SGI Illinois U.S. Dec-05 Dec-10 Primary vendor - Instant & marketing services $677.26 $780.50 $878.83 $999.50 $1,061.70 $1,093.61 $1,137.90 $536.08 $568.15 $622.21 $634.49 $633.76 $648.46 $634.67Indiana SGI Indiana U.S. Jan-02 Dec-12 Primary vendor - Instant & marketing services $386.17 $422.10 $470.41 $506.00 $509.00 $525.92 $473.80 $175.60 $199.32 $189.04 $218.08 $215.98 $217.07 $178.93Iowa SGI Iowa U.S. Jan-05 Dec-10 Primary vendor - Instant ticket printing $84.94 $95.20 $103.26 $106.20 $125.00 $137.92 $136.30 $47.43 $55.41 $52.03 $82.31 $58.74 $56.55 $60.55Kansas SGI Kansas U.S. Aug-08 Sep-13 Primary vendor - Instant ticket printing $79.42 $95.50 $93.28 $114.60 $126.20 $125.60 $126.30 $63.84 $70.68 $62.27 $69.66 $70.57 $70.05 $68.19Kentucky SGI Kentucky U.S. Sep-02 Jun-11 Primary vendor - Instant & marketing services $319.95 $357.00 $385.13 $404.90 $439.60 $470.94 $504.10 $198.24 $175.28 $158.27 $191.52 $194.88 $192.08 $204.39Louisiana SGI Louisiana U.S. Feb-05 Oct-10 Primary vendor - Instant ticket printing $102.55 $111.40 $104.10 $118.90 $134.70 $132.05 $141.40 $111.05 $121.59 $108.92 $118.57 $128.35 $131.86 $135.91Maine SGI Maine U.S. Jul-01 Jun-11 Primary vendor - Instant, CSP & marketing services $124.93 $148.60 $151.88 $164.90 $169.50 $165.36 $153.50 $40.25 $42.53 $50.14 $52.02 $51.44 $52.35 $50.57Maryland SGI Maryland U.S. Jul-06 Jun-13 Secondary vendor - Instant ticket printing $316.66 $355.00 $390.97 $415.90 $425.10 $513.86 $507.10 $438.50 $458.37 $478.40 $482.64 $481.28 $529.40 $493.21Massachusetts SGI Massachusetts U.S. Aug-04 Jun-12 Primary vendor - Instant & marketing services $2,885.05 $2,977.70 $3,135.42 $3,124.20 $3,066.40 $3,341.49 $3,069.30 $889.49 $912.01 $936.13 $951.24 $894.20 $935.03 $859.41Minnesota SGI Minnesota U.S. Mar-05 May-14 Primary vendor - Instant & marketing services $210.90 $215.70 $253.40 $267.80 $260.80 $297.97 $324.90 $79.40 $100.71 $106.16 $119.29 $112.35 $116.27 $118.25Missouri SGI Missouri U.S. Apr-01 Jun-11 Primary vendor - Instant ticket printing $393.98 $434.00 $467.33 $551.90 $590.90 $638.53 $635.90 $209.25 $222.65 $219.64 $254.29 $257.53 $266.66 $256.29Montana SGI Montana U.S. Aug-08 Aug-13 Primary vendor - Instant ticket printing $10.13 $10.40 $10.54 $11.20 $12.40 $12.84 $13.20 $7.45 $8.12 $6.22 $9.11 $11.42 $11.03 $10.13Nebraska SGI Nebraska U.S. May-01 Jun-11 Primary vendor - Instant ticket printing $40.45 $46.30 $56.51 $56.50 $59.60 $63.64 $64.60 $19.97 $19.80 $23.86 $30.31 $29.19 $31.01 $30.25New Hampshire SGI New Hampshire U.S. Jun-06 Jun-12 Primary vendor - Instant ticket printing $150.94 $157.10 $161.36 $176.50 $188.20 $183.99 $170.20 $66.57 $74.10 $69.35 $80.33 $78.91 $75.55 $68.15New Jersey SGI New Jersey U.S. Nov-01 Jun-11 Secondary vendor - Instant & marketing services $901.19 $973.60 $1,066.13 $1,141.70 $1,193.10 $1,284.04 $1,270.60 $753.98 $798.36 $804.42 $843.39 $826.05 $882.06 $887.21New Mexico SGI New Mexico U.S. Mar-03 Mar-14 Primary vendor - Instant & marketing services $80.25 $87.00 $90.84 $89.40 $91.40 $86.59 $80.60 $33.09 $35.94 $32.23 $36.86 $34.83 $40.81 $40.81New York SGI New York U.S. Jul-06 Jul-11 Primary vendor - Instant ticket printing $2,388.73 $2,747.00 $3,005.59 $3,197.70 $3,518.00 $3,594.01 $3,666.10 $1,910.64 $1,938.83 $1,987.64 $2,129.38 $2,331.81 $2,556.14 $2,543.95North Carolina SGI North Carolina U.S. Jan-06 Jan-17 Subcontract with GTECH for instant ticket printing N/A N/A N/A $198.50 $494.30 $606.15 $798.70 N/A N/A N/A $64.59 $315.37 $349.31 $414.93Ohio SGI Ohio U.S. Jul-07 Jun-11 Primary vendor - Instant & marketing services $1,114.99 $1,200.56 $1,217.20 $1,272.60 $1,355.30 $1,364.82 $1,347.90 $707.95 $655.61 $673.71 $623.86 $630.11 $672.18 $702.29Oklahoma SGI Oklahoma U.S. Aug-05 Aug-11 Primary vendor - Instant, CSP & marketing services N/A N/A N/A $126.40 $98.10 $87.34 $77.90 N/A N/A N/A $69.64 $76.62 $71.61 $69.73Oregon SGI Oregon U.S. May-05 Jun-13 Primary vendor - Instant ticket printing $133.10 $132.70 $133.24 $127.30 $127.60 $124.70 $112.10 $359.39 $391.65 $444.45 $568.66 $656.46 $648.41 $594.31Pennsylvania SGI Pennsylvania U.S. Dec-03 Jul-12 Primary vendor - Instant, CSP & marketing services $796.60 $989.20 $1,301.81 $1,587.80 $1,703.50 $1,706.85 $1,757.70 $796.54 $817.25 $851.80 $992.36 $949.07 $928.05 $910.48Rhode Island SGI Rhode Island U.S. Jul-07 Jun-11 Primary vendor - Instant ticket printing $75.79 $76.50 $75.60 $84.00 $79.40 $81.56 $82.30 $219.29 $281.76 $308.18 $324.53 $321.81 $355.57 $344.29South Carolina SGI South Carolina U.S. Oct-06 Sep-13 Primary vendor - Instant, CSP & marketing services $426.31 $537.30 $578.84 $696.50 $617.50 $622.86 $648.80 $219.29 $290.13 $277.50 $318.86 $277.11 $265.29 $261.52South Dakota SGI South Dakota U.S. Oct-05 Aug-10 Primary vendor - Instant & marketing services $13.28 $15.20 $16.15 $18.20 $18.40 $20.68 $20.50 $112.62 $116.15 $116.72 $119.54 $122.03 $123.31 $119.88Tennessee SGI Tennessee U.S. Jan-04 Apr-15 Primary vendor - Instant, CSP & marketing services N/A $361.90 $538.35 $696.20 $771.10 $721.42 $768.90 N/A $127.64 $234.30 $277.81 $284.28 $286.14 $280.15Texas SGI Texas U.S. Sep-04 Aug-11 Primary vendor - Instant & marketing services $2,129.80 $2,293.50 $2,705.41 $2,866.60 $2,857.50 $2,783.84 $2,791.50 $967.89 $1,062.92 $1,056.32 $1,030.39 $1,097.45 $1,034.88 $1,062.15Vermont SGI Vermont U.S. Feb-06 Jan-12 Primary vendor - Instant & marketing services $67.04 $69.20 $71.21 $79.70 $78.70 $77.34 $73.80 $16.22 $19.92 $20.88 $22.54 $23.52 $22.72 $21.10Virginia SGI Virginia U.S. Jun-04 Jun-11 Primary vendor - Instant, CSP & marketing services $543.45 $630.90 $679.56 $689.30 $698.30 $694.90 $690.40 $375.20 $408.05 $423.52 $454.93 $437.18 $455.26 $430.24Washington SGI Washington U.S. Mar-06 Mar-14 Primary vendor - Instant & marketing services $241.89 $278.00 $294.67 $305.50 $325.20 $330.52 $307.00 $130.09 $72.56 $126.64 $86.97 $113.73 $130.29 $120.39West Virginia SGI West Virginia U.S. Feb-06 Jan-11 Primary vendor - Instant & marketing services $105.40 $109.80 $111.86 $119.10 $106.50 $110.86 $113.90 $411.04 $512.15 $587.25 $656.91 $691.17 $631.16 $616.62Wisconsin SGI Wisconsin U.S. Jul-04 Oct-11 Primary vendor - Instant & marketing services $245.16 $266.60 $263.04 $280.30 $279.80 $284.26 $271.80 $133.06 $130.68 $132.82 $145.33 $141.54 $147.31 $133.303

Latin AmericaLotteryEntity2.2.4 U.S. and International Customer ListScientific GamesGeographyContract date Entity's Role FY Sales Net Income (includes VLT profit)Area Nation Start Date End Date Service provided 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009Provoloto SGLA Mexico DF Mexico Apr-08 Dec-11 Primary vendor - Instant ticket printing N/A N/A $1,094.99 $479.12 $77.15 $567.12 $780.36 N/A N/A N/A N/A N/A N/A N/AAISA (Fundación Sólo por Ayudar) SGLA Mexico DF Mexico Sep-09 Sep-10 Primary vendor - Instant ticket printing N/A N/A N/A N/A N/A N/A $709.71 N/A N/A N/A N/A N/A N/A N/AMiloto SGLA Mexico DF Mexico Jan-09 Jan-11 Primary vendor - Instant ticket printing N/A N/A N/A N/A $58.34 $267.21 $132.57 N/A N/A N/A N/A N/A N/A N/APegasica SGLA Mexico DF Mexico Under Negotiations Primary vendor - Instant ticket printing N/A N/A N/A N/A N/A $159.83 $51.86 N/A N/A N/A N/A N/A N/A N/AD'Trivia SGLA Mexico DF Mexico Mar-09 Mar-11 Primary vendor - Instant ticket printing N/A N/A N/A N/A N/A N/A $139.85 N/A N/A N/A N/A N/A N/A N/APolla Chilena de Beneficencia SGLA Chile Chile Jun-10Jun-11 (automatic annualrenewal)Secondary Vendor - Instant ticket printing N/A N/A N/A $208.00 $439.00 $363.00 $142.00 N/A N/A N/A N/A N/A N/A N/ABanco de Quinielas SGLA Uruguay Uruguay Sep-07Sep-08 (automatic annualrenewal)Primary Vendor - Instant ticket printing N/A N/A N/A N/A N/A $326.00 $109.00 N/A N/A N/A N/A N/A N/A N/ACustom Plastic SGLA Jamaica Jamaica Dec-09Dec-10 (automatic annualrenewal)Primary Vendor - Fanfolded phone cards N/A N/A N/A N/A N/A N/A $219.00 N/A N/A N/A N/A N/A N/A N/ALoteria de Concepcion SGLA Chile Chile Jun-10 Jun-13 Primary vendor - Instant ticket printing N/A N/A $755.32 $1,417.41 $1,254.44 $829.67 $53.77 N/A N/A N/A N/A N/A N/A N/ALoteria Nacional de Guayaquil SGLA Ecuador Ecuador Dec-09 Dec-10 Primary vendor - Instant ticket printing N/A N/A $4,336.10 $4,574.46 $4,695.36 $4,816.30 $2,775.80 N/A N/A N/A N/A N/A N/A N/AJunta de Protección Social SGLA San José Costa Rica Mar-09 Mar-10 Primary vendor - Instant ticket printing N/A N/A $7.39 N/A N/A N/A $285.24 N/A N/A N/A N/A N/A N/A N/ADynamite SGLA Buenos Aires Argentina Dec-08 Dec-09 (under negotiations) Primary vendor - Instant ticket printing N/A N/A N/A $150.19 $377.15 $380.09 $99.10 N/A N/A N/A N/A N/A N/A N/ATelecel SGLA Sta Cruz Bolivia Feb-08 Under Negotiations Primary Vendor - Fanfolded phone cards N/A N/A N/A $257.83 $198.81 $390.47 $243.06 N/A N/A N/A N/A N/A N/A N/ANuevatel SGLA Sta Cruz Bolivia Sep-09 Under Negotiations Primary Vendor - Fanfolded phone cards N/A N/A N/A N/A N/A N/A $148.27 N/A N/A N/A N/A N/A N/A N/ALoteria Nacional Nicaragua SGLA Managua Nicaragua Aug-07 Dec-09 Primary vendor - Instant ticket printing N/A N/A $319.02 $96.99 $85.45 $228.56 $268.64 N/A N/A N/A N/A N/A N/A N/ALoteria Nacional de Beneficencia SGLA San Salvador El Salvador Mar-06 Dec-10 Primary vendor - Instant ticket printing N/A N/A $165.29 $432.15 $878.64 $833.50 $643.08 N/A N/A N/A N/A N/A N/A N/ALotteryEntityGeographyContract date Entity's Role FY Sales Net Income (includes VLT profit)Area Nation Start Date End Date Service provided 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009AustralasiaNew South Wales SGPA NSW Australia Jun-08 Jun-10 Exclusive instant ticket printing contract $185.90 $179.30 $180.50 $162.90 $148.80 $152.20 $157.90 $55.77 $53.79 $54.15 $48.87 $44.64 $45.66 $47.37Tatts Group SGPA Various Australia Dec-09 Dec-10 Exclusive instant ticket printing contract $78.30 $83.30 $79.10 $77.50 $76.90 $235.00 $248.70 $25.84 $27.49 $26.10 $25.58 $25.38 $77.55 $82.07South Australia Lotteries SGPA Sth Aust Australia Dec-08 Dec-11 Exclusive instant ticket printing contract $39.90 $39.80 $40.30 $38.40 $37.20 $39.90 $38.70 $13.17 $13.13 $13.30 $12.67 $12.28 $13.17 $12.77Intralot (Aust) SGPA Vic Australia Jun-10 Jun-12 Exclusive instant ticket printing contract $0.00 $0.00 $0.00 $0.00 $0.00 $50.00 $50.40 $0.00 $0.00 $0.00 $0.00 $0.00 $15.00 $15.12Lotterywest SGPA WA Australia Dec-05 in Bid Exclusive instant ticket printing contract $78.60 $81.80 $82.00 $83.40 $97.30 $103.80 $101.70 $25.94 $26.99 $27.06 $27.52 $32.11 $34.25 $33.56New Zealand Lotteries SGPA NZ New Zealand Jun-10 Jun-12 Exclusive instant ticket printing contract $81.60 $85.50 $84.90 $86.70 $87.00 $89.00 $88.00 $31.01 $32.49 $32.26 $32.95 $33.06 $33.82 $33.44Singapore SGPA Sing. Singapore Jan-10 Jan-12 Primary vendor - Instant ticket printing $95.00 $160.00 $0.00 $0.00 $0.00 $100.00 $93.00 $36.10 $60.80 $0.00 $0.00 $0.00 $38.00 $35.34Philippines SGPA Philip. Philippines Jul-09 Jul-10 Exclusive instant ticket printing contract $0.00 $0.00 $0.00 $0.00 $0.00 $11.10 $24.30 $0.00 $0.00 $0.00 $0.00 $0.00 $4.77 $10.45LotteryEntityGeographyContract date Entity's Role FY Sales Net Income (includes VLT profit)Area Nation Start Date End Date Service provided 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009CanadaAtlantic Lottery CorporationSGWWNewBrunswickCanada 08/2005 7/2012 Primary vendor - Instant ticket printing N/A $172.86 $156.28 $173.30 $169.38 $161.09 $160.52 N/A $434.72 $460.26 $426.93 $412.17 $403.19 N/ABC Lottery Corporation N/A BC Canada game by game N/A Secondary vendor - Bingo Paper ticket printing N/A $185.26 $171.52 $185.54 $169.68 $165.32 $158.33 N/A $300.51 $296.97 $286.30 $294.77 $273.69 $265.32Loto-Quebec SGI Quebec Canada 2/2007 1/2014 Primary vendor - Instant ticket printing N/A $562.14 $564.30 $568.79 $504.97 $539.64 $535.69 N/A $1,351.72 $1,431.31 $1,473.92 $1,295.91 $1,239.00 $1,246.82Loto-Quebec SGI Quebec Canada 2/2010 1/2017 Primary vendor - Hybrid/Passive ticket printing N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AOntario Lottery and GamingCorporationSGI Ontario Canada 5/2002 Under Negotiations Secondary vendor - Instant ticket printing N/A $576.08 $588.03 $587.94 $708.11 $792.64 $883.13 N/A $707.20 $742.94 $794.03 $797.60 $744.08 $812.03LotteryEntityGeographyContract date Entity's Role FY Sales Net Income (includes VLT profit)Area Nation Start Date End Date Service provided 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009EuropeOsterreichische Lotterien N/A Vienna AUSTRIA Prices reviewed annually N/A Instant Lottery Tickets N/A $221.10 $172.32 $180.69 $218.31 $216.01 $216.30 N/A N/A N/A N/A N/A N/A N/AEdificio Solmar, 18 AndarN/APontaDelgadaAZORES game by game N/A Instant Games and Related Services N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ALoterie Nationale de Belgique SGPC Brussels BELGIUM 2007 2011 Instant Lottery Tickets N/A $327.86 $260.70 $287.79 $334.12 $312.44 $297.77 N/A N/A N/A N/A N/A N/A N/AGAMESTAR, a.s. N/A Praha CZECH REPUBLIC game by game N/A Instant Lottery Tickets N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ASAZKA a.s. SGPC Praha CZECH REPUBLIC 1998 2012 Instant Games and Related Services N/A $13.55 N/A $9.26 $15.29 $11.10 $11.84 N/A N/A N/A N/A N/A N/A N/ADanske Spil AS SGI Denmark DENMARK 01/2009 2012 Instant Lottery Tickets N/A N/A $132.93 $142.15 $185.76 $171.76 $174.54 N/A N/A N/A N/A N/A N/A N/AEesti Loto N/A Estonia ESTONIA game by game N/A Instant Lottery Tickets $2.61 N/A N/A N/A $6.85 $6.40 $6.32 N/A N/A N/A N/A N/A N/A N/AFortuuna Loto N/A Tartu ESTONIA game by game N/A Instant Games and Related Services N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AOy Veikkaus OY SGPC Finland FINLAND 03/2010 2014 Instant Games and Related Services N/A $200.35 $162.12 $187.33 $220.99 $212.76 $230.73 N/A N/A N/A N/A N/A N/A N/ALa Français des Jeux SGI France FRANCE 01/2008 2013 Instant Lottery Tickets N/A $4,688.70 $4,115.85 $4,475.46 $4,990.60 $5,987.02 $5,420.58 N/A N/A N/A N/A N/A N/A N/ABremer Toto und Lotto GmbH N/A Bremen GERMANY game by game N/A Instant Lottery Tickets N/A $1.48 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ALand Brandenburg Lotto GmbH SGA Postdam GERMANY game by game N/A Ticket Games and Marketing Services N/A $7.19 $5.21 $5.28 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ALotterie Hessen SGD Wiesbaden GERMANY 03/2006 2/2011Tickets, design, distribution, Tel-Sell, marketingservicesN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ALotterie Thüringen N/A Suhl GERMANY game by game N/A Instant Lottery Tickets N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ALotto Rheinland-Pfalz GmbH SGD Koblenz GERMANY 02/2008 01/2013Tickets, design, distribution, Tel-Sell, marketingservicesN/A $7.89 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ALotto und Toto Mecklenburg-VorpommenN/A Rostock GERMANY game by game N/A Instant Lottery Tickets N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A4

LotteryLotto-Toto SachsenScientific GamesGeographyContract date Entity's Role FY Sales Net Income (includes VLT profit)EntityArea Nation Start Date End Date Service provided 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009SGD Magdeburg GERMANY 01/2008 06/2011Tickets, design, distribution, Tel-Sell, marketingN/A $12.04 $9.00 $9.76 $7.78 $7.48 $8.79 N/A N/A N/A N/A N/A N/A N/AservicesNordwest Lotto und Toto Hamburg N/A Hamburg GERMANY game by game N/A Instant Lottery Tickets N/A $4.20 N/A N/A $3.24 $2.40 N/A N/A N/A N/A N/A N/A N/A N/ANordwest Lotto Schleswig-Holstein N/A Kiel GERMANY game by game N/A Instant Games and Marketing Services N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ASaarland Sporttoto GmbH N/A Saarbrücken GERMANY game by game N/A Instant Lottery Tickets $6.40 $4.92 $4.35 $6.57 $5.19 $5.51 N/A N/A N/A N/A N/A N/A N/ASächsische Lotto N/A Leipzig GERMANY game by game N/ATickets, design, distribution, Tel-Sell, marketingservices2.2.4 U.S. and International Customer List$9.15 N/A $7.34 $7.79 $8.54 $7.61 $10.61 N/A N/A N/A N/A N/A N/A N/AStaatliche Lotterieverwaltung N/A Munich GERMANY game by game N/A Instant Lottery Tickets $4.60 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AStaatliche Toto-Lotto GmbH BadenTickets, design, distribution, Tel-Sell, marketingSGD Stuttgart GERMANY 08/2009 07/2014WürtembergservicesN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AToto-Lotto Niedersachsen SGD Hannover GERMANY 03/2006 02/2011Tickets, design, distribution, Tel-Sell, marketingservicesN/A $13.68 N/A $15.35 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AWestdeutsche Lotterie GmbH N/A Munster GERMANY game by game N/A Instant Lottery Tickets N/A $61.03 N/A $56.77 $57.44 N/A N/A N/A N/A N/A N/A N/A N/A N/AInstant Lottery S.A. N/A Athens GREECE game by game N/A Instant Games and Related Services N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ASzerencsájaték zrt SGH Hungary HUNGARY game by game N/A Instant Games and Related Services N/A $41.67 $52.19 $72.59 $84.25 $87.33 $87.30 N/A N/A N/A N/A N/A N/A N/AHappdraetti Haskola Islands(University of Iceland Lottery)N/A Reykjavik ICELAND game by game N/A Instant Games N/A $1.64 $1.61 $1.38 $1.47 $0.69 $0.82 N/A N/A N/A N/A N/A N/A N/AAn Post National Lottery Company SGI DublinREPUBLIC OFIRELAND01/2005 1/2012 Instant Games and Related Services N/A $218.51 $190.22 $207.79 $235.51 $239.80 $234.47 N/A N/A N/A N/A N/A N/A N/ARehab Lotteries N/A DublinREPUBLIC OFIRELANDgame by game N/A Instant Lottery Tickets N/A $10.23 $8.88 $9.24 $11.78 $9.87 $8.60 N/A N/A N/A N/A N/A N/A N/AOlifeja UAB SGI Vilnius LITHUANIA 6/2001 7/2005Cooperative Services including Instant Games andRelated Sales and Marketing ServicesN/A $0.78 $1.25 $2.14 $2.72 $3.56 $3.25 N/A N/A N/A N/A N/A N/A N/AAmministrazione Del Monopoli DiStratoSGI Rome ITALY 1/2004 05/2010 Instant Games and Related Services N/A $718.83 $1,767.27 $5,121.44 $11,585.83 $12,938.23 $13,520.81 N/A $204.88 $519.73 $1,289.32 $2,437.19 $2,548.89 $2,616.43Loterie Nationale N/A Strassen LUXEMBOURG game by game N/A Instant Games and Related Services N/A $30.84 $27.07 $25.75 $28.91 N/A N/A N/A N/A N/A N/A N/A N/A N/ALotarija NA Makedonija N/A Skopje MACEDONIA game by game N/A Instant Games and Related Services N/A $0.93 $1.15 $2.12 $2.48 N/A N/A N/A N/A N/A N/A N/A N/A N/AMaltco Lotteries Limited N/A Malta MALTA game by game N/A Instant Lottery Tickets N/A $2.06 $1.86 $1.62 $1.53 $2.66 $2.31 N/A N/A N/A N/A N/A N/A N/APublic Lotto N/A Floriana MALTA game by game N/A Instant Games and Related Services N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ADe Lotto Laan van Hoornwijck 55SGI Rijswijk NETHERLANDS 12/2010 2014Tickets, design, distribution, Tel-Sell, marketingN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/AservicesStichting De Nationale Instant Loterij N/A Den Haag NETHERLANDS game by game N/A Instant Games and Related Services N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ANorsk Tipping AS SGI Norway NORWAY 02/2006 2011 Instant Lottery Scratch Tickets N/A $169.08 $130.20 $122.19 $160.43 $130.48 $168.25 N/A N/A N/A N/A N/A N/A N/ARingen Forlag AS N/A Oslo NORWAY game by game N/A Instant Games and Related Services N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/APGS SP ZO. O N/A Warsaw POLAND game by game N/A Instant Games and Related Services N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ATotalizator Sportowy Sp. Zo. O N/A Warsaw POLAND game by game N/A Instant Games and Related Services N/A $36.76 $20.92 $19.27 $19.27 $63.33 $80.79 N/A N/A N/A N/A N/A N/A N/ALa Pacifique des Jeux SGPC Tahiti POLYNESIA 03/2010 2013 Instant Lottery Tickets N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ASanta Casa Da Misericordia DeLisboaSGPC Portugal PORTUGAL 01/2010 2012 Instant Games and Related Services N/A $61.23 $44.17 $57.05 $67.20 $67.71 $78.00 N/A N/A N/A N/A N/A N/A N/ATIPOS AS SGI Slovakia SLOVAKIA 7/2005 unlimited Instant Games and Related Services N/A $12.58 $9.20 $18.11 $20.68 $20.61 $22.14 N/A N/A N/A N/A N/A N/A N/ASportna Loterija D.D SGI Ljubljana SLOVENIA game by game N/A Instant Games and Related Services N/A $9.27 $5.31 $3.19 $4.13 $4.29 $4.32 N/A N/A N/A N/A N/A N/A N/AO.N.C.E. SGPC Madrid SPAIN 1/2010 2013 Instant Lottery Tickets N/A N/A N/A $250.15 $383.89 $275.10 $218.02 N/A N/A N/A N/A N/A N/A N/AFolkspel AB SGPC Sweden SWEDEN game by game N/A Instant Lottery Tickets N/A $620.64 $480.09 $559.93 $619.81 $495.33 $528.40 N/A N/A N/A N/A N/A N/A N/AIOGT_NTO Lotterier SGPC MöIndal SWEDEN 05/2001 2004 automatic yearly renewal Instant Lottery Tickets N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ALoterie Romande N/A Lausanne SWITZERLAND game by game N/A Instant Games and Related Services N/A $194.58 $174.45 $191.24 $203.14 $214.76 $222.46 N/A N/A N/A N/A N/A N/A N/ASwisslos N/A Basel SWITZERLAND game by game N/A Instant Lottery Tickets N/A $341.39 $288.33 $301.94 $319.81 $337.24 $354.33 N/A N/A N/A N/A N/A N/A N/ATelefortuna Ltd SG Honsel Kiev UKRAINE game by game N/A Instant Games and Related Services N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/ACamelot Group Plc. SGI Watford UNITED KINGDOM 02/2009 02/2019 Scratch Card Supply N/A $1,370.16 $1,448.00 $1,757.34 $2,118.95 $1,519.56 $1,854.07 N/A N/A N/A N/A N/A N/A N/AUSD $ in millionsNote: American lotteries' data based on fiscal year; All other jurisdictions based on calendar year* N/A: At time of printing, data was not available from La Fluers5

2.2.4 U.S. and International Customer ListLottomaticaLotteryEntityGeographyContract date Entity's Role Sales Net IncomeArea Nation Start Date End Date Service provided 2003 2004 2005 2006 2007 2008 2009 2003 2004 2005 2006 2007 2008 2009Lotto - Italia Lottomatica Europe Italy Jun-94 Jun-16 Full Service Operator 9,902.66 9,462.07 13,846.05 9,657.73 9,703.13 8,708.11 8,387.10 3,087.43 2,134.00 5,826.66 3,201.36 2,885.78 2,463.27 2,243.10Gratta e Vinci - Italy Lottomatica Europe Italy Jun 04 Sept-19 Full Service Operator N/A 718.83 1,767.27 5,121.44 11,585.83 12,938.23 13,520.81 N/A 204.88 519.73 1,289.32 2,437.19 2,548.89 2,616.43Horse race and sport betting Lottomatica Europe Italy Aug-07 Jul-16 Full Service Operator N/A N/A N/A N/A 715.83 1,047.41 1,576.52 N/A N/A N/A N/A 48.33 80.53 86.62Interactive games Lottomatica Europe Italy Aug-07 Jul-16 Full Service Operator N/A N/A N/A N/A 9.82 432.31 1,854.56 N/A N/A N/A N/A 0.29 12.97 52.46Gaming machines Lottomatica Europe Italy Oct-04 May-19 Full Service Operator N/A 88.59 609.15 887.17 2,266.95 4,729.64 5,690.93 N/A 11.16 76.75 111.78 285.64 595.94 717.06USD $ in millionsNote: American lotteries' data based on fiscal year; All other jurisdictions based on calendar year* N/A: At time of printing, data was not available from La Fluers6

3.1Final Business PlanTable of Contents3.1.1 Vision and Approach3.1.2 Situation Analysis and Market Assessment3.1.3 Technology3.1.4 Online Product Innovation3.1.5 Instant Product Innovation3.1.6 Logistics3.1.7 Lottery Retailers3.1.8 Second Chance Drawing3.1.9 Branding and Marketing3.1.10 Customer Service Center – Player and Lottery Retailer3.1.11 Responsible Gaming Program3.1.12 Staffing3.1.13 Procurement3.1.14 Compliance3.1.15 Legal3.1.16 Transition PlanFinal Business Plan 3.1 – 1

Binding Offer Form 4: Final Business PlanApproach to Final Business PlanNorthstar Lottery Group has organized the Final Business Plan inaccordance with the directions provided on page 18 of the Request forProposal, Step 2, and consistent with Schedule 2.1 of the PMA. Northstarhas provided detailed information regarding strategy and activities byreferencing prior experience, specific insights concerning the Illinois marketand action initiatives to be jointly undertaken by the Northstar LotteryGroup and the Department of Lottery. Each operational responsibility hasa clear objective and an expected outcome.3.1 – 2 Final Business Plan

3.1.1Vision and ApproachThe Northstar Lottery Group (the Group) is prepared to serve as a long-termpartner to the Illinois Lottery and the Department of Revenue as theLottery’s Private Manager. The Group will devote its energy, resources,and talents to helping the Lottery deliver the greatest value to Illinoiscitizens through:• Increasing net proceeds to fund education and the capital works program.• Enhancing the entertainment value of the lottery experience.• Attracting new adult consumer play.• Reinforcing social responsibility policies that:- Protect and respect Illinois Lottery players, retailers, andthe community.- Safeguard, maintain, and grow the Lottery brand.- Include standards of professionalism and integrity for thoseaffiliated with the Lottery.• Cultivating a positive, rewarding work environment for Departmentof Revenue employees under the Employees Use Agreement (EUA)as well as for current and future partners of the Department ofRevenue and the Illinois Lottery.We firmly believe that the plan we have developed for the Illinois Lotteryhas the highest probability of success and the lowest business risk.Just one example that illustrates the unmatched value we offer the Lotterylies in the optimal speed with which we can execute the Transition Plan andshared vision reflected in the ramp-up period leading to base servicescommencement. Our business plan focuses on sustainable developmentthat is achievable through expanding your customer base using strategiesthat include attracting new consumer targets.In addition, we will assist you by completely re-evaluating the Lottery brand.Through our unique, integrated approach, the brand’s equity will beenhanced. If selected as the Private Manager, we will immediately useour assets and expertise to reinvigorate the Lottery’s public image andfoster transparency, integrity, and responsibility while adding innovation,energy, agility, and market responsiveness. Furthermore, by leveraging ourdistinctive skills and experience, we will use the Internet channel as a firststep in introducing the digital era of lotteries and helping the Illinois Lotterybecome the leading U.S. lottery in the interactive arena.Vision and Approach 3.1.1 – 1

Our lottery management and advertising expertise and our innovativemarketing tools and methodologies will enable our vision. Theimplementation of this vision will be facilitated by the availability ofcutting-edge technologies to the Group. We believe that the technologicalsolutions we propose, made possible through the fully integrated group,will be key to achieving the convergence of media and distribution channelswhich will drive the next wave of industry development.To demonstrate accountability, we will monitor the implementation andfulfillment of our vision throughout the contract term using key performanceindicators, which, apart from the financial indicators described in theFinancial Plan, will let us, together, measure success against mutuallyagreed upon objectives.The Northstar Lottery Group understands that the Illinois Lottery’s ultimategoal is to maximize returns to good causes while maintaining the highestlevels of integrity and responsibility. We believe that full alignment betweenthe Lottery and the Private Manager is a pre-requisite to achieving this goal.Our mission will be to attract as many people as possible to enjoy the lotteryexperience in a responsible manner while efficiently operating to optimizereturns for the Lottery and its good causes.In support of this mission, we will build the Lottery’s brand equity aroundfour principles:1. Strengthening the Player Base: Our sales growth strategy will focuson having a large number of people spend smaller amounts of money,rather than having just a few people spend large amounts of money.This approach will lead to greater, long term, sustainable growth andmaximize the return on marketing investments.2. Reinforcing Responsible Gaming: Lottery is a product of trust.A lottery brand based on the principles of reliability and playerprotection is most appealing to consumers. We will instituteprocesses with the Lottery that balance sales development andconsumer protection.3. Fostering Innovation: Using the Group’s worldwide experience,we will introduce several innovations founded on industry bestpractices. Creative but proven solutions will be implemented interms of products, marketing, retailers, and technology.4. Exercising Agility and Market Responsiveness: Lottery andentertainment markets are evolving quickly (e.g., consumers arechanging their purchasing patterns and alternative gaming optionsare creating competition), requiring lotteries to develop strongmarketing capabilities that respond to market dynamics. Ourbusiness plan and integrated organization are designed to round outthis market-oriented approach which will leverage our considerablecapabilities and our staff members’ many talents.3.1.1 – 2 Vision and Approach

Strategy implementation will be based on the following building blocks:• Market Knowledge: Through applying industry-leading marketingtools and capabilities (comprehensive market research that includesholding focus groups and performing quantitative analysis, etc.), wewill continuously analyze consumer behavior and trends to increaseLottery penetration and identify new customers.• Product Diversity: We will introduce new game features andproducts based on successful implementations in other domestic andinternational jurisdictions, all supported by a structured productdevelopment process that will:- Maximize revenue generation for the Lottery (i.e., minimizingcannibalization of other products).- Fully align with the Lottery’s activities.- Incorporate responsible gaming principles from the beginningstages of game design.• Brand Optimization: We have created an extensive marketingcommunications program that will:- Renew the Lottery’s image by instilling a sense of innovation.- Increase Lottery awareness by utilizing an optimal mix oftraditional and new communications, promotions, and trademarketing initiatives.• Retail Network: We believe this is one of the most relevant areasof business and revenue development for the Illinois Lottery and willinvest a great deal of effort and resources to working on:- Increasing Illinois Lottery retailer penetration that is in linewith industry best practices. To do so, we will use our rigorousmethodology that targets the best potential retailer locations forreaching lottery customers.- Optimizing sales per retailer by applying a mix of trade initiativesand management processes based on profitable initiativesimplemented in other U.S. jurisdictions.• Organization: We have built an organization that links the Group’scapabilities with that of top-class providers and professionals (e.g.,marketing and media companies). World-class competencies will befully integrated into a single organization. This “bundled” approachis an exclusive feature of our proposal and is the most effective wayto generate value for the Lottery. Our organizational structure will:- Promote sharing of the knowledge and experience of the Groupand its partners to identify the best solutions.- Allow for quick and proper strategy implementation throughcoordinating business functions.- Minimize operational risks.- Enable more effective and efficient operations.We have identified an experienced CEO and are prepared to execute onour plans and initiatives today.Vision and Approach 3.1.1 – 3

3.1.2Situation Analysis and Market AssessmentTable of Contents3.1.2.1 Potential for Growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.2.2 Market Research Evidence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Market Research Types and Services. . . . . . . . . . . . . . . . . . . . . . 6Illinois-Specific Market Research . . . . . . . . . . . . . . . . . . . . . . . . 10Findings from Market Research. . . . . . . . . . . . . . . . . . . . . . . . . 143.1.2.3 Identifying Select Consumer Segments . . . . . . . . . . . . . . . . . . . . . .173.1.2.4 Situation Analysis of Major Business Levers . . . . . . . . . . . . . . . . . .18Online Games . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18Instant Tickets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20Advertising. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Retailer Network . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Same-Store Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Internet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Operating Processes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Situation Analysis and Market Assessment 3.1.2 – 1

3.1.2.1Potential for GrowthCurrently the eleventh-largest domestic lottery as measured by total sales,the Illinois Lottery is one of the most established lotteries in the U.S.Utilizing a balanced product mix, the Lottery sells its products through abroad retailer network with the highest density of self-service lotterydispensing machines in the country. In addition, demographics indicate thatIllinois represents a favorable market for selling Illinois Lottery games.Among U.S. states, Illinois has:• The fifth-largest population (12.9 million people).• The third-largest city (Chicago, with a metro population of9.5 million people).• The fifth-largest Gross Domestic Product (GDP).• A statewide average annual household income of more than$56,000 to rank Illinois sixteenth.Moreover, the Lottery occupies a strong competitive position in the Illinoisgaming market as Illinois consumer spending on lottery continues tooutpace spending at casinos and on other forms of gaming entertainment.The Lottery also enjoys broad brand recognition across the state due to itsstrong commitment to integrity, transparency, and use of effectivemarketing programs.During Fiscal Year (FY) 2010, the Lottery generated approximately$2.2 billion in total sales and approximately $657 million in net transfersto the Common School Fund and capital projects. Product sales are splitbetween online games (46 percent) and instant games (54 percent). Witha 4.25 percent average sales growth rate between 2000 and 2009, theLottery has realized relatively consistent growth in recent years as illustratedin the following figure.3.1.2 – 2 Situation Analysis and Market Assessment

Figure 3.1.2 – 1:Two significant observations are reflected in the numbers above:1. Instant games accounting for more than 88 percent of absolutegrowth between 2000 and 2009. (Instant product sales grew at anaverage rate of 8.21 percent while online sales grew at 0.94 percent.)2. Overall growth has moderated recently. Between 2005 and 2009,average instant ticket sales growth was 5.25 percent and online salesgrowth was 0.53 percent.In addition, in FY2010, all games except Lotto, Little Lotto, and MegaMillions generated higher sales than those of the previous year, thoughcombined sales of Mega Millions and Powerball were substantially higherthan Mega Millions alone in FY2009. Given the fact that instant tickets,which are characterized by higher payouts and thus typically generate lessprofit, drove most of the growth, the lottery profit trend has been less thanthe lottery sales trend, as shown in the following figure.Situation Analysis and Market Assessment 3.1.2 – 3

Figure 3.1.2 – 2:Moreover, between 2000 and 2009, net income, as a percent of sales, wasreduced from 35.7 percent to 30.6 percent. Consequently, between 2000and 2009, the Lottery’s average net income grew 2.0 percent annually, aslower growth rate than the 4.25 percent average sales growth for the sametime period. Furthermore, in 2009, the Lottery’s net profit was $12 millionless than in FY2008, although profits did rebound in FY2010.Several factors suggest that the Lottery has untapped growth potential andthat gross profit will improve dramatically under partnership with theNorthstar Lottery Group. When benchmarking the Illinois Lottery’s percapita performance against peer and other best practice lotteries in theU.S., we identify a significant upside for the Illinois Lottery:• A 52 percent gap exists between the Illinois Lottery and itshighest-performing peer Lottery (the Pennsylvania Lottery) in termsof sales per capita. The gap between the net revenue of the twolotteries is 47 percent.• A 115 percent gap exists between the Illinois Lottery and thesecond-highest performing U.S. lottery (the Georgia Lottery) in termsof sales per capita. In terms of net income per capita, the gap versusthe New York Lottery is 85 percent.3.1.2 – 4 Situation Analysis and Market Assessment

Figure 3.1.2 – 3:By establishing the private manager contractual partnership framework,the State of Illinois has cleared the way for the Lottery to take full advantageof new growth opportunities. Implementing a full spectrum of providersand services enables the Group to provide the Lottery with considerablygreater flexibility and additional resources to optimize processes, products,and services.Situation Analysis and Market Assessment 3.1.2 – 5

3.1.2.2Market Research EvidenceConsumer insights are at the heart of every analysis to identify marketpotential and provide a solid foundation for business planning. To ensurethat our preliminary Business Plan reflected the most accurate knowledgeof consumers, Northstar Lottery Group members invested substantially inIllinois-specific market research.Confidential material begins here.sConfidential material ends here.3.1.2 – 6 Situation Analysis and Market Assessment

Market Research Types and ServicesThe Northstar Lottery Group offers the Illinois Lottery access to the fullyintegrated consumer insight and market research staffs of Energy BBDO,GTECH, and Scientific Games, combining the expertise on which the Lotterycurrently relies into a streamlined, single point of contact. This newarrangement will allow tight coordination of all research activities and theapplication of our joint expertise to apply research findings to the fullspectrum of Lottery business opportunities.We will blend the following five types of research into our annual marketresearch plan:Confidential material begins here.Situation Analysis and Market Assessment 3.1.2 – 7

3.1.2 – 8 Situation Analysis and Market Assessment

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3.1.2 – 10 Situation Analysis and Market Assessment

Situation Analysis and Market Assessment 3.1.2 – 11

3.1.2 – 12 Situation Analysis and Market Assessment

Confidential material ends here.Situation Analysis and Market Assessment 3.1.2 – 13

Our research not only reflects a large number of studies and a largevolume of consumer opinions, but also encompasses a wide variety ofresearch methodologies, which combine to paint a detailed picture ofthe Illinois consumer.Findings from Market ResearchThe insights gleaned from research have allowed us to identify unmetmarket needs and isolate consumer segments (non players, light players,lapsed players) that can either become involved with Lottery games for thefirst time or become more involved than previously. Research insights willenable us to establish effective programs that attract more Illinois adultsto Illinois Lottery products.Confidential material begins here.3.1.2 – 14 Situation Analysis and Market Assessment

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Confidential material ends here.3.1.2 – 16 Situation Analysis and Market Assessment

3.1.2.3Identifying Select Consumer SegmentsIn preparing the Business Plan, the Northstar Lottery Group conductedseveral market research studies and reviewed several customer definitionactivities prepared by Team Energy, including a study of the Lottery’scustomer segmentation analysis to identify prime prospect segments. As aresult of this exercise, the Group identified the “Positive Light/LapsedPlayer” group, which:Confidential material begins here.Situation Analysis and Market Assessment 3.1.2 – 17

Confidential material ends here.3.1.2.4Situation Analysis of Major Business LeversAssessing the current situation and different phases of the Prime Prospectdefinition allowed the Group to identify the major constraints that haveprevented the Illinois Lottery from recognizing its full potential.Confidential material begins here.Confidential material ends here.Section 3.1.9, Branding and Marketing, describes the process we use tocombine Prime Prospect values with Lottery brand values into an appealing“Brand Defining Idea.”3.1.2 – 18 Situation Analysis and Market Assessment

Online GamesThe Lottery has invested significant effort in managing its game portfolio.The following charts show the quartile ranking of Illinois Lottery games byper capita weekly sales.Figure 3.1.2 – 7:Little Lotto is a solid first-quartile performer, though it did have diminishingsales in FY2010. The other online games all fall at least within the secondquartile. We see good potential, however, for growing the customer baseand overall profits in the online product portfolio. The online portfolio canbe made more profitable by:Confidential material begins here.Situation Analysis and Market Assessment 3.1.2 – 19

Confidential material ends here.Instant TicketsThe Lottery has been very effective at developing the instant ticket categoryand has invested substantial effort to building a strong instant gameportfolio and achieving extremely rapid portfolio replenishment. TheNorthstar Lottery Group has identified opportunities for reaching fullpotential in this product category that include looking at:Confidential material begins here.Confidential material ends here.3.1.2 – 20 Situation Analysis and Market Assessment

The following figure shows weekly instant sales per capita by jurisdictionfor 2009.Figure 3.1.2 – 8:Situation Analysis and Market Assessment 3.1.2 – 21

AdvertisingA per-capita advertising spending analysis shows that Illinois is spendingsignificantly less than its peer states, which may be preventing theLottery from taking advantage of the revenue opportunity offered bythe state’s demography.Confidential material begins here.Confidential material ends here.3.1.2 – 22 Situation Analysis and Market Assessment

Retailer NetworkAnother constraint that prevented the Lottery from reaching its full salespotential is its retailer network penetration level:• The Illinois retailer network is 20 percent less penetrated comparedto the U.S. average. This disparity is even greater when compared tothe highest performing U.S. lotteries as shown in the following figure.Figure 3.1.2 – 10:Situation Analysis and Market Assessment 3.1.2 – 23

In addition, the trade style mix is not optimal in Illinois; many tradestyles with good sales potential are underrepresented as shown in thefollowing figure.Figure 3.1.2 – 11:Same-Store PerformanceA significant number of current retailers are not reaching potential becauseof insufficient in-store merchandising and difficulty with providing sales staffincentive programs. The Group has performed detailed analyses for eachIllinois Lottery retailer, comparing their sales potential to actualperformance. Please refer to Section 3.1.7, Lottery Retailers, for additionalinformation on same-store performance.3.1.2 – 24 Situation Analysis and Market Assessment

InternetTo address the perception of many Illinois citizens that the Lottery brandis old-fashioned, not cool, and “for my parents,” the Group will useconsumer insights discovered through research to guide a comprehensive,Internet-based Lottery development program.We plan to reverse the current perception by using interactivecommunications within the boundaries of the current Internet pilotprogram, including:• Adding Internet-specific features to the current jackpotgame portfolio.• Implementing a series of innovative digital marketing communicationpractices, such as player rewards and loyalty programs.Operating ProcessesWith a fully integrated sales, marketing, advertising, retail, operations, andtechnology offering, the Private Manager will have significantly moreflexibility to reengineer key processes which include those in the areas of:• Recruitment of new retailers.• Technology upgrade of Central Gaming System, communicationsnetwork, selling technology (e.g. terminals) and businessintelligence/reporting systems.• Sales network training and management.• In-store merchandising.• Instant ticket ordering, warehousing, and distribution.• Game launch coordination with marketing communications.The execution of such activities can lead to greater Lottery operatingefficiencies, both in terms of lower costs and greater implementation speed,and ultimately Net Income to the State.Situation Analysis and Market Assessment 3.1.2 – 25

3.1.3TechnologyTable of Contents3.1.3.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33.1.3.2 Conversion Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3Conversion Strategy/Rollout . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Organizing, Planning and Monitoring the Conversion . . . . . . . . . . .11Detailed Transition Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16Retailer and Staff Training . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25Management Record of System Conversions. . . . . . . . . . . . . . . . 253.1.3.3 Proven Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31Central Gaming System Overview . . . . . . . . . . . . . . . . . . . . . . 31Flexibility of the System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33State-of-the-Art Robustness, Integrity and Availability. . . . . . . . . . . . .34Quantitative Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40System Management and Monitoring. . . . . . . . . . . . . . . . . . . . . .41Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42Testing and Certification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46A Strategic Component of the Technological Infrastructure . . . . . . . .46Proven Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46Advanced Management and Reporting Processes and Tools. . . . . . .51In-Store Enabling Technology. . . . . . . . . . . . . . . . . . . . . . . . . . 52Altura ® GT1200 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53Altura GT1200 Compact . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63Compact Validation Terminal (CVT+) . . . . . . . . . . . . . . . . . . . . . .65Peripherals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .66Instant Ticket Distribution Machines . . . . . . . . . . . . . . . . . . . . . . .67Technology 3.1.3 – 1

3.1.3.4 Internet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74Websites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74GTECH G2: Interactive Lottery Gaming . . . . . . . . . . . . . . . . . . . 75Renaissance Card: Future-Proofing the Lottery . . . . . . . . . . . . . . . 763.1.3.5 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 793.1.3.6 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 803.1.3 – 2 Technology

3.1.3.1IntroductionThe Northstar Lottery Group (the Group) views technology as a keyenabler for business development, as technology:• Drives players experience and convenience.• Enables expansion to Internet channels.• Supports increasing retailer penetration and retailers’ levelof satisfaction.• Allows high availability and level of services that are significantparameters for generating sustainable growth.• Provides robustness and security.The Group combines the assets, capabilities, and management record ofthe two international leading providers of technology services and solutionsto many WLA members.These unique capabilities have allowed us to develop an evolution strategyfor the systems and infrastructure for the Illinois Lottery. The Group’sstrategy will support what is needed in a quantum leap to upgrade IllinoisLottery infrastructure to the world’s state-of-the-art technology, thuseliminating one of the constraints that, until now, has prevented the Lotteryfrom taking full advantage of its market potential.This section describes the strategies that we have developed for theconversion of the technological infrastructure, and the characteristics ofthe systems, processes, equipment and tools we will leverage for the benefitof the Illinois Lottery.3.1.3.2Conversion StrategyConversion Strategy/RolloutA conversion that changes the communications network, retailer devicesand central system at the same time requires expert planning, management,and execution, which GTECH can provide operating as part of the Group.With our assistance the Illinois Lottery has already experiencedseveral conversions:• 1989 – Initial System Deployment.• 1992 – Added Instant Tickets.• 2001 – Converted Online System.Technology 3.1.3 – 3

Moreover, we can provide the following to the Illinois Lottery:• A proven strategy that brings the Lottery the least amount of risk byconverting major components (communications, terminals) well inadvance of Go Live.• Activity of Go Live day happens behind the scenes, in the datacenters, while selling and playing at the retailer sites continues.• Retailer-focused strategy precludes the need for non-sellingterminals to take up space on crowded counter tops.• Strategy combines with new technology to ensure that tickets fromall current games can be validated no matter the terminal or centralsystem from which they were purchased.• Know-how to convert large amounts of data related to the IllinoisLottery's billion-dollar, on-line system and active instant tickets.• Demonstrated and proven use of parallel processing after dataconversion to ensure 100 percent accuracy of data on the new system.The job of converting the Lottery’s gaming system, retailer terminals andperipherals, and communications network requires expert coordination andmanagement of logistics, developing and overseeing a project transitionplan with literally thousands of individual tasks, and assigning resourceswith the highest level of requisite skill needed to successfully complete theproject. The project will be completed with no disruption to the Lottery’sretailers or their ability to sell Lottery products.Description of Proposed Conversion MethodOur first step is to develop a new terminal application, that allows the newterminal to work with the existing central system. The new terminals andcommunications networks will be rolled out incrementally, swapping outthe old for the new, and only the central system will be left to be convertedon the Go Live day. While we convert the current retailers, the Group willbegin the implementation process of adding new retailers throughoutthe state.This strategy will significantly reduce risk at Go Live by installing andbringing major components, such as communications devices and retailerterminals, into production as soon as they are installed. We have used asimilar strategy successfully to convert the Illinois Lottery terminals andother jurisdictions that are Illinois-size and larger, i.e., New York, Californiaand Texas. The following figure depicts how the conversion of retailerequipment will work.3.1.3 – 4 Technology

Figure 3.1.3 – 1:With this strategy:• The Lottery’s terminals and the new communications network willbe rolled out to its retailers, gradually and in tandem, beginning inFebruary 2011.• New terminals will be installed and connected to your existing centralsystem and function immediately on the newly installedcommunications devices.• Retailer training schedules will be coordinated with the terminalinstallation schedules to ensure that retailers and clerks will betrained in the days and weeks – not months – in advance of theirterminal installation.• Most important, retailers will not be inconvenienced with multiple(non-selling) terminals on their counter tops.Our past experience in Illinois clearly shows we can provide this type ofconversion. It will bring significant benefits during the conversion period,most notably in terms of the minimized level of risk and the opportunity itbrings for continuous sales and revenue-generating activity.Our strategy also means that new retailers can be added, and changes ofownership can be handled, without delay and without any blackout days.Technology 3.1.3 – 5

Management Record of Successful ConversionsThe following figure provides a list of lotteries that have entrusted GTECH’sconversion experience since 2001, a successful strategy similar to what isproposed for Illinois.Figure 3.1.3 – 2:U.S. Lotteries Converted by GTECH Using the Proposed StrategyCustomer Retailers Conversion DateNew York 16,600 2010New Jersey* 6,000 2010Michigan 10,500 2009Oregon 3,100 2008Kansas 1,800 2008Arizona 2,600 2006Washington 3,800 2006Missouri 4,300 2005Wisconsin 3,200 2004California 19,700 2004Minnesota 3,300 2003Georgia 7,800 2003Louisiana 2,804 2002New York 15,000 2002Texas 16,250 2002Illinois 7,397 2001Ohio 7,233 2001* Terminal and Network conversion complete. Central system conversionanticipated on 10/2/2010.The following figure describes in greater detail the benefits of using theproposed strategy.3.1.3 – 6 Technology

Figure 3.1.3 – 3:Benefits of Proposed StrategyProposed Conversion StrategyDescription • Current terminals are removed from retail locations and replaced withnew terminals, which communicate with the existing central systemimmediately upon installation and well in advance of the Go Live date.Only the central system is replaced on the Go Live dateRisk Reduction • Virtually eliminates the risk of disruption to daily sales, inconvenienceto retailers, and loss of retailer and player loyalty• Reduces risk because retailers begin selling with new, easy-to-usetechnology upon installation and before central system cutover• Lowers risk due to the gradual changing of major gaming systemcomponents without interrupting sales, playing opportunities,or revenues• Prevents a rushed terminal installation that ends right at the timeof conversion• Prevents separate installation and testing cycles for communicationsdevices and terminals• Prevents there being a new terminal that cannot “go live” andtherefore cannot sell tickets upon installation because it is built tocommunicate only with the new central systems• Prevents a conversion schedule that requires dark hours (or days!) toachieve conversion of all major componentsMajor Benefits • Terminal installation and training are coordinated and convenientfor retailers• A “ramped-up” conversion enables immediate live testing of terminalsand communications equipment, with immediate identification andproblem resolution. There’s no need to search the whole network for aproblem source on conversion day• Converted data is completely accurate through parallel processingprior to conversion• Retailers have experience using the new terminals beginning morethan six months in advance of the conversion date• The conversion to the new central system is a non-event – it’s invisibleto retailers and players• All winning tickets, whether sold from the old or the new terminal, canbe validated on either terminalRetailer • No retailer counter clutter or disruption because there is no need for asecond, non-selling terminal at retail locations for months and no retailerintervention required to “swap” the terminals on the Go Live day• Convenient and effective training and improved retailer satisfactionbased on hands-on learning, ensuring each retailer masters thenew device• Retailers immediately begin using new terminals following installation,which is coordinated to occur shortly after their training, putting newskills into immediate actionTechnology 3.1.3 – 7

Proposed Conversion StrategyCentral System • Conversion of millions of transactions and billions of dollars worthof instant tickets is done over several weeks leading up to theGo Live date• Conversion to the new central system is transparent to retailers andplayers with no system downtime• Parallel processing allows for the new software and converted data tobe “exercised” daily alongside the old, through multiple invoiceperiods, to ensure qualityNetwork • New terminals operate on the new network, which will have beeninstalled at retailer locations in tandem with terminal installations.Functionality of both is verified through transactional activity beforethe installer leaves the retailer locationStrategy that Brings Benefits to All: The proposed strategy provides benefits inevery area of the conversion project. Best of all, there is no need toinconvenience retailers or interrupt play.Proposed Strategy vs. Big BangThe following figure provides a snapshot of the two conversion strategies– the one proposed by us and the Big Bang-type strategy that will likely beproposed by other vendors.Figure 3.1.3 – 4:Snapshot of Conversion StrategiesStrategyOur StrategyBig BangDescriptionOur proposed conversion strategy is an implementation model in whichour first develops a new terminal application to work with the existingcentral system. The new terminals and communications networks arerolled out incrementally, swapping out the old for the new, and thenconverting the central system later during the deliveryAn alternate conversion strategy is an implementation model in whichnew terminals are installed in an offline (non-selling) mode in retaillocations. The new terminals, communications network, and centralsystem are converted all at once, overnight, on the scheduled Go Livedate, after which the old terminals are removed from the retailer sites.Operation of the existing system continues as communicationsequipment and terminal installations are performedClear Distinction between Strategies: When compared side by side, theconversion strategy proposed by GTECH, which has been used successfully inIllinois in past conversions, is the one best suited to the needs of the Lottery, itsretailers, and players.3.1.3 – 8 Technology

From our years in Illinois, we know that convenience for the Lottery’sretailers is key. The strategy we have proposed for your conversion isoptimally convenient for your retailers because it doesn't require them tofind room on their crowded counter tops or elsewhere in their stores for anidle, non-selling terminal.Expecting Illinois retailers to have one (or more in many cases) terminal(s)inactive on their counter tops is not at all realistic and certainly notdesired by the Lottery. Where would the retailers pictured here placethe extra terminals?Figure 3.1.3 – 5:Where Will the Second Terminal Go?No Room on the Retailer’s Counter Tops: As evidenced by these photographsof major Illinois Lottery retailers (l-r Meijer, QuiknEZ, Shell), there is no roomto either sit or perhaps even to store an extra non-selling terminal for weeks ormonths until Go Live.There are thousands of retailers just like these throughout Illinois andthe impact to these small businesses and the Lottery’s revenues wouldbe substantial. Many of the Lottery’s retailers sell an average of $20,000weekly. The only result of the existence of the second terminals would besome form of disruption to the retailer's environment and thus to his or herability to maximize Illinois Lottery sales.Technology 3.1.3 – 9

Reduced RiskThe following figure compares the risk associated with our proposedstrategy versus other vendors’ strategies, specifically in relation to the timeframe in which major components of the new system will be installed andin production.Figure 3.1.3 – 6:Live vs. Offline: Our retailer sales terminals will go live upon installation. Withother proposers, the new terminals will sit idle (taking up counter space orstorage space) and won’t generate sales until the entire system goes livemonths later.3.1.3 – 10 Technology

Seamless Installations Featuring Convenience andContinuous SalesBetween September 1, 2009 and February, 28, 2010, GTECH seamlesslyimplemented a new communications network, new retailer sales terminals,and peripherals, in 16,600 New York Lottery retail locations. All of theequipment went live in production as soon as it was installed. The newsystem went live on August 1, 2010. There were no disruptions to sales inNew York as the new equipment was deployed. In fact, sales were ableto increase as the installation period overlapped with the period in whichGTECH successfully implemented Powerball in New York.With this implementation and migration plan for the system and its components,the Lottery can be assured they will have the following benefits:• The ability to enable the Lottery to test its business processes,business rules, and converted data on an actual ES test system shortlyafter contract award.• The assurance that tickets from all current games can be validated,no matter which terminal or system they were purchased from, bothduring and after conversion.• A Go Live day that is essentially free of risk; the start-up of the newsystem happens behind the scenes in the data centers as selling andplaying at the retailer sites continues.Organizing, Planning and Monitoring the ConversionPlanning and tracking a large conversion is not a job for just a couple ofpeople. It is a best practice to provide both a team and a set of processesthat will effectively track our equipment implementation and migration andmake it easy for you to track progress as well.For that purpose, we rely on GTECH’s Program Management Office (PMO)and Network Roll-Out Organization (NRO).PMO Benefits and ResponsibilitiesThe PMO is responsible for the following:• Defining, planning, and controlling GTECH project managementstandards and best practices to ensure compliance with CapabilityMaturity Model Integration (CMMI) software and ProjectManagement Institute (PMI) standards.• Working with core project teams in a mentoring and consultingcapacity to guide project delivery teams in achievingproject objectives.• Monitoring all active project teams and facilitating executive statusreporting for all projects.• Ensuring quality in terms of deliveries executed on time, on budget,and with high customer satisfaction.• Maintaining a repository of project-related information for reference.• Training, mandating Project Management Professional (PMP)certification, new Project Manager (PM) on-boarding, and conductingmonthly Lunch & Learn sessions for professional development.Technology 3.1.3 – 11

The PMO provides the following benefits:• Project Support: Provides project management guidance to projectmanagers in business units.• Project Management Process/Methodology: Develops andimplements a consistent and standardized process.• Training: Conducts training and certification programs.• Internal Consulting and Mentoring: Advises employees aboutbest practices.• Project Management Software Tools: Selects and maintains projectmanagement tools for use by employees.• Portfolio Management: Organizes a series of projects into a singleportfolio to review project objectives, costs, schedules, resources,and risks.“The Lottery and GTECH delivery teams worked ina partnership to deliver the product we expected.While it was a challenging project, it was handledprofessionally and was quite successful.”– Anita Wooten, Deputy Commissioner ofAdministration, Michigan LotteryThe Network Rollout Organization (NRO)The NRO is responsible for all phases of the retailer network and terminaldelivery. Working closely with our technology organization, the NRO provides:• Delivery costing based on network design and contractualdelivery dates.• Project planning.• Logistics planning.• Contractor qualification.• Contractor management.• NRO Operations Center (OPCEN).• OPCEN Standard Operating Procedure Documentation.• Daily reporting.• Invoice auditing.• Budget management.• Warehouse management.• Network mapping.• Quality assurance.• Insurance requirements.• Problem resolution.• Jurisdiction-specific retailer informational packets.We manage each project using standard NRO processes, procedures andtools, to maintain uniformity. Most recently, we had 22 operators workingon New York and New Jersey installations, with the New York installationour first ever for cellular communications installation.3.1.3 – 12 Technology

Figure 3.1.3 – 7:War Room Set-UpSeeing What the Installers are Seeing: The War Room operators have a tableset with one of each piece of retailer equipment being installed in a particularjurisdiction. They can also see photos of showing multiple examples ofcommunications installations. Ready access to the equipment and photos helpsthem to better answer installers’ questions from the field.The War RoomThe NRO offers operational and War Room management through theRI-based NRO OPCEN located in our West Greenwich, Rhode Island facility.The OPCEN provides contractors, core teams and clients one central officefor escalation and problem resolution. It is accessible through dedicated800-number lines and is staffed during operations hours specific to thatjurisdiction. Because the OPCEN is multi-jurisdictional, the cost for staffing isfractionalized across the programs under management for the period invoiced.The RI OPCEN currently has seating capacity to accommodate eightoperators per shift. NRO operators are experienced at handling the dutiesof a War Room. They track contractors, installations, and the serial numbersof installed equipment, and they support the contractors in the field. Theverification by a War Room operator is important, because the contractoris not allowed to leave the retail location until the War Room gives the okay.When temporary staff is needed to supplement the NRO operations staff,we make every effort to recruit people who have GTECH NRO experience.They have the product and process knowledge and, in some cases,established relationships with the contractors.Given the above considerations, OPCEN coverage will be determined uponjoint agreement by the NRO and project management teams to ensureadequate and complete coverage. This coverage can be adjusted in orderto address any peak hours – for instance, mornings, when on- site calls aremore frequent; midday, when issues are typically called in from the field;and mid- to late-day completion calls. It is anticipated that a typical wirelesscommunications deployment would manage an average of 300 calls perday, assuming there are multiple deployments.Technology 3.1.3 – 13

The success of the effort to implement and transition your large retailernetwork will require interdependencies between the NRO; the War Room;GTECH’s National Response Centers (NRCs) in Austin, Texas, andProvidence, Rhode Island; its Technology Training group; its salesorganization; site services; field service operations; and the Lottery.At the close of a deployment program, the NRO finalizes outstandinginvoices, performs asset inventory and operational handover to theservices team, and makes the management database available to the site.Information collected during the deployment will be uploaded into thepermanent services application or tool as required.Website ToolIn order to ensure transparency into the major aspects of the ConversionPlan, the Group will provide the Lottery direct access into the GTECH NRO’sWebsite tool.The NRO maintains a Website tool that enables comprehensive oversightand management of the rollout. The NRO database (DB) can be tiedinto this Website by the DB administrator, and can be used for real-timeverification of current installation metrics. This Website can be accessed byour NRO Project Managers, Lottery staff, and any authorized contractorswho are participating in the installations. This site can be reached from aPC or from a mobile device, such as a cell phone. This real-time visibilityinto the database lessens the number of requests from contractors andProject Managers for daily updates and installation reconciliation.Conversion/Data MigrationGTECH will convert the data from the Lottery’s current online system andtransfer it to the new system so the historical data, and all live data, willstill be available.The data migration process will consist of the following steps:1. Initial configuration.2. Historical static data conversion.3. Parallel transactional processing – to ensure that the new systemstarts up with accurate historical and actual transactional data.Data initialization is the first part of the data migration. It consists of settingup the initial configurations. The project team will define the online gameparameters, retailer privileges, and other system-level settings. The newsystem will start up “out of the box” with this base configuration beforethe data migration process begins. This facilitates agile testing because itestablishes a roll-back point that allows restarts, as desired, to optimizetest scenarios and increase resource efficiency. GTECH can roll back to thisstarting point on demand, as warranted. This approach guarantees areliable, predefined starting point every time.3.1.3 – 14 Technology

We can convert whatever amount or type of data the Lottery requires.GTECH achieved a successful conversion in Florida, including converting15 years of historical data – all the way back to the Florida Lottery’s firstday of operation – at the Lottery’s request. Most recently, in New York, weconverted more than $17.5 billion in instant ticket inventory in addition tothe large amount of online data.Static data migration involves all data within a predetermined time frame.GTECH calls it static data because the data is not changing like it is duringthe parallel processing phase that comes later. We look forward to yourfull involvement in these tasks, and in your validation of all the data andprinted reports.The static conversion involves the following five phases:1. Data identification: Identify appropriate data elements to includein the migration. This scope phase is used to quantify the effortand objectives.2. Data extraction: Create a custom suite of extraction tools to readall types of legacy system files and write the data out as easily-read,fixed-record-length ASCII files. Some legacy files are simple enoughthat they won’t need preprocessing. Those files will be imported intothe ES system directly, which will help simplify the process.3. Data transfer: Transfer the data from the legacy system to the ESsystem, either by electronic transfer or by removable media (e.g.compact disk, DVD) that can be written on the legacy system andread on the ES system.4. Data load: Load data into the ES system files and databases set upduring data initialization.5. Balancing: Create a custom set of balancing tools to compare thedata on the ES system to the data on the legacy systems. Applicableproduction reports will be used to verify data integrity. GTECH willalso provide custom reports and ad hoc queries to supplement andenhance the thoroughness and accuracy of the balancing process.Balancing will provide the same high level of financial reporting(invoices, transactions, etc.) that the Lottery has now.We will retrieve data from the Lottery’s existing system and convert itinto a format that is compatible with Enterprise Series. This task involvesdevelopment of a set of custom-written programs, which convert each fieldof the existing files into a format compatible with the proposed ES system.The program filters the old data, assigning a new format and location inthe new system files. Our data transfer includes all critical files includinggame and play data, such as wager, draw, and outstanding winner fileinformation. As a result, winning tickets purchased on the old system canbe validated on the new system using transferred gaming data.Technology 3.1.3 – 15

Using our proven conversion methods, key accounting data also willbe transferred to an ES-compatible format. Such data will permit thegeneration of retailer and other management reports using historical aswell as current data following the start-up of the new gaming system.Back office data, including data warehouses, will also be converted in thistime frame. The Lottery’s gaming and informational Websites will also bemigrated and ready for access on the day after the conversion.Converted data will then be loaded onto the new central system. Afterconverting the data, GTECH will perform parallel processing. This processis crucial to ensuring that the converted data is synchronized between theold and new systems prior to the start-up.Detailed Transition PlanA detailed Transition Plan will be the tool that helps us compile, manage,and track each of the individual project tasks and their respective timeframes. A well-developed plan is essential to understanding the size andscope of the conversion.• It involves conversion of terminals and peripheral equipment to morethan 7,500 retailers.• The project will require an experienced, senior-level project managerand team with the requisite skills to manage a project of this size.• The development of the Transition Plan must take into considerationthe geography, diversity, demographics, retailer types, and othercharacteristics that are distinct to Illinois.• The interrelationship of tasks (e.g., scheduling of communicationsand retailer terminal installations and retailer training) must becarefully coordinated and the risks identified, with mitigation plansin place to prevent impact to the schedule.• The plan must provide for a smooth transition to the new system andcomponents without any inconvenience to retailers or disruption totheir businesses or Lottery sales.• The project must be completed on time and with no interruption tothe billions of transactions and billions of dollars in sales that aregenerated by the Illinois Lottery annually.The Transition Plan will then act as the main scheduling and tracking toolfor the entire project. Then, a team of certified business analysts will studythe software requirements to make sure each one is properly captured,understood, and documented. Completion of the requirements task willserve as the kick-off of the Transition Plan.To help us achieve your goals for the implementation, GTECH will use thelatest in process-management and resourcing tools, such as Clarity, andrequirements-management tools, such as Telelogic’s DOORS. These andother tools, combined with the Transition Plan, schedule, and regularmanagement reviews of the project status, will ensure the precision withwhich the process will be run and your goals achieved.3.1.3 – 16 Technology

With this proposal GTECH has provided the Lottery with a detailedTransition Plan and time chart in the form of a Gantt chart. This is a commontechnique for representing the phases and activities of a project WorkBreakdown Structure (WBS) in an easy-to-understand format. The GanttChart is presented in the Transition Plan, which is located behind Section3.1.16, Transition Plan. A figure depicting the menu bar atop the TransitionPlan is presented here. In addition, the Gantt Chart includes the transitionperiod and the ramp up period.Figure 3.1.3 – 8:Transition Plan Menu BarAll the Information Needed to Plan and Track the Project: The Transition Planand Time Chart (Gantt Chart) will provide all the information needed to planand track the project, including WBS element, task/sub-task name, duration,start and finish dates, preceding tasks, and responsible resource.The Transition Plan will be unique to Illinois. In developing the plan thataccompanies this proposal, we have first considered:• The firsthand understanding of your operational environment andyour needs.• An understanding of the business, operation, and conversion risksand having proven, experience-tested mitigation plans in place.• Our qualifications to do the job, including our working knowledgeof the Illinois Lottery, its systems, retailers, and players from nearly20 years of service.• The lessons learned from on-the-ground experience in Illinois,three previous conversions in Illinois, and the progressive projectmanagement improvement that comes from our implementationexperience around the world.Detailed Transition Plan and Time ChartAs we develop our conversion plan, we will employ professional projectmanagement techniques that have proven successful in prior conversions,in Illinois and elsewhere, and that have been refined during post-projectAfter Action Reviews (AARs). The first step will be to create an TransitionPlan and time chart that includes:• All implementation tasks and milestones.• Task start dates and/or deadlines.• Staffing and resources for each task.• Duration of each task.Technology 3.1.3 – 17

The Gantt chart identifies the major milestones to be accomplished for thebusiness requirements. These include:• Installation and testing of the communications network.• Installation and testing of retailer devices, including peripherals.• Acquisition and readying of facilities.• Hardware deployment.• Requirements definition, including drafting, documenting, review,and approval.• Software developing process, including design, implementation,testing, problem tracking and resolution, change controlmanagement, release management, installation, andconfiguration management.• Acceptance testing, including test process, plan development, anddocumentation of results.• Converting and testing existing data.• Training and supporting retailers.• Training and supporting Lottery staff.Additionally, the Gantt chart identifies the duration of each task andsub-task, including major milestones on the critical path. All critical pathitems are delineated by red bars on the Gantt chart. The Transition Planwill also list the party or parties responsible for each task. Later in thissection we provide details about those roles and responsibilities, based onyour requirements and our experience in previous conversions in Illinois.Chronology of a ConversionThe following pages will guide you through the process of a full gamingsystem conversion, including the critical-path milestone tasks. Thedescriptions below provide additional details about the tasks involved.Project Management ActivityWhile much pre-project planning has already taken place, the awarding ofthe contract will set our project management team full speed ahead on thefollowing tasks:• Finalize the Transition Plan.• Schedule and orchestrate the project kick-off meeting forproject team members, including explanation of roles, creationof starting assignments, and creation of the regular schedule ofweekly project meetings.• Identify reporting needs, including type of reports (status, progress,forecast, etc.) and expected schedules.• Finalize the forecasting and assignment of resources for the project.• Begin a series of regular project management meetings with themanagers of the various disciplines (infrastructure, software, training,etc.) who are involved in the project. This task also includes thepreparation of materials for the kick-off meeting.• Set up a Network Rollout Organization (NRO) War Room in ourGTECH facility in West Greenwich, Rhode Island, to begin planningIllinois’ statewide retailer installations.3.1.3 – 18 Technology

Telecommunications Network ActivitiesWe will upgrade your widespread, complex network to a combinationof Very Small Aperture Terminal (VSAT), 3G Fixed Wireless and Frametechnologies. Our end-to-end internet protocol (IP) network will allow forsales growth today, as well as growth into new retail environments andadditional sales channels in the future:• We will order the equipment and stage it when it is delivered to our site.• GTECH’s NRO will create a schedule for installation of thetelecommunications equipment that will be coordinated withinstallation of the retailer terminals to minimize any disruptions orinconvenience to your retailers by performing all installations in one visit.• The retailer training schedule will be designed to ensure that trainingoccurs just before installation.• Reliable, third-party field technicians will install the telecommunicationsequipment, along with the new terminals, in the retailer locations.• The VSAT communications installations will include a non-penetratingroof mount with a dish and Outdoor Unit (ODU) consisting of a receiver,transmitter, and two coaxial cables that run from the ODU to theHughesNet Indoor Unit (IDU) inside the store. The IDU, which looks likea modem, has two coaxial connectors and an Ethernet port to connectto the new retailer terminal.GTECH will develop and build the Lottery’s new network of touch screen retailerterminals and provide an array of peripheral devices. Installation of the terminalswill coincide with installation of the new communications infrastructure to enableon-site testing of both new technologies with little or no interruption to theretailer. Through emulation, the new terminals will be operational on the livelegacy system and via the new communications network upon installation.Retailers will be able to continue selling and validating Illinois Lottery ticketson the new terminals and network right away.Tasks associated with the terminal platform include:• Develop specifications for the terminal based on yourterminal requirements.• Place the order for new terminals.• Ship the terminals to Illinois, where they will be staged beforedistribution for installation.• The NRO will create a schedule for the installation of thetelecommunications and retailer equipment that will be done inparallel to minimize any disruptions or inconvenience to your retailers.• As the telecommunications equipment is being installed, we will installthe retailer terminals and peripherals in more than 7,500 retailer sites.Technology 3.1.3 – 19

For the conversion in 1989, we found a way to buildall the terminals in state. We set up an assembly linethat engaged the field service technicians and salesrepresentatives as assemblers. By the time we weredone, they knew the terminal inside and out. And byhiring minority and underprivileged people to work onthe terminal build, we helped out the community too.– GTECH hardware project manager,1989 Illinois Lottery conversion.Installations will be based on a well-planned, expertly tracked processdeveloped by our NRO, which will be proactive in creating a schedule forinstallations that takes the Lottery retailers' businesses and busy schedulesinto priority consideration.Our Transition Plan includes data center setups, including the Primary DataCenter in Springfield and utilizing GTECH's Data Center of the Americas(DCA) in Austin, Texas, as the Lottery’s new Backup Data Center (BDC).Facilities tasks include:• Site selection and execution of a purchase/lease agreement for thePDC. Our Real Estate team will work with real estate brokers.• The design engineering task, which involves designing any updatesto the space that has been designated for both the PDC and BDC.• Construction tasks, which begin with seeking and obtaining theproper permits (e.g., from the state, the fire marshal, etc.) and thenbuilding out the respective spaces according to the agreedrequirements and specifications.Computer Hardware and Software Installation(Infrastructure Platform)GTECH will finalize the specifications for the computer hardware andsoftware that will comprise the new central systems, for duplex redundancyin the PDC and duplex redundancy in the BDC, via the following tasks:• A design review will take place, followed by the preparation andreview of proposed infrastructure systems diagrams.• GTECH will order the equipment, stage the equipment when it isreceived from the manufacturers, and then ship it to the respectivedata centers.• Installation and testing of the infrastructure equipment will bescheduled at all sites and will be performed by GTECH’s experiencedinstallation technicians.3.1.3 – 20 Technology

RequirementsWith input from GTECH’s project manager and the project managers ofeach discipline involved, the Business Analysts (BAs) assigned to theconversion will gather and document all software requirements, relative totheir respective roles in the conversion process. The Lead Business Analystassigned to your project will set up the requirements in the DOORSmanagement tool and import your specific product requirements.• After an internal review of the requirements, we will present thefinalized requirements to the Lottery. The Lead BA will sign thesignoff sheets along with other conversion team members.• The Lead BA will then schedule and attend regular BA status meetingsand will participate in regularly scheduled project meetings.• After signoff is complete, the Lead BA will manage and communicatethe change control process for the project team.For software requirements, we will provide separate requirements for theemulation and conversion phases of the project.Software PlatformGTECH will develop a new Enterprise Series (ES) technology solution, builton an established baseline and customized according to Illinois-specificrequirements. Tasks related to the software platform include:• Gather, document, analyze, and finalize all requirements forsystem software.• Create an appropriate schedule that devotes sufficient time andresources to the design and development of the ES solution.• Develop all software related to point of access, administrative,and conversion requirements.• Implementation of the customized software.• Testing of the new ES system, beginning with our Build-Test-Correctprocess and then with our internal quality assurance testing.• Problem tracking of any issues discovered during testing ofthe software.• Control management for monitoring any changes or modificationsmade to the software per testing results.• Release management for monitoring the subsequent softwarereleases as testing and modification continue during and aftertesting, installation of the accepted software onto the central systemand downloaded to the new terminals.• Configuration management for managing any further changes to thesoftware based on changes in the system configuration.GTECH ensures quality service to clients through adherence to stringent,internationally recognized certification standards, such as the following:• International Organization for Standardization (ISO).• Capability Maturity Model Integration (CMMI) Level 4 softwaredevelopment standards of the Software Engineering Institute (SEI) atCarnegie-Mellon University.Technology 3.1.3 – 21

This means that experienced, qualified personnel will be applying thehighest level of proven industry standards to your conversion project.GTECH has instituted the Build-Test-Correct (BTC) methodology to makeits own gaming software integration testing more efficient and bring a moreproven product to its customers. This software development and testingapproach consists of a series of agreed-upon software releases with anassociated schedule through which the testing of each milestone is met.Testing and SimulationAfter we have completed development of the software, we will test it forQA internally and then present the results it to the Third Party IndependentTester. Testing will include a specific test process, development of a testplan, and documentation of results.• Create an appropriate schedule that devotes sufficient time andresources to the testing of the ES solution.• Rigorously test the new software using our proven BTC successiverelease regimen.• After the software has passed our own stringent SoftwareQuality Assurance (SQA) tests, submit results to the Third PartyIndependent Tester.• Use a transaction simulator to generate high transaction volumesto demonstrate and ensure that the system meets all of theperformance requirements.Data ConversionOur operations staff will perform conversion and testing of the current dailytransactions and historical data files. We will convert the files into anES-compatible format and then run the transactions on the new system.Parallel ProcessingAfter converting all transaction and historical data to the newES-compatible format, GTECH will perform approximately 14 days (twoinvoice periods) of parallel processing to ensure that all data on the newsystem is synchronized with the existing system with complete accuracy.Ready and Able to Handle the UnexpectedDeveloping and managing a project of this type brings with it theunderstanding that there are some things you can't control. In New York, forexample, during the parallel processing phase of our 2002 conversion inthat jurisdiction, the Lottery experienced its highest jackpot to date. In thecourse of synchronizing data between the existing and new systems at endof day for a two-week period, GTECH’s new system processed 36 millionadditional transactions, without a hiccup.3.1.3 – 22 Technology

Final Prep for GO LIVEWhen all previously described tasks have been completed, thecommunications network and retailer terminals are installed andoperational on the current system, and all other components are in place,we will be ready for the final piece of the conversion – enabling of the newcentral gaming system.• The Project Manager and GTECH’s project team will perform asite-readiness review to ensure that all components are installed,tested, and functioning or, in the case of the new central system,ready to function.• Approximately one week prior to the scheduled Go Live, we will setour Project Condition procedure in motion to ensure that “all eyes”– site, project, and corporate resources – are overseeing this mostcritical time period in the Lottery's conversion process.• With all approvals in place, the new Enterprise Series system willGo Live on time.Snapshot of the ProjectThe following figure provides a chronological snapshot of the TransitionPlan that reflects the usual order and high-level layout of our milestonetasks within the project time frame.Confidential material begins here.Technology 3.1.3 – 23

Confidential material ends here.3.1.3 – 24 Technology

Retailer and Staff TrainingRetailer TrainingThe Group will provide comprehensive training and support to IllinoisLottery retailers. Training will be scheduled to occur just prior to installationof the retailer terminals to enable retailers to begin using their newterminals to sell and validate Illinois Lottery tickets on the live system assoon as their installations are completed. Tasks associated with retailertraining include:• GTECH’s Technology Training Group will perform a Training NeedsAnalysis to determine the specific needs of your retailers.• GTECH will rely on our knowledge of the Illinois landscape anddiverse retailer base to locate and secure 16 appropriate andconvenient locations for holding classroom training sessions. Yourretailers will find the locations convenient – they will not have totravel far in order to reach their local session.• Within the conversion time frame, training of the Lottery'scurrent network of more than 7,500 retailers will be coordinatedwith the installation schedule of communications devices andretailer terminals.• Upon installation of their terminals, all retailers will receive a QuickReference Card (QRC) to provide necessary information about theirnew terminals.Staff TrainingThe Transition Plan includes the training and support of all staff, the Groupand Lottery and includes the following tasks:• The Technology Training Group will perform a Training NeedsAnalysis to determine the specific needs of the staff, marketingrepresentatives, sales representatives, hardware, operations, andother users, including those located in the PDC and the newBDC in Austin.• GTECH will hold classroom training sessions that are convenientlylocated, either at the Lottery headquarters, the PDC, the BDC, and/orlocations throughout Illinois.• GTECH will train end users classroom-style during the weeks leadingup to the conversion date. Each class will focus on the specifics ofusing the applications (the ES Transaction Engine, ES RetailerServices, or any of the other applications that GTECH is providing).Management Record of System ConversionsWe bring the lessons learned from the nearly 150 system, product, andservice projects we have completed just since 2000, as indicated in thefollowing figure.Technology 3.1.3 – 25

Figure 3.1.3 – 10:3.1.3 – 26 Technology

Mature OrganizationThe Program Management Office (PMO) consists of more than 2,500product, project delivery, and service personnel who are allocated acrossGTECH’s eight global regions. By regionalizing our structure, we offer ourcustomers critical continuity of and access to specific resources, from thestart of the project through the contract period. The regions are depictedin the following figure.Figure 3.1.3 – 11:Technology 3.1.3 – 27

The PMO standardizes project management practices, facilitates globalproject portfolio management, identifies and mitigates risk, and determinesmethodologies for repeatable processes.We look at each implementation project from every possible angle. We thencreate a plan that meets that lottery’s stated objectives and ensures minimalimpact to its retailers, players, and revenue. The PMO reports directly tothe Global Technology Operations organization, which is accountable fordelivering all services and solutions.Sound and Proven ProcessesThe Conversion Plan GTECH prepares is built around the IntegratedDelivery Model (IDM), which has five distinct phases as depicted in thefollowing figure.Figure 3.1.3 – 12:The IDM provides five phases for project managers to follow to ensure theproject follows our standards and industry best practices. The followingfigure provides an overview.3.1.3 – 28 Technology

Figure 3.1.3 – 13:Integrate Delivery Model StepsPhaseDescription of StepsInitiating • Opportunity capture• Technical strategy• Costing• Proposal• Contract negotiationsPlanning • Gap analysis• Requirements• Risk analysis• Resourcing• SchedulingExecuting • Coordination• Implementation• Go Live activitiesControlling • Change management• Risk management• Financial management• Schedule management• Reporting• ComplianceClosing • Internal transition• Customer transition• Post-project review• Tool closure• Budget closureProject Condition Reporting (ProCon)To ensure the successful functioning of all systems and software at the time ofgo live, we employ an oversight and escalation procedure, Project ConditionReporting, (ProCon), that ensures “all eyes” availability of key resources andsenior management during the Go Live period. ProCon was developed byGTECH as a mechanism to facilitate resource availability, identify project risk,formalize escalation and management procedures, and provide accurateproject status reporting during a project’s most critical phases.Technology 3.1.3 – 29

Tools that Are Pertinent to the ProjectAnother key to effective project planning and management is the set ofavailable tools we use to plan, schedule, and manage project activities:Shared Tools• MS Project: Project schedule planning, tracking, and reporting.Internal Tools• Documentum: Document repository and version control.• Clarity: Project financial forecasting/resource tracking andlabor allocation.• System Analysis and Programming (SAP): Financial planning,tracking, and reporting.• processMax: Process workflow tool for software and QualityAssurance (QA)-related processes to ensure Capability MaturityModel Integration (CMMI) compliance.• MS Outlook: E-mail and calendar.• PMO Website: Affinity information and source for processes,templates, forms, and policies.• PMO Calendar: Calendar for all active projects, information,and scheduling.• DOORS: Requirements capture and management.• Wiki Website: PM Frequently Asked Questions.• eRoom: Weekly project status reporting.• Collaboration Tools: MeetingPlace, video conferencing.• Quality Center: Quality management.• ES.GTECH.com: Program and process management.• OPSWare: Configuration management.• Alien Brain: Code management.GTECH’s PMO uses a tool called Clarity, an application that is integratedwith Microsoft Project. Through this tool, we now manage and maintain allproject implementation plans in accordance with Work Breakdown Structure(WBS) elements for reporting and forecasting project hours per resource.Clarity further assures the Lottery that we will successfully manage itsconversion project on time, and with full transparency throughout.3.1.3 – 30 Technology

Project Manager QualityAll of our project managers are required to achieve PMP certification fromthe Project Management Institute (PMI). PMI is the internationally recognizedorganization that governs standard principles and procedures for projectmanagers worldwide. The PMP certification is the project managementprofession’s most globally recognized and respected certification. The highnumber of PMP-certified professionals at GTECH demonstrates the value itplaces on project management experience, education, and continual qualityimprovement. We invest in our project managers annually to completeadvanced project management certification courses (e.g., risk management,problem resolution, organizational finance, etc.).The high number of PMP-certified professionals atGTECH demonstrates the value it places on projectmanagement experience, education, and continualquality improvement.The benefit of a PMP-certified project manager is an individual whounderstands that managing a project requires more than just schedulemanagement. It also encompasses quality and risk management. We liketo point to risk management as a value to the Lottery. Our expertise inestablishing contingencies and mitigation strategies means that risks areless likely to impact your conversion process.3.1.3.3Proven TechnologyCentral Gaming System OverviewThe Group views the full upgrade to a state-of-the-art central system,communications network and full suite of in-store selling and merchandisingsolutions as an immediate and strategic opportunity for the Illinois Lottery.We appreciate that since 2006-2007 this has been an objective forwell-documented reasons. Unfortunately, it has taken until now (2010-2011)to become a reality. Add to this the opportunity to launch the pioneeringInternet Pilot program, and the Technology Plan, the capabilities andexecution by the successful manager both a venue and Net Income leveras well as a business initiative to measure in terms of risk factors.Therefore, the Group is proud to offer through our technology partner,GTECH, GTECH’s Enterprise Series gaming system. The Enterprise Series(ES) system includes a modular architecture that supports multiple saleschannels for the current lottery games and additional sales channels fornew gaming opportunities. ES does more than keep pace with industryrequirements; it offers pathways to access new ideas and achieve successbeyond traditional lottery technology and networks. ES makes the Lotteryready for tomorrow.Technology 3.1.3 – 31

The Enterprise Series (ES) central system solution includes the followingfeatures and capabilities:• Fast Processing: The ES system runs on an IBM x series platform thatprovides fast processing and the capability to expand as the Illinois Lotterycontinues to grow.• High Reliability: The ES system (running in nearly 50 lottery jurisdictions,including several high volume jurisdictions, such as New York, New Jersey,Michigan and Texas) is configured to provide a highly reliable, redundantquadplex system with no single point of failure.• The Latest Equipment: The latest version or model equipment availableat the time of system conversion will be installed and upgrades will beapplied as deemed necessary throughout the term of the contract.Equipment will be International Organization for Standardization (ISO)certified and Occupational Safety and Health Act (OSHA) compliant.• Many Software Choices: With more applications than any competitor,ES provides a large array of features and functions that will be used foroperating and managing the Illinois Lottery for the entire contract term• Communications Routing: Our communications routing configurationprovides on-demand and automatic redirecting of the system’s terminalcommunication between the PDC in Springfield and your BDC in Austin.• System Monitoring: Our tools ensure the highest levels of systemperformance and integrity, meeting all security and technology operatingstandards. And provides the tools for Lottery oversight and monitoring.• Reporting Flexibility: Through an intuitive, Web-based interface, ourES Business Intelligence (ESBI) Suite offers enhanced reporting flexibilityfor facilitating data-driven decision making. From retailer to Lotterylevels, ESBI users can easily analyze data and generate reports on anas-needed basis.• Encryption Standards: Our Advanced Encryption Standard (AES) meetsthe highest level of data integrity, ensuring that your data iscommunicated securely throughout your operations.The ES solution is a cutting-edge system for managing both the technologyand the business of a lottery enterprise over the long term. The solution isa “quadplex” system configuration, comprised of four central systems,which we call Enterprise Series Engines (ES Transaction Engines or ESTEs).The system resides on IBM x3850 series servers that run Linux and JavaEnterprise Edition (JEE) in an open-architecture structure. Our ES solutioncombines mission-critical components from world-class vendors such asIBM, Cisco, Dell, and others to ensure the reliability and integrity of thelottery operation. Here are the major system components. (Note that“Two Physically Separate Systems” are being provided per the Lottery’sOperating Standards.)• IBM X3850 X5 Servers.• Two Servers Located at Primary Data Center (PDC) in Springfield, IL.• Two Servers at the Backup Data Center (BDC) in Austin, TX.• Two Servers Provided for Testing Purposes.• Additional Central System Hardware at each location to support theInternet initiative.3.1.3 – 32 Technology

Figure 3.1.3 – 14:Full, Secure Redundancy: ES will write all transactions eight times across four systems.Flexibility of the SystemThe ES solution is designed with maximum flexibility and the ability tolink to various types of third-party devices, such as the back offices ofretail chains and state run systems. ES has the ability to treat back officetransactions the same as transactions from a traditional lottery terminal andcan also handle Internet and mobile sales transactions.The flexibility and security of this system’s configuration provides acritical adaptability that will help grow and evolve the gaming environmentover the course of the contract. ES is an evolutionary development ingaming technology. It can easily grow with the Group’s marketing plan andassociated strategies. Our modern N-tier architecture allows new productsand technologies to be easily integrated in the redundant configurationsolution, so data or revenue is never lost. We employ best practices ofhigh-performance transaction-processing environments to supportexpansion of the gaming operations, allowing sales to grow exponentially.Technology 3.1.3 – 33

State-of-the-Art Robustness, Integrity and AvailabilityOperating HoursEnterprise Series (ES) will process all gaming transaction functions, sales,validations, instant tickets, and report generation for 23 ½ hours per day.The Group will provide the following hours of operation:• Gaming Hours: 05:30am – 05:00am, Sunday through Saturday.• As identified in the Operating Standards, we recognize the PrimeHours of 06:00-23:00 and Non-Prime Hours of 05:00-06:00 and23:00-02:00. Therefore we have chosen the 30 minute periodbetween 05:00am and 05:30am as our “maintenance window”wherein terminal input will be disabled.ES ApplicationsThe Enterprise Series solution is comprised of several software applicationsthat provide the most robust set of features in the Lottery industry today:ES Transaction Engine (ESTE)The ES Transaction Engine (ESTE) was developed to be the industrystandard for integrating secure lottery networks with open applications andInternet Protocol (IP)-based Web technologies to create breakthrough salesand business-management possibilities for lotteries. Simply stated, ESprovides lotteries with the means to transition their businesses into moremodern enterprises. The flexible, scalable, available, and powerful ESTE isthe heart of the Enterprise Series solution.ES Retailer Services (ESRS)This application was designed to provide automated management of everyaspect of a retailer’s life cycle from initial contact and licensing to day today business and accounting and account reconciliation and closure. Allpersonnel, whether it is the Lottery, Northstar Lottery Group Management,or the GTECH Call Center will benefit from a comprehensive retailer historyscreen which will help in assisting retailers to identify concerns that mayhinder sales and provide for customer relations management.ES Player Services (ESPS)This player-focused set of services includes several modules including aClaims and Payment (ES CAP) application, subscription application, playercard, and more. Through the Claims & Payment application, the Lotteryand the Group will be able to manage player prizes, accommodate debtsetoffs and generate checks.3.1.3 – 34 Technology

ES Business intelligence Suite (ESBI)The ESBI is a dynamic reporting solution included in the Enterprise Seriessuite of applications that provides the data and reports necessary to allowthe State to carry out its obligations, including but not limited to LotteryRetailer settlements and adjustments. This solution is described in moredetail later in this proposal section under the heading “Reporting.”ES Connect (ESC)ES Connect® (ESC) is a highly secure, high-volume, open standards networkinterface that connects the transaction processing engine to a multitude ofsales channels, expanding your opportunity for revenue growth. ES Connectwill be configured to support in excess of 30,000 Retailers on day one ofthe contract and can easily be expanded without hardware modifications.ES MultiMedia (ESMM)ES MultiMedia (ESMM) is a content and technology solution that allowsIP-enabled networks to manage, distribute, and display MultiMediacontent (games, advertising, and messages) through a single point of saledevice. Messages typically communicated through posters, table toppersand cardboard displays can now reach Lottery players through moderndigital signage.While many retail locations are still depending on the standard POSsignage, stores that have traded in their static, one-dimensional signsfor high-tech, attractive, digital displays are experiencing increased brandawareness, timely and accurate delivery of messages and a reduction inthe cost for traditional, in-store print advertising.Hardware and Software (PDC and BDC) forTransaction ProcessingThe two production ESTEs (primary and secondary) at the PDC are identicalin capacity and architecture; they will function as redundant systems. Allgames, databases, and games administration functions for mission-criticalgaming support will operate through this protectively redundantconfiguration, which consists of two physically separate systems, networkedfor high availability processing and storage redundancy with no single pointof failure. In the case that the primary ESTE malfunctions, the secondaryESTE will immediately assume control of the transaction-processing loadwithout loss of performance or data.We are offering Red Hat Linux AS as the Operating System (OS) softwarefor the ESTE on the IBM x3850 servers (Intel Processors). Linux features apowerful 64-bit computing capability that is fully supported by IBM and isa key part of the IBM Linux strategy. With Linux as the OS, the Lottery willhave the benefits of the industry-leading, open source OS, specificallyflexibility, reliability, and broad-based support.Technology 3.1.3 – 35

In addition, with the ES solution, the Group and the Lottery will not onlyhave Linux as the OS for the ESTE, they will have a single (and unified)operating environment across all the key components of its ES solution: thePoint-Of-Sales (POS) devices, the communications front-end servers, themiddleware servers, as well as the ESTEs.GTECH has chosen to use one single OS across all these components inorder to streamline software upgrades, security patch management, andOS training for its customers. Using Linux across the key components alsoallows us to unify the powerful Reliability, Availability, and Serviceability(RAS) features that the IBM Linux strategy provides. The ESTE is built uponIBM’s powerful System xSeries server technology. The IBM x3850 seriesplatform will function as the server for the ESTEs as located in the PDC andBDC, as well as for the Test systems, located in the PDC. The ESTEs willperform gaming and transaction activities for our assembly of products,such as core game functionality and game management, transactionprocessing, transaction data management, accounting, and promotions.We also use the IBM x3500 M3 Virtual server for our configuration ofour domain products such as ES Connect (ESC). ES Connect is a highlysecure, high-volume, open standards network interface that connects yourtransaction processing engine to a multitude of sales channels, expandingyour opportunity for revenue growth. ESC can be interpreted as anintermediary network device between the Lottery’s WAN and LAN devices.It supports and exchanges messaging services between POS/Point-of-Access(POA) clients and its designated primary ESTE server. We achieve thismessage exchange service functionality with the customization of back-endapplication and configuration management services screens provided by theESC Graphical User Interface (GUI).In addition, the server is used for the configuration of our ES Portal, Web,and application servers. ES offers several suites of applications for improvedbusiness management. The suites of ES applications operate on twoload-balanced servers.To provide maximum availability of the ES applications and the supportingdatabase, our high-availability database domain employs IBM’s TSA andDB2’s High Availability Disaster Recovery (HADR) technologies. TSAmanages the failover between the two active/passive database servernodes, both located within the PDC. In the event of a failure of both servernodes at the PDC, DB2’s HADR manages synchronous data replicationbetween the PDC and BDC. Use of these technologies, coupled withour N-plexing technology, will ensure that your requirements forhigh-availability processing and storage redundancy will be met.Operational ProceduresThe Group is committed to providing the highest level of operationalintegrity to its customers. We will ensure the quality of our operatingservices by using industry best practices, including the Plan, Do, Check,Act (PDCA) framework, Information Technology (IT) best practices, and3.1.3 – 36 Technology

IT Management Process Maturity Model. These best practices makecertain that we are well organized to operate under strict procedures andprocesses, which, in turn, will ensure the operating integrity of your systems.Ensuring nothing less than total integrity in operations is our standard forthe Illinois Lottery.We will use automated balancing programs to ensure data accuracy acrossall gaming functions. The ESTE contains several key sources for financialinformation, such as accounting, product, and Master Journal File (MJF)transaction counts and amounts. The ability for the system to balance themany data sources in an automated fashion will reduce, if not eliminate thepotential for operator error and time associated with this function. Autobalancing compares the data from the different data sources and acrossprimary, secondary, and backup systems. It provides results that areviewable using the ES Online Product Management (OLPM) and ES BusinessIntelligence Suite features of the system.Our end-of-day processing checks internal data integrity and improvesprocessing speeds for specific products as applicable. As part of thisprocessing, ESTE compares the various key data sources from the followingfiles and verifies them against one another:• MJF.• Product Transaction Master File (PTM).• Product Definition File (PDF).• Invoice.• Today file (TOD).• Outstanding Ticket and Winners File (OTWF).N-Plexing: High Availability and Fault ToleranceThe unique nature of the lottery business (where uptime, security, andintegrity are vital), requires a customized solution. We call ours “N-plexing,”where “N” represents the number of identical systems to ensure fail-safefunctionality in our operations. It is a mission-critical feature that otherreplication or reprocessing approaches cannot offer. GTECH inventedN-plexing, which is still offered today because it has major benefits overother approaches to creating fault-tolerant systems.N-plexing offers the following advantages:• There is no real limit on the number of N-plexed systems (althoughwe rarely go above five, and our software is configured for a maximumof seven), which ensures the security of your data – it is never lost.• It doesn’t matter where the systems are located – they could be inthe same room or thousands of miles apart. The N-plexing logic doesnot change.• The systems need not be identical (a PC could theoretically N-plexwith a mainframe), allowing us to customize the system to the bestsolution supporting the business plan.• Data storage repository software does not need to be identical(this allows us to test new software or storage repositories on aspare system).Technology 3.1.3 – 37

Disaster RecoveryThe system configuration for the Illinois Lottery will not cause any delaysin play or disruption of processing (or loss or corruption of any data andtransactions received before the time of the failure) during a failover ortakeover between systems.Primary System Failure RecoveryIf the primary system of the production configuration at the PDCmalfunctions, the backup system in that production configurationimmediately assumes control of the network and resumestransaction-processing load without impacting system performance orincurring data loss. When the secondary system detects a failure in theprimary, it automatically:• Seizes control by disabling the failed computer’s ability to communicateover the Communications Local Area Networks (CommLANs).• Declares itself the “new primary.”• Notifies the communications servers of the new designation.• Resumes online processing as the new primary. There is virtually nodiscernible interruption of transaction processing.With the shift of the “live” role to the secondary system at the PDC, theESTE at the BDC will become the new secondary system.In order to reestablish the original configuration of our central systems, thefailed computer is repaired and reintroduced into the online configurationas a spare system via a command that allows the operator to specify therole of the system (“live,” “backup,” or “hot spare”) and to permit thatsystem to establish communications with the other online computers. Thereintroduced system will automatically commence resynchronization withthe primary system. Resynchronization can be accomplished even if one ofthe systems has been out of service for an extended period, with no effecton the system’s ability to process current transactions.Secondary System FailureIf the primary system of the production configuration at the PDC detectsabnormal backup system behavior, it automatically:• Releases the backup system from the online configuration.• Advises the operator via the system console that the secondarycomputer is no longer processing transactions.• Continues to update the remote spare ESTE (tertiary) as part of theconfiguration at the BDC. The tertiary remote system is promotedwithin the configuration, becoming the new backup or secondarysystem to the primary at the PDC.3.1.3 – 38 Technology

This process happens instantaneously. Online processing is not interrupted,no data is lost, and the primary system continues operating the games andprocessing transactions. The original secondary system, having beenreleased from the online configuration, is available for remedialmaintenance. When maintenance is completed, the original secondarysystem may be reintroduced into the online configuration as a spare. Duringthis process, its data is synchronized with that of the primary system.System SwitchoverThe computer operations staff will receive a customized set ofstraightforward operations procedures for system switchover instructions(including a typical failure scenario and its procedures). We will thoroughlydevelop procedures specifically for system configuration, operationalenvironment, and in conformance with policies established forLottery operations. Our use of N-plexing in the ES central systemconfiguration means that actions required during a failure situationare automatic (“auto-failover”).Time SynchronizationWe will provide a highly accurate and stable time-synchronizing mechanismfor all systems in the configuration to ensure that these systems haveconsistent time recording and reporting for all events and transactions.GTECH uses the Network Time Protocol (NTP), RFC 1305 to providereal-time, stable, and accurate clock synchronization. The NTP providesaccuracies typically within a millisecond on LANs and up to a fewmilliseconds on WANs, relative to Coordinated Universal Time (UTC) viaa Global Positioning System (GPS) satellite receiver and antenna.System Hardware and Software UpgradesAll system hardware and software will be replaced or enhanced via systemupgrades when necessary. The Group and GTECH will ensure that thesystem and its components do not become antiquated or outdated butare kept as current as necessary to support the business plan. All systemhardware and software will be fully supported by the respectivemanufacturer or supplier at all times during the contract and for a periodof 12 months thereafter.If support for any hardware module, component, or software is discontinuedby the manufacturer or supplier, we will replace said module, component,or software, prior to that support being discontinued. GTECH will alsoconduct annual reviews to ascertain if any hardware or software needsto be replaced or enhanced and will take appropriate action to ensurewe have current and functioning system hardware and software.Technology 3.1.3 – 39

Quantitative PerformanceThe Illinois Lottery can be assured that the Enterprise Series (ES) solution,as delivered, will meet all of the quantitative performance criteria as setforth in the PMA, including the desired number of retailer terminals to besupported now and in the future. We recognize the capacities defined inthe Operating Standards and will meet or exceed them:• $100,000,000 in sales.• $10,000,000,000 jackpot.• 15,000 terminals. (Our ES Connect server supports 30,000 terminalssimultaneously; this will allow the Lottery to expand at will.)The following figure provides a synopsis of the Gaming System QuantitativePerformance Criteria and the levels of performance provided by theES-based Central System solution.Figure 3.1.3 – 15:ES Gaming System Performance CapacitiesES System Capacities for:Performance of ES SystemSystem Uptime Will meet the Lottery’s uptime minimum of 99.00%Sales $100,000,000Jackpot $10,000,000,000Terminals 15,000(Capable of more than 30,000 terminals – EXCEEDS)Transactions per Minute 150,000Validations &Cancel TransactionsSingle Play Response TimeMulti-Play Response TimeSystem Recovery SpeedIn our recent New York benchmark, we demonstrated 600,000transactions per minute, including wagers, cancellations, andvalidationsProcess single play online tickets in four secondsFaster than five seconds process time depending on ticketformat and contentsThe backup data center system can take over from the primarydata center system in less than one minute without the loss ofany transactions or interruption of user access3.1.3 – 40 Technology

System Management and MonitoringDependable system management and monitoring capabilities are essentialto a successful lottery jurisdiction such as Illinois. The Enterprise Series (ES)system management and monitoring tools described below will ensure thehighest levels of system performance and integrity to the Illinois Lottery.We will also provide a staff that is skilled and experienced in operations.Together our ES solution, tools, and resources will provide the means tomaximize your system uptime.Our systems management and monitoring capabilities will be available atboth the Primary Data Center (PDC) at the Backup Data Center (BDC). Thesystem management and monitoring tools are fully developed andfield-proven in numerous ES jurisdiction installations.We will provide several applications for systems management andmonitoring. These include:• Tivoli: A console management software solution that providescentralized portal and event monitoring and management ofinfrastructure components as well as tracking the availability andperformance of ES systems.• Operator Console (OperCon): A utility application that enables thecentral gaming systems operations personnel to monitor and controlthe active products running on the equipment of the ES solution.• Enterprise Series Online Product Management (ES OLPM): AGraphical User Interface (GUI) that provides real-time monitoringof gaming data such as wagering activity, transaction processingactivity, and retailer information.We have also selected the best combination of network-management toolsto resolve any complex problem-determination situations. Our integratedNetwork Management System (NMS) tools will perform networkmonitoring, event recording, and monitoring of protocols. These toolswill also show the status of the network, including data communications,and the functioning of all network circuits on the system. Completenetwork-monitoring tools will be located at both the PDC and the BDC.We use a hierarchical password protocol to ensure that authorized staff canaccess only that part of the system that they need to; the protocolsegregates duties and limits the staff’s ability to misuse the system. We willalso restrict “superuser” capabilities to access and change any systemcomponents. To control access to the system, Enterprise Series includesthe ES Management Services suite of applications, specifically the UserSecurity application, on the management terminals. Through thisWeb-based application, an administrator can control Lottery staff and theGroup access to the system’s management application. ES ManagementServices, the central point of administration for the Enterprise Seriessystem, is responsible for privilege administration (user, group, and role),product administration, and enterprise-wide command and control of thelottery system.Technology 3.1.3 – 41

ReportingThe dynamic reporting solution the Group is including consists of acombination of best practices from the Lottery industry. Some reportswill be generated by the ESTE and others will be generated by the ESBusiness Intelligence Suite (ESBI). Since all reports are accessed throughthe ES System Portal, authorized users such as Lottery personnel will notneed to worry about the source of their reporting information, as they willhave the information they need in reports integrated quickly and easily ontheir desktops.The Business Intelligence platform we are offering to the Lottery, aspart of SAP BusinessObjects, is composed of a flexible and scalableinfrastructure. This platform, included with ESBI, is designed with an openarchitecture and the future in mind. It is fully scalable and supports theLottery’s future growth and changing requirements.ES Online Product Management (OLPM) will provide the Lottery withadditional reporting functionality. ES OLPM, also developed by GTECH,is a Web-based Graphical User Interface (GUI) that enables real-timeobservation of the gaming data on the system. As part of the ESManagement Services (ESMS) suite of applications, ES OLPM allowsauthorized users to look into the system in real time, via a managementterminal. ES OLPM is accessed via the Web-based ES System Portal.Reports for users are greatly simplified with the ESBI. All of the informationauthorized users need (including sales metrics, sales trends, reports, andcharts) is available with a single click of the mouse. Plus, reports can beformatted to display a wide variety of data in the style that best serves eachone of the authorized users.The ES System Portal is the entry into this new world of reportingcapabilities. As shown in the following graphic, the ES System Portalconnects authorized staff to the ES applications they need, quickly andseamlessly, to do their jobs. Through this portal, users can search throughall of the reports on the system, easily edit the report formats, and distributeand share final reports with selected co-workers. The new reporting solutionincludes the SAP BusinessObjects component which will enable authorizedusers to have all of the reports they need to efficiently conduct business.The reporting solution will be supported by the data warehouse, amulti-purpose data repository.The reporting solution also includes the Performance Dashboard. TheExecutive staff of both the Lottery and the Group will have an exciting,valuable tool as an integral part of its reporting package with the includedXcelsius tool set. A well-designed dashboard makes complex data simpleto understand. Instead of poring over reports and spreadsheets searchingfor data, the authorized user can find all of the information he/she needs(sales metrics, trends, reports and charts) with a simple click of the mouse.Plus, dashboards can be designed to display a wide variety of data in theform that best serves each one of the Lottery users. Pre-built formats canbe used to meet the needs of each one of the Lottery’s users, includingpie, line, and bar charts; graphs; maps; and even more. And dashboardsare perfect for presentation purposes.3.1.3 – 42 Technology

Confidential material begins here.Confidential material ends here.Testing and CertificationThe proposed equipment is obtained only from name brand,industry-leading suppliers such as IBM, Dell, and Cisco, and is available foruse as a commercially tested product. The equipment has been thoroughlytested, inspected for safety, and certified by a reputable testing laboratoryand is in compliance with all applicable FCC regulations.Before we release any software, we perform extensive software testing andQuality Assurance (QA) on all hardware and software. Our stringent QAprocesses ensure that the software and system are operationally soundand ready to be deployed in critical production environments. Our testingenvironment will provide production-type reports including managementreports, terminal reports, and the capability for researching and reporting ontransaction history. Following our Quality Assurance testing, the Third PartyIndependent Tester will have the opportunity to review the software and testresults and provide certification that the software is production ready.Technology 3.1.3 – 43

GTECH provides the assurance for software development that comes withSoftware Engineering Institute (SEI) Capability Maturity Model Integration(CMMI) Level 4 certification and International Organization for Standardization(ISO). GTECH is the first and only lottery vendor to have achieved CMMI Level4 certification and ISO 9001:2000 certification in both of our manufacturingand software capabilities. GTECH’s software service operation is governed bythe SEI’s CMMI Level 4 organizational and software development bestpractices and standards, as well as NASPL Quality Assurance Best Practicesfor Requirements Definition and Development Process.According to the Gartner Group, attaining CMM Level3 certification is a noteworthy achievement: “AttainingCapability Maturity Model certification has become akey differentiator for service providers’ applicationdevelopment services.”In December 2006, GTECH’s worldwide software service deliveryorganization achieved CMMI Level 4 status; it is one of only 320 companiesworldwide to achieve this certification. While other companies may claimto follow CMMI guidelines, GTECH is the only firm in the lottery industryto be certified by the SEI. As with CMM, the CMMI framework we haveadopted helps our software service delivery teams continue to assess theircurrent process capabilities and identify the issues most critical toimproving software and system quality.Certification AchievementsWe are committed to continuous improvement. GTECH’s TechnologyInnovation Center allows the company to facilitate revenue growth,competitive differentiation, and cost reduction strategies. Continuousimprovement also means achieving high levels of quality in manufacturingand software.GTECH is committed to the NASPL Standards Initiative (NSI), acollaborative development effort within the lottery industry. Technicalstandards and best practices were developed by participants from lotteries,vendors, and retail associations, to promote interoperability within theindustry and improve quality and efficiencies of delivering, operating andmaintaining lottery environments. Additionally, a certification program wasestablished for vendors and lotteries to demonstrate commitment to andcompliance with these standards and best practices.3.1.3 – 44 Technology

GTECH achieved certification in the following Best Practice Areas inMarch 2009:• Quality Assurance of Product Development in the Lottery Industry:Requirements Definition.• Quality Assurance of Product Development in the Lottery Industry:Development Process.GETCH is also ISO 9001:2008 certified in both of its manufacturing andsoftware capabilities.GTECH has reached the following milestones in its quality softwaredevelopment process:• March 2009: For the NASPL Standards Initiative, achieved certificationin Requirements Definition and Development Process.• December 2006: Corporate-wide Software Service Delivery Teamsachieve the CMMI Level 4 rating.• November 2005: Deploys CMMI Level 4-compliant processes for use byits Development Teams.• February 2005: The Warsaw Technology Center in Poland achieves theCMM Level 3 rating.• February 2004: Following an independent assessment, GTECHannounces that its Chennai Technology Center earned the CMM Level 3rating. The Chennai Technology Center, which supports customers inAustralia, New Zealand, and Central Europe, attained its certificationusing the CMM-Based Appraisal for Internal Process Improvement (CBAIPI) Version 1.2.• January 2004: Following an independent assessment, the AustinTechnology Center earned the CMM Level 3 rating. The AustinTechnology Center, which supports customers in North America,South America, and Latin America, achieved its certification using theCBA IPI Version 1.2.• Early 2003: All Technology Services software deliveries developed atthe Austin, Texas, and the Chennai, India, Technology Centers are usingCMM Level 3-compliant processes.• 2002: The software improvement program is more closely aligned withpublished corporate goals and objectives. This includes the developmentof new CMM Level 3 best practices to provide the mode of operation forall member Technology Centers as they are established.• October 2001: Ireland (member customer) achieves CMM Level 2certification.• 2000 and 2001: The Software Engineer Process Group (SEPG) developsand pilots CMM-compliant software development processes.• March 2000: Establishes SEPG with dedicated resources to coordinatethe adoption of CMM throughout the Company.Technology 3.1.3 – 45

CommunicationsA Strategic Component of the Technological InfrastructureBecause the communications network is a crucial link to deliver revenue,we consider communications a vital part of your gaming system. Ournetwork designs incorporate levels of redundancy and design insight thatother vendors do not; for example we plan to locate our primary Earthstation for VSAT solution in North Las Vegas, Nevada, an area thatstatistically has only one day a year where the weather could causedegradation in VSAT service. Our secondary Earth station is located acrossthe country in Germantown, Maryland, far enough to allow only a smallchance that there would be weather-related issues in both locations.We build an end-to-end solution directly into our terminals, network, andhost systems. Our solutions provide the most advanced connection typeavailable to lotteries today, allowing for uptime levels that can be as highas 99.999 percent; this equals less than five minutes of downtime per year.The communications network needs and requirements of every lotteryare unique and require customized solutions. Our customers directly benefitfrom our depth of knowledge and experience with multiple communicationstechnologies, and our extensive search to provide the right technology andnetwork design for each lottery customer and each one of its retailers. Ourindustry leading network performance metrics prove our success in matchingthe right technology to the unique requirements of each lottery customer.Proven Network ExperienceThere is simply no other lottery system provider that has designed,installed, and managed more lottery networks, leveraging more diversetechnology types, serving more lotteries and more retailers, at the highestlevels of availability than GTECH.Proven TechnologySingle Very Small Aperture Terminal (VSAT) TechnologyWorld-class lotteries around the world have seen the advantage ofdeploying VSAT networks, and, more to the point, GTECH’s VSAT network.In fact, almost 40 percent of all U.S. lottery locations are connected usingour VSAT technology including California, New York and New Jersey. VSAThas been proven to provide very reliable, high bandwidth connections toretail locations. While all vendors have the capability to provide“point-to-point” communications, our engineers have the experience andknow-how to design Wide Area Networks (WANs) in diverse geographicareas and among varied retailer types like those in Illinois. The VSAT networkis the best available online retailer network because GTECH’s networkdesign incorporates features no other vendor or commodity VSATuplink-service provider can match.3.1.3 – 46 Technology

An important advantage is that with a VSAT network we will assume soleresponsibility for delivering and operating your communications network.Working with an experienced vendor with a proven record of delivering andmanaging large-scale networks and multiple hubs will reduce risk and assureyou of total accountability from one reliable source.GTECH’s VSAT network incorporates a simple, secure architectureengineered specifically for the Lottery’s marketplace. With VSAT we providea dedicated, always-on, private VSAT network.GTECH pioneered VSAT for lottery use in 1991, and has operated privatesatellite hubs and earth stations since that time. Since 1997, we haveoperated geographically diverse hubs, and we have offered dual satellitediversity since 2004. With VSAT you have triple satellite diversity, whichmeans that in the very rare event of satellite degradation only one-thirdof wireless retailers will be affected. With three hubs, there is also greatergeographic and system level redundancy.VSAT Equipment at the RetailersVSAT is composed of an Outdoor Unit (ODU), i.e., a satellite dish antenna,and an Indoor Unit (IDU), which are connected by coaxial cabling. For theODU, we use a non-penetrating roof mount to avoid any possible damageto the retailer’s building. The mount is secured by building block weights,which weigh a mere 40 pounds per square foot – much less than an adultstanding on the roof – yet the total distributed weight can withstandsustained winds exceeding 100 miles per hour.The ODU comprises a satellite dish antenna and support bracket. Together,they sit on an area no more than four feet by four feet. The ODU alsoincludes a Low-Noise Block (LNB), which receives the satellite signals, anda transmitter, which sends the uplink signals.Figure 3.1.3 – 17:Examples of Non-Penetrating Roof Mount Satellite Dish AntennasStandard satellite dish antenna mounts include the non-penetrating roofmount, wall mount, no-hole pole, and universal canopy mounts. The VSATsite survey will detail which of these mounts will be used. (Note: While thepreferred mount is the non-penetrating roof mount, the actual mount isdependent on building construction and line-of-sight consideration.)Technology 3.1.3 – 47

The IDU is composed of receiver and transmitter boards and an interface tocommunicate with the online terminal. The IDU is often compared to a modemin function and is typically located within six feet of the lottery terminal.It is important to note that our VSAT is of a much higher grade thanthe typical consumer-grade satellite television network. Satellite TV isa “receive only” solution. Our solution is a two-way network. SatelliteTV systems are not designed to support 99 percent availability and areoften prone to issues during rain and snow. Drawing upon our vast VSATexperience –we have the most experience in states with storm seasons andweather conditions similar to those in the State of Illinois – we designedour VSAT solution with appropriate dishes and power levels to overcomeissues caused by rain and other storm conditions. These multiple levels ofredundancy exceed typical business grade VSAT services.2.5/3G Fixed WirelessThe fixed wireless portion of your Dual Comm Inside solution will beprovided by 2.5/3G Fixed Wireless providers. Fixed wireless is not a typical“cellular” connection, as the connections will be dedicated and data-only.This solution will provide high bandwidth IP communications to Lotteryretailers, in order to support your current level of business and facilitatefuture opportunities to open up new distribution channels and enhanceyour game offering to players.Both 2.5G and 3G wireless networks provide high bandwidth and supportfor IP communications. We have successfully deployed thousands ofterminals utilizing 2.5/3G Fixed Wireless. Network coverage variesdepending upon building location, similar to cell phone coverage. A varietyof wireless network providers support GTECH lottery networks.Frame RelayFrame Relay is not a traditional, multi-drop, circuit-switched technology,but rather a fast, packet-switching protocol that can be used to connectLottery retailers in the rare circumstances in which satellite or other wirelesscoverage is not an option. It is a telecommunications service designed forefficient data transmission of intermittent traffic between end points in aWide Area Network (WAN). Frame Relay has been used worldwide for morethan 20 years and is a proven and reliable technology. The Frame Relayprovides a high bandwidth of up to 56 Kbps online connection to eachLottery retailer – and consolidates all traffic onto a redundant backbone ineach data center.At each Frame Relay retail location, routers will be used to terminate theaccess lines and provide access to the Frame Relay online terminal. Theserouters will be connected to the online terminal via Ethernet. The FrameRelay circuits will be routed to the data center, and these circuits areterminated into the redundant DS-3 ATM backbone.3.1.3 – 48 Technology

Dual Comm InsideDual Comm Inside is proprietary to GTECH Corporation and is patentpending. The combination of two distinct (VSAT and 2.5/3G Fixed Wireless)communications technologies is equal to more than the “sum of its parts”and provides exponentially greater reliability to your retailers. For instance,the diversity provided by VSAT+2.5/3G Fixed Wireless combines the highavailability of VSAT technology with commercially available Fixed 2.5/3Gtechnology, such as General Packet Radio Service (GPRS); Enhanced DataRates for Global System for Mobile (GSM) Evolution (EDGE); Evolution -Data Only (EV-DO); or High-Speed Downlink Packet Access (HSDPA). If theVSAT link fails, the terminal’s internal failover mechanisms will switch to the2.5/3G Fixed Wireless technology. The 2.5/3G Fixed Wireless portion ofthe network will also provide an added level of diversity by employingdifferent technology standards from geographically diversecommunications towers.The failover from the primary technology to the secondary technology forboth solution types is automatic and seamless, and requires absolutely zeroinvolvement from a retailer. In fact, retailers and players will not be awareof which communications path is being used.Dual Comm Inside is a combination of two proven communicationstechnologies, VSAT and 2.5/3G Fixed Wireless, running simultaneously. Inthe rare case of a primary communications technology failure, the secondarycommunications technology will take over automatically, with no need foranyone to flip a switch. Our current availability estimate for this solutionstands at 99.97 percent. As you can see, our Dual Comm Inside network isdesigned to provide a very high level of uptime.Following is a summary of the features and benefits of thecommunications networks.Technology 3.1.3 – 49

Figure 3.1.3 – 18:Features and Benefits of Our Communications NetworkFeatureHigh Uptime Commitment: Uptimecommitment for Dual Comm Inside standsat 99.97%Two Diversified Networks: Each terminalequipped with Dual Comm Inside will beconnected to two live communicationsnetworks at all timesAutomatic Failover: Failover from theprimary communications network to thesecondary communications networkis automaticInternal Router vs. External Router:Because Dual Comm Inside doesn’t use anexternal routing mechanism, there are fewerdevices to troubleshoot for Field ServiceTechnicians (FSTs)Single Point of Contact: One source for alllottery communications issuesQuick Installs: Lottery retailers do not haveto wait for long lead time installations fromtelecom providersMonitoring Tools: We provide proactive,unified communications network design andenhanced monitoring toolsBusiness Intelligence: The ability topinpoint, down to the terminal level, thecommunications status of your retailersExperience (114,000 U.S. Retailers): We arethe lottery vendor most experienced indesigning communications networks forlarge, diverse retailer bases such as in IllinoisBenefit to the Illinois LotteryFor the Lottery this is a substantial increaseover minimum network requirements, and anorder of magnitude greater than any singlecommunications technologyEven in the event of a complete networktechnology failure, retailers will be able tosell tickets immediatelyIf the primary network technology issuffering from downtime, or degradedperformance, the retailer will not have tocall for service, and in fact may not realizethe secondary network is transporting dataFaster service to your retailers anddecreased Point-of-Sales (POS) devices’Mean Time To Repair (MTTR). Also, becauseDual Comm Inside doesn’t use an externalrouter, it requires less counter space atretail locationsHappy retailers; less hassleNew retailers and/or moves and changes canbe accomplished quickly leading to greatersalesA single view of all networks andretailer availabilityInformation provided saves time introubleshooting. The FST knows where theproblem is located before being dispatchedWe know your environment, know thetrouble spots and what solution to provide atimplementation – and we’ll get it right thefirst timeThe Dual Comm Inside network is based on a design already being deployedfor the New York Lottery, in areas that previously had very poorcommunications service cause by the lack of line-of-sight, flooding,construction disruptions, landlord issues, and a host of other problems.We are confident that Dual Comm Inside will provide the Lottery with themaximum uptime possible.3.1.3 – 50 Technology

Advanced Management and Reporting Processes and ToolsWith enhanced network monitoring tools, such as Hewlett PackardOpenView and ES Connect Admin, the Group and the Lottery will beable to monitor the status of all of its retailers. Our network monitoringstaff will keep you constantly informed as to the performance of your lotterynetwork. And our well-established troubleshooting procedures will ensurethat if network problems do occur, they are resolved in the shortest timeand with the fewest number of steps possible.Network Monitoring ToolsOur integrated Network Management System (NMS) tools will performnetwork monitoring, protocol monitoring, and event recording. Thesetools show the status of the network, including data communications,and the functioning of all network circuits on the system. Further, networkmonitoring tools interface with and analyze protocols, view transactiondata for analysis, and create visual and/or audible alarms to warn of anyproblems, including an equipment failure at the Primary Data Center (PDC)or Backup Data Center (BDC), within the wide area communicationsnetwork, or at the retailer terminal level.Complete communications testing and network-monitoring tools will belocated at both the PDC and BDC. Our NMS tools include:• ES Connect Admin: A browser-based application that collectstransaction statistics and provides terminal status and configurationcapability. For example, the Terminal Down screen provides a list ofterminals that are not communicating with the host and tracks theamount of time a terminal has been “down.”In addition, GTECH Network management, operations staff at the DCA,and local operations staff will monitor the network using:• Hewlett Packard OpenView Network Node Manager(HPOV NNM): The industry’s most-comprehensivenetwork-management solution. Third-party evaluators rate HPOVas a leading network-management system performer. It won CMPMedia’s Intelligent Enterprise 2002 Readers’ Choice Award fordistributed systems management and a 2005 Codie Award fromthe Software & Information Industry Association (SIIA) in the“Best Systems Management Solution” category. HPOV NNM isthe most widely deployed solution in the market.• Hewlett Packard OpenView Operations (HPOVO): Amarket-leading, proven solution that “enables integration andcorrelation across multiple silos of traditional InformationTechnology (IT) information, providing a central console and pointof control.” HP has been consistently ranked among the worldwidemarket share leaders in distributed system management software.Using a service-driven approach to provide correlated root causeanalyses of IT affecting business, HPOVO is a single-pane-of-glassview for efficient network monitoring.Technology 3.1.3 – 51

• Wireshark: The successor to Ethereal is the world’s most popularnetwork protocol analyzer and the standard in many industries fordebugging and troubleshooting. Having a tool that automaticallydecodes GTECH’s proprietary protocols saves countless hours indebugging and troubleshooting. It is, therefore, a very useful andpowerful tool for anyone having to troubleshoot the network.• Intrusion Detection System: Using the Cisco Adaptive SecurityAppliances, NMS will be able to monitor access to our network andprovide the highest level of confidence that attempts to access ournetwork are blocked and properly reported.• WAN/LAN Firewall: Using state of the art WAN and LAN firewallsprovides a comprehensive portfolio of services that are customizedto intrusion prevention and content security.Network SecurityGTECH uses a layered approach to security to ensure that only authorizedusers access the network and to guarantee that only valid transactions arelogged. The base layer of our network security is composed of:• Proactive network management.• Intrusion detection.• Firewalls for stateful inspection of traffic.The support controls and procedures of our network devices will allowoperators to audit related network-device access. In addition, system logsare sent to a centralized SysLog server, which will record such events aslog-ins, configuration changes, and events.GTECH’s techniques, hardware, and procedures are approved by allmulti-jurisdictional associations of which the Illinois Lottery may be a partand are subject to Lottery approval.In-Store Enabling Technology (Retail Hardware)GTECH has stayed ahead of the industry by creating the Altura® Family ofTerminals in response to retailer’s changing needs and varied environments.Our terminals are built with scalable technology, open architecture and alibrary of peripherals making them adaptable to the varying retailenvironments and upgradable in a quick an easy manner.The Altura Family of Terminals supports a broad spectrum ofcommunications networks including VSAT, Cellular, Frame Relay and Radio.With experience deploying network solutions and terminals in more than80 lottery jurisdictions on all six continents around the globe, we areconfident the terminal choices that the Group brings to Illinois fromthe Altura Family of Terminals will be the best, most advanced in theindustry today.3.1.3 – 52 Technology

Altura GT1200We are pleased to propose our latest-generation Altura GT1200 retailerterminal. The Altura GT1200 was recently named 2009 Lottery Product ofthe Year in the category of New Retail Full-Service Terminals by the PublicGaming Research Institute.Figure 3.1.3 – 19:Technology 3.1.3 – 53

Figure 3.1.3 – 20:3.1.3 – 54 Technology

Proven TechnologyThe first Altura was shipped in 2000, and in that time we have deliveredalmost 330,000 units. The most current version, the Altura GT1200, wasfirst delivered in July of 2009. There are currently 17,000 Altura GT1200sinstalled in the state of New York, generating approximately $60 million inweekly sales. There are an additional 500 units deployed in North Carolina,and another 9,100 Altura GT1200s pending shipment. Retailers are alreadyexpressing their satisfaction with the Altura GT1200 in New York. WorldBooks is a retailer located two stories underground in New York City’s PennStation. This retailer also happens to be one of the best lottery locationsin the world, producing more than $9 million in annual lottery sales.“The machine is good, don't change ANYTHING!”– Response from Mr. Patel of World Books, New YorkLottery retailer, when approached for feedback on theAltura GT1200.The successful large-scale deployment of the Altura GT1200 with positiveretailer feedback demonstrates that it is ready to provide outstandingperformance for the most demanding retailers.The New York State Lottery recently evaluated retailer terminals submitted byGTECH (Altura GT1200) and a partnership between SciGames and Intralot(the Wave). After extensive performance and usability studies, the lotterychose the Altura GT1200 for numerous reasons, which included:• Memory quoted exceeds the need.• Sensitivity of screen worked well.• User interface was well laid out.Figure 3.1.3 – 21:Features and Benefits of the Altura TerminalsFeatureAltura GT1200optimized for theIllinois LotteryOpen systemarchitectureProventechnologyEase ofmaintenanceBenefit to the Illinois LotteryFaster reader, faster screens, and an 8.5-inch reader make the AlturaGT1200 an excellent choice for Illinois retailers. In addition, we’llcustomize the terminal to your unique requirementsOpen architecture means you have more choices in peripheral devicesThe Altura GT1200 is the latest evolution of terminal technology. It isbased on knowledge gained through research, consultation withretailers, and the experience of building, deploying, and maintainingmore than 736,000 Point-of-Access (POA) devices worldwideThe Altura family of terminals is designed with modular components,which makes it easy and quick to replace partsTechnology 3.1.3 – 55

Terminal SizeFitting the unique environments of the Illinois retailers such as conveniencestores, grocery stores, gas stations, and other retailer establishments, theAltura GT1200 fits comfortably in a variety of retail spaces; it will operate justas well in either a small or an open environment. The following table detailsthe sizes and weights of the Altura GT1200 and the AccuTherm Ultra printer.Figure 3.1.3 – 22:Altura GT1200, and Printer Sizes and WeightMeasureAltura GT1200TerminalAccuTherm Ultra PrinterBase Depth 18.9 inches 12.8 inchesBase Width 12.5 inches 6.6 inchesHeight 15.1 inches 9.2 inchesWeight36 pounds standardconfiguration6.5 pounds without paperFootprint 236 square inches 84 square inches**The additional footprint is eliminated with the printerstand because the printer rests of the specially designstand that is contained within the footprint of the terminal.As noted in the following figure, the compact Altura GT1200 consists oftwo separate modules, a base unit and the AccuTherm Ultra thermal printer.The base unit comprises four components:• The Contact Image Sensor (CIS) document reader.• The external 2D image bar code reader.• The flat panel touch screen monitor.• The controller which includes:- A motherboard.- An A/C universal input power supply.- A cooling system.- PCI Expansion.- A Liquid Crystal Display (LCD) assembly single interconnect.3.1.3 – 56 Technology

Figure 3.1.3 – 23:Integrated Design with Your Retailers in Mind: The Altura GT1200 is designedusing industry best practices, research with retailers, and our nearly 30 yearsof lottery experience that allows each component to complement the next.Environmental FitnessHaving deployed more than 329,000 Altura terminals worldwide,we encountered many environmental conditions, from the extremetemperature fluctuations in Minnesota to the intense humidity of Chile.The Altura GT1200 terminal was specifically designed to meet broadspectrum of environmental requirements.Technology 3.1.3 – 57

Electrical CircuitsThe Altura terminal runs on an 110V 15A electrical circuit. A typical GTECHlottery system, consisting of a terminal, printer, router and customer display,uses, on average, 1.5 AMPS of power, which is 1/10 the rating of a 15 A circuit.The Altura GT1200 terminal is rated for 100V-120V and 200V-240V AC,50-60Hz. The power consumption of the Altura GT1200 terminal is anaverage 58 watts operating in typical use conditions such as reading a playslip, and an average of 51 watts when the terminal is idle. The AccuThermSupreme printer adds 10 W and the Ultra printer adds 12 W to the powerconsumption at idle (when powered by the AC power receptacle on theback of the terminal).The Altura GT1200 terminal meets the surge requirements of IEC 61000-4-5installation class 3. In general terms, compliance with this standard meansthe device is protected against typical power line surges of up to 1,000volts line-to-line and 2,000 volts line-to-earth. This provides:• Significant protection from lightning strikes and other power surgeswithout a power strip or surge protector.• The benefit of increased retailer uptime and minimal inconvenience.As part of our Transition Plan, installers will work with retailers to scheduletimes that are most convenient and won't disrupt their businesses. Onceon site, they will work with retailers to ensure their equipment is situatedin the best possible location.Designed with Flexibility to Meet Your Future NeedsThe Altura GT1200 is designed to offer the flexibility you require. Ourexperience outfitting Altura terminals worldwide has shown us thatperipheral attachments on the retailer terminal are important to enhancingretailer and lottery functionality.Along with the interfaces for terminal features and peripherals, the AlturaGT1200 has eight additional, unoccupied (available) ports, positioning theretailer with a terminal that will easily support future expansion capabilities.Reading and Processing Serialized, Bar-Coded CouponsThe Altura GT1200’s 2D image-based bar code reader reads industrystandard 1D and 2D barcodes including UPC and serialized, bar-codedcoupons with bar code characteristics similar to those of Instant Tickets.As the Illinois Lottery rolls out new promotions that include bar-codedcoupons, this feature will be very important to both the Lottery and itsretailers. The 2D image-based bar code reader can support multiple barcode formats for coupons and other needs. New equipment will includeimaging readers capable of supporting PDF417 or 2D bar codes.3.1.3 – 58 Technology

Figure 3.1.3 – 24:Pivoting Bar Code ReaderFlexibility and Comfort: Sales associates can adjust the reader to just about anyposition. This provides greater comfort and easy adjustment between associates.First Read RateUnder normal operating and environmental conditions there are no factorsthat affect the accuracy of the reader. Our 2D image reader provides aread-rate of 99.9 percent first read rate under these conditions.Easy-to-Use Touch Screen GUIsThe Altura GT1200 combines several technologies (rugged LCD touchscreen technology and flexible software) to provide an extremelyeasy-to-use interface. The fonts, colors, and screen layouts are designedto make reading retailer messages, reports, and transactions (including listsof past transactions) a simple task.To provide retailers with the best-possible user interface, we redesignedour Altura GT1200 GUI leveraging our expert R&D team to help us applythe trends and best practices of the Information Technology (IT) industryand also utilized our own extensive retailer research. The result is a GUIwith features that are simple to use and allow quick access for selectinggame type and common multi-draw and wager amounts.Technology 3.1.3 – 59

Our GUIs automatically display the entire transaction a retailer or salesassociate is processing. When manually entering a game, the retailer seesa “build a ticket” feature on the game’s GUI screen as the sale is entered.This helps the sales associate see that they are entering the correct numbersand what the sale will be – and eliminates the frustration of cancellationsand adjustments.Illinois Lottery retailers will find our GUIs logical and straightforward tonavigate. For instance, the GUI display for every game remains the same,allowing retailers to learn the screens and become very adept at movingthrough transactions.Viewing AnglesRetailers have varying degrees of lighting, both natural and artificial, intheir stores. The high resolution and brightness of the Altura GT1200 screenallows for a clear display of easy-to-read fonts, detailed icons, and vibrantgraphics; all can be seen from a variety of distances and angles and undervaried lighting conditions.Figure 3.1.3 – 25:Retailer’s Choice: The various tilt settings and automatic contrast adjustmentsfit a wide range of viewing needs and will provide Illinois Lottery retailers witha terminal all sales associates will enjoy using.3.1.3 – 60 Technology

Play Slip ScannerAlong with placing wagers manually or other lawfully available methods,the Altura GT1200 accurately reads player-completed play slips for placingwagers and other gaming-relevant documents. We also designed a readerthat provides a first read rate of 99.9 percent.Figure 3.1.3 – 26:Selling Tickets Made Easy with the Altura GT1200Quick and Easy Sales: The AlturaGT1200’s document/play slip readermakes selling tickets a snap.Loading the play slip at the top of the terminal allows the player to viewthe operation ensuring their slip – the slip they handed to the retailer – isthe one that was fed through the reader.Play slip documents are easily inserted in any direction as long as they don’texceed the 8.5-inch width of the reader. If the play slip is incorrectly marked,it pops the document back out the top so the retailer can re-insert it withoutbeing confused about whether it was read or not.Rapid Feeding of Play SlipsThe Altura GT1200 can process play slips at a rate of 25 inches per second (ips).Jam-Resistant Reader – Retailer-Friendly DesignThe Altura GT1200’s design is retailer-friendly; your retailers will appreciatehaving little to no problematic paper jams, and the open paper path makesclearing any jam or non-readable document a breeze. In the unlikely eventof a jam, it can be fixed in less than three seconds by the retailer.Technology 3.1.3 – 61

Figure 3.1.3 – 27:Easy Open Paper PathNo Hard-to-Fix Paper Jams: On those rare occasions when there is a paperjam, retailers can open the paper path and clear any jams with one motion.It's that easy.Training ModeIllinois Lottery retailers can rely on the Altura GT1200’s training mode tosupport the typical high turnover of staff. With the words “Training Mode”across the screen and behind the buttons while the terminal is in trainingmode, the status area of the screen clearly indicates training mode status.In training mode, all training activity actually takes place on the onlinesystem and is recording in the ESTE. Training mode simulates alltransactions allowed without updating production files, such as the winnersfile, etc. The training mode is always available and is updated prior to eachnew game start.Help ScreensThe Altura GT1200 terminal also includes Help screens. These includefrequently asked questions and answers. They also display contact phonenumbers, should a retailer need to speak with someone concerning his orher equipment or account.3.1.3 – 62 Technology

Retailer MessagingThe Altura GT1200 will provide extensive messaging options to ensure yourretailers receive important information such as special Lotteryannouncements, game and drawing information, system status updates,etc. All terminal messages are easily accessible from a single button ormenu item on the Retailer terminal.Trim KitThe Altura GT1200 terminal will be provided with custom graphics that goalong with the rebranding initiatives of the Group.Altura GT1200 CompactConfidential material begins here.Technology 3.1.3 – 63

Confidential material ends here.3.1.3 – 64 Technology

Compact Validation Terminal (CVT+)As part of our Altura Family of Terminals, our Retailer Compact ValidationTerminal (CVT), weighing just over one pound, will allow the Lottery toexpand into retail locations where counter space is at a premium. Everyretailer has different needs, particularly potential new retailers that areunfamiliar with traditional lottery equipment. The CVT+ is thesmallest-footprint terminal in the industry.The CVT+ is the smallest-footprint terminal in the industry.The CVT+ is extremely compact, but it provides all of the same functionsand features (minus a play slip reader) as a full–size terminal, including:• Sales (manual and Quick Pick).• Validations.• Provision for manual entry of play slips.• Instant Ticket inventory.• Ability to print on lottery-grade paper.• All retailer reports.All of these functions are available in a terminal that measures just8.27 inches (21 cm) long x 3.74 inches (9.5 cm) wide x 2.95 inches (7.49 cm)high – about the size of a small milk carton. Because this machine is sosmall, it will enable you to expand into stores where you currently donot have a presence. This terminal would be ideal for locations that areinterested in selling primarily from self-service devices such as gas stationkiosks, or at temporary locations or trade shows. Because the CVT+ terminalprovides an online solution for small niche businesses such gas stationkiosks, it makes the perfect solution for expansion.Figure 3.1.3 – 30:The Retailer CVT+ TerminalConvenience in the Palm of YourHand: Small in size but big in value,our CVT+ terminal validates Instantand Online Tickets without taking upretailers’ valuable counter space.Technology 3.1.3 – 65

We have deployed more than 24,000 specialty lottery terminals similar tothese with the Spanish lottery ONCE, and in Switzerland, Chile, Trinidad &Tobago, and Guatemala.The addition of the AccuTherm Supreme printer will allow the use oflottery-grade paper stock to print online tickets. It’s the ideal solution forchain stores that may be willing to sell Lottery through self-service terminalsbut don’t have the counter space for full-sized online terminals.Peripherals17” LCD for ESMMThe Lottery will enjoy more advertising possibilities with the 17” LCD thataccommodates Enterprise Series MultiMedia (ESMM) as well as the abilityto operate monitor games at retail locations.Self-Service Validation: Ticket-ScanOur Ticket-Scan device can safely and securely check tickets. Ticket-Scanallows players to check their own online and scratch-off tickets for winnersand prize winnings.MessagingThe Vacuum Fluorescent Display (VFD) at the top of the Ticket-Scan clearlyindicates if a ticket is a winner (or an error has occurred), and, to preserveplayer privacy, it does not indicate dollar amounts.In fact, the 2- by 20-character VFD allows retailers to display a variety ofmessages, including, but not limited to, “Winner,” “Not a Winner,” “Claimat Lottery,” “Try Scanning Again,” etc. The VFD can show a single-line ortwo-line message of up to 20 characters.Carmanah Jackpot SignWith Carmanah’s wireless updatable jackpot signs, jackpot data can be sentdirectly from the Altura GT1200 terminal via a standard USB connection tothe signs transmitter. Once the information is transferred from the AlturaGT1200 to Carmanah’s USB utility, the data is then wirelessly transmittedto the sign via secure, encrypted data. Up to three jackpots can be displayedper sign and many signs within a 100 foot area can be remotely updatedat once.External KeypadOur experience with the use of external keypads and touch screens is thatonly an ergonomically mounted design will facilitate two-handed entry – afeature many of the highest-volume Illinois Lottery retailers demand. Withthe external keypad, you will have the best of both worlds: a cutting-edgetouch screen with a custom-designed Graphical User Interface (GUI), andfull-travel keypad for manual entry.3.1.3 – 66 Technology

Instant Ticket Dispensing Machines (ITDMs)Gemini Ultra & Gemini InstantThe Gemini Ultra is a new generation player-activated sales terminal thathas the ability to print online tickets and sell instant tickets. For trueflexibility, the machine can start out as an instant-only machine (GeminiInstant) and then be upgraded to sell online games as well (Gemini Ultra).This newly patented ITDM has a modern design and expands on our provenITDM push-button solution by using push buttons for both online andinstant ticket sales. The Gemini Ultra is a full-size machine that sells instant(24 bins) and online games using six “Quick Pick” push buttons, plus it hasa built-in ES MultiMedia (ESMM) advertising screen.The Gemini Ultra also has 1 GB flash memory and 1 GB dram memory.The Gemini comes with a base black cabinet which will be customized with agraphical trim kit designed with the Lottery rebranding campaign of the Group.A photograph of the Gemini Ultra is provided in the following graphic.Figure 3.1.3 – 31:ITDM InnovationTechnology 3.1.3 – 67

The new Gemini Ultra provides many benefits to the Illinois Lottery as shownin the following table.Figure 3.1.3 – 32:The Many Features and Benefits of the Gemini UltraFeatureModern, original design and authentic,concave door stylingIndustry’s narrowest (width) full-sizedispensing machineLarge one-touch/Quick Pick OnlineGame push buttons with unique cloverleaf design (static game displays andbuttons)Large Instant Ticket push buttons withintegrated price displayIntelligent Quad Burster that acceptsfirmware downloads from the EScentral systemAdvanced technology platform basedon the Altura Family of TerminalsBill acceptor downloads from thecentral systemIntegrated ESMM display in top frontdoor panelOptional Integrated merchandisingtopper display:• Securely fits on top of themachine• Three-sided display surface (front,two sides)Benefits to the Illinois Lottery• The new industry modern standard• Fresh/youthful design direction, influenced by theRhode Island School of Design• Leading the way, not copying others• Attractive to new playersFits into smaller retail openings where space is at a veryhigh premium• Immediate Online Game recognition• Unique button design elicits strong “call to play”• Flexible number of buttons (4,5,6)• Field upgradeable number of buttons (from 4 to 5 to 6)Generates impulse play• Increased machine uptime• Decreased field service costs• Fast, increased content processing power• Increased sales potential• Rapid updates of new currency notes• Decreased field service costs• Great modern look that retailers prefer• Player awareness and Lottery promotion tool• Option at the time of order• Colorful means to increased Lottery merchandisingand branding• Allows players to see the machine from a greaterdistance away3.1.3 – 68 Technology

FeatureLarge color player touch screendisplay – and also acts as a touchscreen for retailers and FSTs onceinside the machineBenefits to the Illinois Lottery• Bright display keeps players informed during play• Eliminates need for a physical keypadPlay slip reader (allow 4.5” slip width) • Allows for playing any available Lottery via aplayslip entry2D bar code reader • Ticket checking, ticket validation• Facilitates player/loyalty card use• Allows for using electronic cards for ticket purchases• Age verification via 2D barcodes on drivers licensesFront-mounteddoor locking mechanism• Easier to open for operators• Fits into narrower openings• Eliminates T-Handle, which makes it easier forauthorized personnel to access inside of cabinet.Large, lighted ticket-retrieval area • All tickets and vouchers fall in the same area• Easier to retrieve tickets when darkSeparately locked storage, electronics,and Instant Ticket draw areas• Retailer convenience, safety, and securityLess Work for RetailersFor retailers, managing the Gemini will be easy. It has the same capabilitiesas a traditional retailer terminal. This 6.5-inch diagonal touch screen allowsplayers to provide answers to questions via simple yes/no buttons and forretailers to perform important tasks such as game loading and reportprinting quickly and efficiently.Upon opening the front door, the retailer enters his or her password on thetouch screen, allowing access to all machine management functions. Touchscreen functionality is available only to the retailer and Field ServiceTechnician (FST) when the front door is unlocked and open. The touchscreen menu is simple, intuitive, and easy to use, especially when comparedto our competitor’s nested keypad menu screens.Instant Ticket Pack ManagementOur patented SmartLoad Plus dispensing system is designed specifically tomake loading Instant Tickets into Gemini as quick and simple as possiblefor retailers. In fact, with SmartLoad Plus, loading a pack of tickets into aticket bin takes about 30 seconds.Technology 3.1.3 – 69

Loading with SmartLoad PlusEntry of correct ticket size and price information is critical to a successfulITDM program. Gemini features a quick and easy way to avoid data entryerrors. The first time a retailer loads a brand-new Instant Game into theGemini, he/she enters the ticket information for the game using the touchscreen inside the cabinet. The retailer is then prompted to enter the numberof tickets in the pack, the price of the tickets, and the size of the tickets.Once entered, this information is stored in the database and never needsto be entered again. For reloads of the game, the retailer just scans the barcode on the pack of tickets with the handheld reader and then confirmsthe information is correct. The entire process takes less than 30 seconds.There's no need to reenter the ticket information, because it's already inthe ITDM database. SmartLoad Plus simply recalls all the game's parametersfrom the database each time a pack is reloaded.The simplicity of this process pleases retailers and significantly reduces clerktraining and associated labor costs. That means busy retailers can confidentlyassign their clerks to the task of loading tickets into the machine.Security and ReliabilityGemini is built with security and durability in mind. To ensure security, GeminiUltra has a 14-gauge steel cabinet to ensure it is secure in the retailenvironment. The Instant Ticket display windows and online game buttonsare constructed of an impact-resistant Lexan material. Lexan provides a highlysecure and extremely durable environment that resists breaking, shattering,scratching, theft attempts, intrusion, and accidental damage. Players will notbe able to press one button and accidentally get the wrong game.In addition, a chain can be looped through the integral feet of Gemini foradded security. The machine can also be anchored to the floor from theinside. These two enhancements will help keep the machine secure in anyretail environment. The ticket retrieval area is also reinforced to stop theftattempts and has been enhanced to allow for smoother ticket dispensing.Audible Alarm SystemLike the current EDSQ ITDM, as an additional security feature for retailers’peace of mind, the Gemini is equipped with a triple-alarm system. Audiblealarms sound to alert retailers should the machine lose its AC power,experience a “tilt” condition, or be subjected to unauthorized entry. Thetilt/shock alarm and power loss alarm will sound until disarmed by a manualon/off switch. The dispensing machine will return to its previous conditionprior to the power outage (when AC power is restored) or tilt. The110-decibel alarms are easily heard above normal store noises and within15 meters of the dispensing machines.3.1.3 – 70 Technology

Details on the Gemini’s three alarms are as follows:1. Tilt/Shock Alarm: The tilt alarm incorporated into the Gemini sets offa 110-decibel alarm if anyone tampers with the machine. This alarmoffers more protection than simple tilt alarms, because the alarm istriggered not only by an actual tilt but also if the machine is hit or shaken.To disable the alarm, the retailer must insert a key into the lock, openthe main door of the machine, then reach into the main ticketcompartment and flip a concealed switch.2. Power Loss Alarm: This alarm system activates if an intruder tries tounplug the machine. A self-contained “power fail” alarm will sound, alsoat 110 decibels. As with the tilt/shock alarm, the retailer must unlockand open the main door of the machine, then reach into the main ticketcompartment and flip a concealed switch to disarm this alarm.3. Open Door Alarm: In order to gain entry to the inside of the machine,an authorized retailer must access the retailer menu screen, enter aspecial password, and hit the Door Open icon on the touch screen.Failure to follow this procedure sets off a 110-decibel alarm that canonly be cancelled by using the correct entry procedure. Each time themain door is opened and remains open, the alarm system activates. Ifthe main door remains open after 90 seconds of keypad inactivity, thealarm sounds again as a reminder to the operator that the machine is inan unsecured state. This alarm remains in an active state until theoperator properly secures the main door.Upgraded BursterThe Quad Burster mechanism provides a smooth, jam-resistant ticketseparation and dispensing action. It is the only proven technology for cleanand reliable separation of individual tickets. Competitors’ solutions havenot held up. The bursting technology dispenses more than 2 billion InstantTickets annually from more than 400,000 bursters in the field.Waterfall DoorThe Group is committed to providing the best devices available to ourcustomers and players, and that includes ongoing improvements to theGemini. A new waterfall door was added to the inside cabinet that isespecially important to the reliability of the machine. This door is locatedbetween the ticket windows and the Burster and is designed to reducestatic, which can impede ticket dispensing. Other vendors incur problemswith static build-up and have to wipe the inside of the cabinet with ananti-static cloth.Data StorageData is continuously stored with Gemini over its lifetime. Using the lifetimesales report, data is always on hand for tracking and reporting purposes.Additionally, Gemini stores data on a fiscal, quarterly, monthly, weekly, anddaily level for reporting convenience.Technology 3.1.3 – 71

Backup Power SupplyIn the event of a power loss, the battery-backed Static Random AccessMemory (SRAM), which is incorporated into Gemini, will save, retrieve, anddisplay information (such as player credits, inventories, and salesinformation) stored in the vending machine.Enterprise Series MultiMediaIntegrated into the top of the front door of the Gemini Ultra is a monitordisplay that is ESMM-capable. The ESMM advertising display provides a goodopportunity to reach Illinois Lottery players at the point of sale. This is alsoan easy and cost-effective way to showcase your logo across all your retaillocations without investing in new static POS signage. It’s a great newway to educate players about exciting news, such as the latest games,promotions, high jackpots, winner awareness, and winning numbers. It’s alsoan excellent opportunity to encourage impulse play of the Lottery games.Coin and Bill AcceptorThe JCM Corporation currency acceptor used in our Gemini Ultra can acceptbills in denominations of $1, $5, $10 and $20. The currency acceptor canalso be easily updated to accept any new versions of paper currency thatthe government is planning to introduce and includes a reprogrammablecapability that enables quick, easy updates.Preventing Underage PlayWe recognize that, with the popularity of self-service lottery play on therise, it’s an increasing challenge to deter play by individuals under the ageof 18. The Group fully understands and appreciates the high priority theLottery places on protecting underage individuals.To promote responsible gaming and prevent underage play, our solutionprovides for the use of a bar code reader to accurately validate a player’sage using, for example, licenses among other methods Gemini supportsthat have age information stored on the card. Most recently, a member ofthe Northstar Lottery Group developed age-verification self-servicevalidation solutions for the North Carolina Education Lottery and theHoosier Lottery in Indiana. We are also working with several large Europeanlotteries such as Finland, Spain (ONCE) and Le Francais Des Jeux toimplement age verification on their self service devices. Aside fromtechnology controls used to support age verification, we incorporate bestpractice guidelines into our solutions to prohibit Lottery sales to those whohave not reached legal age.The following are examples of other Gemini age verification best practices:• Bright and clear graphic labeling that identifies the mandatory agerequirement to play.• Use of scrolling LED and monitor display messages, which reinforceage requirements.3.1.3 – 72 Technology

Remote ControlRetailers can discreetly, quickly, and easily disable the Gemini remotely.Giving retailers the ability to monitor the Gemini and stop players whoappear to be underage from using the machine is another benefit to theLottery and an added security feature for retailers. Gemini is also equippedwith a remote on/off mechanism. The remote transmitters use RadioFrequency (RF) signals and are immune to any line-of-sight obstructions.The device has a tested minimum range of 30 meters and may typically beused for a working range of 45 meters or more.Connection to the Central SystemGemini is very advanced in part because it is connected directly to thecentral system (ESTE). With a direct Ethernet connection to thecommunications network, real-time ITDM reports and alerts are stillavailable to retailers through their traditional online terminals. Retailershave immediate, real-time access to important actionable information anderror messages, such as:• Empty and low ticket bins.• Cash box full.• Ticket bins jammed.• Paper stock low.• Paper stock out.• Online printer status.Important information from the self service Gemini will be sent to the centralsystem, logged, and made available for use. The Group can set parametersdefining what information is made available and to whom. While Geminifeeds information to the central system on a continuous basis throughoutthe day, retailers will also get immediate alerts at their online terminals.Also, because the Gemini is an online lottery terminal with the samereporting capabilities as the Altura® GT1200 terminal, all sales andinventory reports pertaining to the Gemini will be available in real time toboth retailers and the Lottery. These design efforts reflect deliberate TotalCost of Ownership reduction by relying on the proven POS architecture totruly make it a “family” of solutions based on a common architecture.Printer for Receipt PrintingGemini is equipped with the AccuTherm Supreme kiosk ticketprinter/presenter to allow for printing online tickets and reports. Thethermal printer is similar to the retailer terminal printer and is capable ofprinting bar codes, alphanumeric text including characters, and bit imagegraphics. No ink cartridges or ribbons are required, which makes operationsimple. The high-speed printer can print reports and tickets in a matter ofseconds. The printer, located inside the locked cabinet, can send errorcodes to the central system, including “paper low” and “paper out.”Technology 3.1.3 – 73

Self-Validation of Instant and Online TicketsA conveniently built-in 2D reader on the Gemini is available to allow playersto check their tickets allowing a retailer the possibility to place the unit inan unmonitored area. The player can scan their instant or online ticket viathe 2D barcode reader and decide to either obtain a voucher to get cashat the retailer or take “winning credits” and apply them to the Gemini Ultrafor further instant or online games to be purchased.Expanding on Success with GeminiNew points of distribution have been opened with self service equipment.The Gemini will continue on that successful path to open up more retailtrade styles and Lottery points of sale. The Group is confident that thelatest-generation ITDM, Gemini, will continue the tradition by opening newdistribution points in the State of Illinois.Confidential material begins here.3.1.3 – 74 Technology

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3.1.4Online and Internet Product InnovationTable of Contents3.1.4.1 Situational Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.4.2 Proposed Online Portfolio Enhancements . . . . . . . . . . . . . . . . . . . . .6Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Extensions to the Multi-State Jackpot Game Category . . . . . . . . . . . 7Enhance Current Games. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Develop Brand-New Online Games . . . . . . . . . . . . . . . . . . . . . 20Promotion “Bonus Month” . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Further Initiatives to Develop the Market . . . . . . . . . . . . . . . . . . . 263.1.4.3 Timetable of Online Product Innovation . . . . . . . . . . . . . . . . . . . . .263.1.4.4 Internet Pilot Program and Beyond. . . . . . . . . . . . . . . . . . . . . . . . .28Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28Phase 1– Leveraging the Internet Pilot Program . . . . . . . . . . . . . . 28Games. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29Player Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35Digital Alliances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .44Integrity and Responsible Gaming . . . . . . . . . . . . . . . . . . . . . . . .46Phase 2 – Post-Pilot Evolution . . . . . . . . . . . . . . . . . . . . . . . . . . 47Enhancing the Games Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . .47Phase 3 – Future Gaming Opportunities. . . . . . . . . . . . . . . . . . . 493.1.4.5 Additional Potential Online Product Innovation . . . . . . . . . . . . . . . .513.1.4.6 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .593.1.4.7 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .60Online and Internet Product Innovation 3.1.4 – 1

3.1.4.1Situational AnalysisThe Illinois Lottery generated average weekly per capita sales of $1.47in 2009, which ranked it in the second quartile, or 16th among U.S.lotteries for total online per capita sales. While online sales performanceof Pick 3, Pick 4, combined Mega Millions/Powerball, and raffle games allincreased in FY2010, several factors – household income, demographiccharacteristics, and propensity-to-play research – support the conclusionthat the Illinois Lottery is capable of performing within the first quartile foronline sales.Much of this gap can be explained by operational constraints the Lotterycurrently faces:• An insufficiently penetrated retail network.• A limited advertising budget.• The absence of a monitor game for social establishments, whichin some other states represents a significant portion of onlinemarket growth.After enacting the best practice recommendations in the following plan,the Group expects that the Illinois Lottery will rank among the highestperforming (excluding monitor games) and most respected lotteries in theU.S. industry for online game sales, namely, New York, New Jersey, Georgia,and Pennsylvania.Figure 3.1.4 – 1:3.1.4 – 2 Online and Internet Product Innovation

Operating within the highest standards of responsible gaming, the plan foronline products was developed to:• Improve players’ experience.• Attract new customer segments.• Responsibly increase Lottery net profit.The following figure highlights the opportunity to grow sales between50 percent and 110 percent in Illinois. It compares Illinois per capita saleswith the U.S. average for per capita sales of online games. Per capita salesof peer states and other U.S. best practice jurisdictions are also shown.Figure 3.1.4 – 2:A substantial portion of the gap between Illinois current online sales andsales of peer and best practice states is due to the fact that Illinois currentlydoes not offer keno, which is a proven and significant driver for sales growth.(In the previous figure, bar chart portions marked with dotted lines portraykeno sales.)Online and Internet Product Innovation 3.1.4 – 3

Average weekly per capita performance of individual games in 2010 variesdepending on the product. The next figure compares the weekly per capitasales of Illinois Lottery online games to other U.S. lotteries’ games.Figure 3.1.4 – 3:A summary of the previous figure reveals the following data:• Little Lotto: The eighth best cash lotto game in the country out of39 states at $0.16, though it suffered a decline in FY2010.• Total multi-state jackpot game sales (Mega Millions and Powerballcombined): Currently 22 nd of 44 states at $0.43, with strong initialsales levels of Powerball.• Numbers games: Second quartile sales of Pick 3 and Pick 4.• Lotto: Currently 17 th of 39 states at $0.14.In terms of product innovation and game changes to its portfolio, theIllinois Lottery has been active. Since 2000, the Lottery has made 67 gameadditions, modifications, or deletions to its online portfolio, including themany changes to the Pick ’n Play product line. The following figure listsonline game changes the Lottery has made in the last three years.3.1.4 – 4 Online and Internet Product Innovation

Figure 3.1.4 – 4:History of Changes to Illinois Online GamesSome of these changes have proven to be very successful. Among the mostsuccessful innovations were:• The Powerball launch, occurred at the end of January 2010. Weeklyaverage combined sales of Powerball and Mega Millions are up40 percent over prior Mega Millions sales at comparable jackpotlevels. Approximately 16 percent of Powerball sales are representedby Power Play, ranking Illinois fourth among the 11 Mega Millionsstates that added a Powerball cross-sell.• The introduction of Megaplier, at the end of May 2010. Since itslaunch, Megaplier has generated 9 percent of total Mega Millionsales. While Megaplier represents a smaller portion of overall gamesales than Power Play does of Powerball sales, its performance is inline with other states that launched the add-on feature after thelaunch of the base game.• The Raffle category, introduced in 2007. Illinois has had remarkablesuccess in the raffle category. Illinois is one of the few states that areable to run two raffles per year and sell out both within the first30 days.Other game introductions, such as Pick ’n Play games and Extra for Pick 3and Pick 4, were later discontinued.Online and Internet Product Innovation 3.1.4 – 5

Looking at the comparative performance of each game, we havedetermined that the optimal range of portfolio modifications shouldaddress the following:• Multi-state games (Mega Millions and Powerball): Enthusiasticresponse to Powerball has drawn new attention to the broadlypopular jackpot game category. Continued focus on these gameswill grow playership and sales of these games even further.• Little Lotto: This high-performing game has the potential to reverseFY2010 sales decline through greater awareness and productenhancement.• Lotto: Sales are being cannibalized by Powerball, which is to beexpected. We propose a plan to review and modify the game inthe context of other jackpot game portfolio activities.• Pick 3 and Pick 4: These are solid, second quartile games with adevoted player base. These regular players should be rewardedthrough regular promotions that give away extra prizes, becausedrawing new players to these games would be more expensive anddifficult than drawing players to other games.• New games: There is room in the portfolio for new games thataddress new players and offer new rewards and experiences.Confidential material begins here.3.1.4 – 6 Online and Internet Product Innovation

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3.1.4.4Internet Pilot Program and BeyondIntroductionWe propose a clear, strategic approach to explore how best to develop theInternet channel for the Lottery and to expand the reach of an Internetchannel offering over time to create new gaming entertainment experiences.Confidential material begins here.3.1.4 – 28 Online and Internet Product Innovation

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3.1.5Instant Product InnovationTable of Contents3.1.5.1 Situation Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2Prize Structure by Price Point . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Product Line Ingredients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.1.5.2 Proposed Portfolio Enhancements . . . . . . . . . . . . . . . . . . . . . . . . .22Product Plan (Instant Ticket Product Portfolio) . . . . . . . . . . . . . . . . 22Portfolio Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Detailed Five-Year Introduction . . . . . . . . . . . . . . . . . . . . . . . . . 24Price Point Summary and Attributes . . . . . . . . . . . . . . . . . . . . . . .24Unclaimed Prizes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27Game Design, Payout Structure and Pricing. . . . . . . . . . . . . . . . . .27Platform Development. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 283.1.5.3 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .293.1.5.4 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30Instant Product Innovation 3.1.5 – 1

3.1.5.1Situation AnalysisFrom FY03 to FY09 in the U.S., instant products grew almost 50 percent,slowing to a nearly flat growth rate from FY08 to FY09. As a percentage oftotal business volume, the instant category has grown from 49.9 percent inFY03 to 57.2 percent in FY09. This growth is the result of many factors,including new players, multiple game offerings, payout increases, andmovement into higher price point games, all of which have resulted in ahigher average selling price.Figure 3.1.5 – 1:U.S. Lottery Sales by Game, 2003-2009Despite the U.S. economic situation and its impact on consumer spending,lottery sales have continued to grow in many jurisdictions, including Illinois.From FY 2004 through FY 2009, Illinois experienced a growth pattern inline with the total U.S. market:• Instant ticket sales grew 47.4 percent.• Online and instants combined grew 23.1 percent.As shown in the following figure, Illinois is still positioned 19 th in the U.S.with average annual sales per capita of $87 versus average annual sales percapita of $194 for the top 10 jurisdictions. In terms of sales mix (instant/totallottery sales), Illinois has a lower proportion (54 percent) than otherjurisdictions (U.S. average 60 percent; top 10 average 64 percent).3.1.5 – 2 Instant Product Innovation

Figure 3.1.5 – 2:FY2009 Instant Sales Per Capita and Total MarketSource: LaFleursInstant Product Innovation 3.1.5 – 3

Figure 3.1.5 – 3:Illinois Lottery Sales by GameThis analysis combined with our experience supports our belief thatthere is still great potential for instant lottery growth in Illinois. Furthermore,fun instant games is one of the ways Northstar plans to expand thecustomer base.The Georgia Lottery is second in the U.S. in payout levels and per capitainstant game sales. Payout optimization is an optimal way to provide greaterexcitement to players while maintaining an appropriate balance ofresponsible gaming. The Georgia Lottery also enjoys one of the highestbrand equity quotients of any lottery worldwide.The following figure represents the relationship between payout and percapita profit. Clearly, the top 10 states in the U.S. pay out an aggregatepercentage of 69.9 percent on their instant games while the remaining32 states pay out 64.8 percent. Yet the annual per capita profit for thetop 10 is $58.5 while the annual per capita profit for the remaining 32 isonly $26.4.Illinois, while having a payout equal to the U.S. average (67.2 percent), hasa profit per capita 18 percent lower than the national average ($28.40 vs.$34.60). In the following pages, we discuss the current situation in Illinois,specifically addressing the following items:• Prize structure by price point.• Product positioning.• Number of games, size of games, and introduction cycle.• Distribution network.• Promotion.3.1.5 – 4 Instant Product Innovation

Figure 3.1.5 – 4:Higher Payouts Lead to Higher ProfitsInstant Product Innovation 3.1.5 – 5

Prize Structure by Price PointPrize payout and prize structure are important variables that contribute tothe success of the instant ticket product category. Determining where todistribute the money − by price point, game, and theme − to deliver theentertainment and excitement that players respond to is where science andart converge to appeal to the widest base of players.A good payout and effective prize structuremake a difference.We have analyzed prize structures on every price point to confidentlypropose a solution that will help to responsibly stimulate growth. In thefollowing pages, we compare your recent prize structures to those of arange of strong instant game states. By taking averages of games launchedin FY09, we can see the strengths and weaknesses of various directions andwork with you to structure your games for optimum success.Confidential material begins here.3.1.5 – 6 Instant Product Innovation

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Product Line IngredientsAssessing the overall health of the product line and correct productpositioning within the portfolio to maximize the opportunity for eachare critical to demand. A healthy product line should satisfy a spectrumof games strongly differentiated from one another and highly promotableat multiple price points. This approach appeals to the widest audienceof players.Confidential material begins here.Instant Product Innovation 3.1.5 – 11

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Confidential material ends here.Detailed Five-Year IntroductionOn the following pages, we outline our recommended Game Plan for thefirst five years of this agreement. It is difficult to predict how market changesand player preferences will dictate the specifics of the plan beyond the firstyear. However, this five-year plan (and summary information for years 6through 10) will provide the Lottery with an idea of the potential we see inthe business and the direction in which we see the business going. Throughongoing monitoring and analysis, we would monitor the effectivenessof the strategy weekly and recommend any changes that we feel wouldpositively affect your business. For example, a wider gap betweenintroductions with even bigger game sizes might be appropriate at sometime in the future.Confidential material begins here.3.1.5 – 24 Instant Product Innovation

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Confidential material ends here.Game Design, Payout Structure and PricingThe Game Planning Matrices appendix, which is located behind theAppendices tab, presents our monthly launch schedule of instant ticketgames for the first five years of the contract.The Instant Ticket Product Profiles insert presented on the following pagesummarizes the Northstar Lottery Group’s product philosophies regardingthe instant ticket category.Instant Product Innovation 3.1.5 – 27

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3.1.6LogisticsTable of Contents3.1.6.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33.1.6.2 Printing – Game Production Methodology . . . . . . . . . . . . . . . . . . . .3Game Design/Working Papers Development and Execution . . . . . . 4Game Programming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Prepress. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Printing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Shipping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Game Production Timeline . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83.1.6.3 Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Telemarketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9Predictive Ordering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Consumables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Training. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.1.6.4 Warehousing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12Warehouse Security. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Receiving New Instant Tickets From the Factory . . . . . . . . . . . . . . 12Instant Ticket Storage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Pick n’ Pack and Order Fulfillment. . . . . . . . . . . . . . . . . . . . . . . 13Return Ticket Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13End of Game Reconciliation and Secure Ticket Destruction . . . . . . 14Training. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Logistics 3.1.6 – 1

3.1.6.5 Inventory Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Using Sophisticated Tools and Experience to Control Inventory. . . . 163.1.6.6 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163.1.6.7 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173.1.6 – 2 Logistics

3.1.6.1IntroductionTo support our planned growth for the Illinois Lottery’s instant ticketprogram, the Northstar Lottery Group (the Group) will work closely withits partner, Scientific Games International (SGI) for the development andproduction of instant tickets. SGI will also set up and operate the instantticket warehouse, which will be located in the greater Chicago area.SGI will be responsible for all aspects of operating the instant ticketprogram, including creating orders for each retailer, packing the orders,ensuring their prompt delivery and performing all associated inventorycontrol activities.This section of the Final Business Plan presents the processes that will befollowed to produce and deliver proven and secure instant ticket games tothe people of Illinois.SGI is the leading manufacturer of instant tickets in the world. They areeither the sole or the primary supplier for 14 of the 15 largest instant ticketprograms in the world, including the Illinois Lottery. SGI’ s instant ticketmanagement program (Cooperative Services Program or CSP) administersand manages instant game operations that provide a comprehensive suiteof services for more than 200,000 retailer selling points worldwide. Withsales of more than $10 billion in instant tickets in FY09, the company’sCSP customers have experienced dramatically positive results, includingimproved on-time delivery, expedited retail ticket order fulfillment, andthe elimination of ticket inventory shortages. Most important, utilizationof sophisticated and proven CSP processes has helped customers of SGIrealize sales growth that significantly exceeds the overall industry average.3.1.6.2Printing – Game Production MethodologyIn this section, Scientific Games details its state-of-the-art, world-classproduction techniques for printing scratch tickets with a focus on thefollowing critical areas:• Game Design: More than 70 game design professionals worldwidewith greater than 700 years of lottery game development experience.• Working Paper Development and Execution: Advanced toolensures error-free Working Papers development.• Game Programming: Highly secure, object-oriented systemsdeveloped since 2000.• Prepress/Production Control: All critical functions managedin-house.• Printing: Eleven high speed presses worldwide of which two(commissioned in 2009) are the newest in the industry.• Packaging: Largest number of high-speed integrated finishing linesin the industry.• Shipping: Logistical and racking systems to speed staging andprovide consistent, on-time delivery of product.Logistics 3.1.6 – 3

Game Design/Working Papers Developmentand ExecutionInstant game development begins with the Regional Director, Karen Harris;Account Executive, Katie Gerst; and Lead Graphic Designer, Anna Rigby.All of SGI’s designers have a solid understanding of all game play actions,game marketing requirements and the value of adding specific printingtechniques and features (e.g., metallic and fluorescent specialty inks) toa game to add to its appeal. In addition, they are completely familiarwith each press and all production security methods and requirements.SGI’s worldwide design team offers nearly 700 combined years of totaldesign experience.SGI’s’ expertly honed game design and Working Papers developmentprocedures outlined below define the creation, revision and schedulingof artwork. The process begins with the creation of concept art, itsdevelopment, revisions, and the procurement of trademarks, quality checksand production approval. This leads to the development of Working Papers,including prize structures, internal reviews and revisions prior to theirrelease and approval of the Northstar Lottery Group and the Illinois Lottery.Once revisions are implemented, the Working Papers are executed,scheduled and prepared for pre press.The most important adjectives to remember about SGI’s electronicWorking Papers process are:• Flexible: SGI has even more formatting flexibility than before withthe development of the new Working Papers application.• Efficient: SGI’s customer service department provides efficiency,increased accuracy and fast turnaround.• Fast: Working Papers are electronically distributed for fasterturnaround and more secure version control.• Accurate: Working Papers are integrated into the marketingforecasting system and the press scheduling system.Our Game Development process is illustrated in the following figure.3.1.6 – 4 Logistics

Confidential material begins here.Confidential material ends here.Game ProgrammingFor 37 years, SGI has continually demonstrated the expert capabilityrequired in the discipline of game programming. In September of lastyear, SGI became the first scratch-off game vendor in the industry tobe assessed and approved by QAS International and thereby becomeISO 27001:2005-certified for this critical component in the instant ticketgame development process. This certification applies to SGI’s GameProgramming administration, systems operation and information securitymanagement for instant ticket game development and operation.The primary technical objective of the Game Programming team at SGI isto develop game software that accurately and securely produces instantticket game data. Historically, this team has supported the Illinois Lotteryin its endeavors to provide new ways to play instant tickets by helping guideconcepts to execution. The procedures below ensure that game relatedproduction software produced by the Game Programming Departmentmeets all requirements for game-related data files and reports required byQuality Assurance, Game Review, external auditors, and production.Logistics 3.1.6 – 5

The Game Programming Department consists of three units: GameProgramming, Operations and Game Review. This procedure outlinesthe game development process and applies to how the Game ProgrammingDepartment is involved in both pre- and post-production processes.First, Customer Service initiates a new game by submitting a set of WorkingPapers for review. In the Game Programming Department, the review isperformed by the Game Review group. The Working Papers are reviewedfor programmability and auditability. When notification is received that agame has been executed, programming begins.Programming of each game consists of four tasks: Generation, Audit,Conversion, and Validation. The outputs of these tasks are used to produceimager files, reports for review, and validation files. Review of each gameis extensive; to achieve approval of a game, various aspects of programmingare reviewed by two separate game review personnel as well as an outsideaudit firm.Pre-press data file production begins after all game-related software isreleased to Operations and approval has been received from Game Review.Once the software is copied to the production system and external auditreports have been produced and approved, the data files are placed on theserver for use by the presses.Post-press activities include, at a minimum, preparation of all requiredvalidation reports and data files. The data files are formatted and loadedonto the validation system and then audited. Data backup is performed atthe game level, directory level, and system level.PrepressIn prepress, SGI has a multi-disciplinary team consisting of computergraphic artists, font and layout technicians, as well as prepress operatorswho provide rapid execution accompanied by top quality. Concurrent withgame programming, the prepress department converts instant ticketelectronic artwork files into customized digital files, which breaks downeach ink layer of the ticket design. A proof of each layer is printed using adigital proofer. The digital file is reviewed against the ticket artwork in theexecuted Working Papers to verify correct colors. Once the customerapproves the color proofs, the digital files are released to the Platedepartment. The plates are then made and mounted and the game is readyto go to press.PrintingFrom their production of the world’s first instant lottery game ticket in1974 to generating the industry’s highest output of over 30 billion 2" x 4"equivalent tickets from their North American facilities alone for 2009, SGI’sexperience is unmatched in the industry. SGI provides customers withaccess to the largest library of instant ticket games, more than 24,000, fromwhich to select and/or build game plans. SGI has four of the most modernpresses in the lottery industry.3.1.6 – 6 Logistics

New presses came online in 2007, 2008, and 2009. SGI has made extensiveinvestments in research and development, game design, prize structuredevelopment, marketing support, ticket and point-of-purchasedistribution, communications network design, lottery managementsystems, validation, fulfillment, and administration.The Printing Process is divided into several steps to ensure the highestlevels of security and product quality. The Pre-Make Ready process, whichis performed while another job is on press, ensures that all materials arestaged and prepared for the next step. The Make Ready, Start-up, and Okto Run steps fine-tune press quality and makes certain the product meetsall requirements prior to beginning live ticket production. The Run, Maintainand Deliver Product procedures produce the desired high-quality productwhile keeping waste to a minimum. Finally, the Job Shut Down proceduresclose the current job, prepare the press for the next job and the moveprinted rolls to the packaging phase.PackagingThe Packaging Process is divided into the following QC procedures:Initialize Job, Make Ready, Run Product and Rub Check. These proceduresare performed to ensure accuracy, completeness of information andpreparedness for product delivery.Once printed, rolls of tickets are transferred to the packaging department;they are placed on any one of our 9 high-speed packaging lines, unwound,slit, fan-folded, separated, and manually inspected. The tickets then passover a scanner to verify that all tickets in each book are acceptable; thosethat are not are removed. Acceptable books are then shrink-wrapped,scanned a second time for acceptability, and placed into cartons forshipment. Cartons are then placed on pallets to be taken to the shippingdepartment.In addition, procedures are followed to ensure that omitted packs arereconciled and separated from the good books and that retailer/non-livesamples are provided if requested for marketing.ShippingSGI’s shipping department will be responsible for final preparation of eachgame to ensure it is received in good condition and ready for distributionto the retail network. Upon arrival in the shipping department, cartonsof ticket books will be permanently labeled with information sent fromthe packaging system. These labels identify carton number, game number,game name, valid book numbers within each carton, and any voidedbooks by number. The cartons will be placed upon pallets according tospecifications and loaded into exclusive-use trucks under the supervisionof a security guard. After the shipping manifest is checked by the shippingsupervisor, the doors of the trailer will be sealed by a security officer andwill not be unsealed until it reaches the Illinois warehouse.Logistics 3.1.6 – 7

Game Production TimelineConfidential material begins here.Confidential material ends here.Depending upon the particular game, sales of existing games, and theneeds of the Northstar Lottery Group, the timeline for a specific game mayvary from this.Confidential material begins here.Confidential material ends here.3.1.6 – 8 Logistics

3.1.6.3DistributionThe Northstar Lottery Group’s distribution strategy ensures thatdistribution of instant tickets is effective, efficient, and secure. The focuswill be on providing superior customer service to Illinois Lottery retailers.Distribution starts with the creation of orders for each retailer and continuesto packing and dispatch from the warehouse. Distribution culminates withthe physical delivery of the orders to each retailer.It is important for the contracted courier delivery service personnel toreinforce a positive image of the Lottery. The distribution-operatingmodel we have planned for Illinois has provided an exceptionally high levelof customer service to other lotteries and retailers. It will provide thevalue-added benefit of ensuring the highest “in-stock” status of all instantticket games at Illinois Lottery retailers. This will capture incremental salesinherent with the instant product, and increase revenues for the Lottery.Our distribution strategy will provide:• The right product, at the right time, to the right retailer – every time.• Technical and logistical flexibility as well as real-time tracking ofticket packs/books in transit.• Field-tested system efficiencies.• Fewer errors, which improves retailer relations and reducesoperating costs.TelemarketingSGI’s telemarketing systems experience began more than 28 years ago atthe Arizona Lottery, where the Tel-Sell concept for selling instant ticketswas first implemented. Since then, the company has implemented 20 CSPsystems at both new and experienced lotteries. In FY09, lotteries using theSGI telemarketing system generated more than $10 billion in sales. SGIcurrently provides telemarketing services the Arkansas, Delaware, D.C.,Florida, Maryland, Oklahoma, Pennsylvania, and Puerto Rico lotteries in theUnited States.Logistics 3.1.6 – 9

Predictive OrderingThe SGI telemarketing system includes an intelligent predictive orderingmodule designed to provide the telemarketing team with enhancedinformation and features to define and shape the most effective productsale recommendations for each retailer. The predictive ordering modulewill help diminish over-stock and under-stock situations at Illinois Lotteryretailers.Confidential material begins here.Confidential material ends here.Telemarketing is a function that is intertwined with inventory controland all supply chain functions. Telemarketing will provide a stronghuman relationship between the Lottery and its retailers, which enablestechnological innovations to be accepted and implemented; it also buildstrust and cooperation that grows on a daily basis. Greater contact andcommunication means better knowledge of retailer sales trends andcustomer preferences and more precise inventory control to ensure salesat retail. Highly effective sales interaction with the Lottery’s retailers isa key component to increasing instant ticket sales, and the new systemwill enable a higher degree of relationship building through easy-to-use,dynamic application screens.3.1.6 – 10 Logistics

The Telemarketing module will provide the telemarketing team withthe tools and technology necessary to increase sales using a proven,browser-based interface. Once an order is placed in the Tel-Sell system, thesystem tracks movement of the instant ticket packs through a matrix of packstatuses designed to control and account for the pack from the time ofpackaging until it is removed from sale.Telemarketing plays a major role in the marketing and sales of instantgames. The system will allow the telemarketer to be the friendly voice ofthe Lottery. The telemarketing staff will be knowledgeable representativeswho not only shape and recommend instant ticket orders but also updateretailers on other lottery news and information. Specifically, thetelemarketer guides the retailer to new products, listens to the retailer’spreferences, and shares order information so that the retailer can increasesales of lottery products, quickly and efficiently.ConsumablesThe Northstar Lottery Group will ensure that all retailers are supplied withthe appropriate lottery consumable supplies (ticket stock and play slips)required for the games that they carry and the point of sale equipment intheir stores.Beyond the initial order, GTECH’s Enterprise Series system will track usageof ticket stock and play slips for each retailer on a daily basis. The systemwill use this data and the original inventory of each item to determine whena retailer needs additional supplies. The system will automatically generatere-stocking orders each night that will be transferred to the warehouse.Field Service Technicians will carry a small amount of stock with them tofacilitate emergency orders. The Hotline and Telemarketing teams will alsobe able to enter orders for consumables when necessary should a retailerneed an emergency shipment. Bulk orders for new consumables, such asplay slips for new games, will be automatically generated and sent to SGI’swarehouse for processing. Once orders are received at the Illinoiswarehouse, they will be picked, packed and shipped to the retailer.TrainingSGI will provide a team of training professionals on-site to perform training.All employees will be trained on how to implement the defined ISO-certifiedprocedures for instant ticket services management. Internal audits will beperformed every six months to ensure that these ISO-certified proceduresare being followed.The Tel-Sell employees will be provided training in telemarketing bestpractices to support lottery retailers. The ultimate goal will be to enhancethe relationship each Tel-Sell representative has with his or her assignedretailers. The objective is to become the resource center for each retailer.The more knowledgeable each representative is about what is selling bestand what the retailer should be carrying, the better the Illinois Lottery’sand the retailer’s sales and commissions.Logistics 3.1.6 – 11

3.1.6.4WarehousingThe Group, through SGI, will establish a secure warehouse in the greaterChicago area for the storage and distribution of instant tickets, online ticketstock, play slips and printed POS items. We will arrange for the orderly,secure and precise transfer of all instant tickets and other inventory itemsfrom the existing warehouse to the new warehouse. The warehouse willalso be responsible for processing tickets returned to the warehouse andsecurely destroying the remaining inventory when each instant ticket gameis closed and reconciled.Warehouse SecuritySGI views its warehouse and operations sites as an extension of thecompany’s physical plant security. Site security systems are fully monitoredby the company’s security staff. The warehouse facility in Illinois (access,surveillance, intrusion and life safety systems) will be monitored remotelyby SGI’s Security Department in Alpharetta. Intrusion, life safety andenvironmental alarms will also be monitored 24/7 by a contracted thirdparty Central Monitoring Station. The goal of the site facility design forIllinois is to create the proper environment for work processes and productsthat will Deter, Detect, Delay, Deny, Defeat and Document likely physicalthreats against the operations. The company employs state-of-the-artdigital systems, physical barriers, devices and technologies that arebest-suited to protect business operations and provide a safe, secureworking environment for employees.Receiving New Instant Tickets From the FactoryWhen shipments of new instant tickets arrive at the Illinois warehouse,they will be off-loaded and staged until the shipment is verified againstthe shipping paperwork. If the shipment includes retailer samples, thesesamples will be moved to a separate, secure area within the warehouse.Once the shipment has been verified, including number of pallets, andchecked for damage, the driver will be authorized to leave. The bill of ladingwill be retained and filed by the warehouse manager.Instant Ticket StorageThe receiver will enter ticket shipment details, including game and palletcount, carrier and date, into a receiving log. The pallets will be stored oninventory racks in the warehouse and the physical shipment will be placedinto the bays according to a Lot Map that identifies the warehouse positionfor each pallet of every game. Following the game load process and afterthe game is approved for distribution, the inventory will be released to packthe initial orders according to the instant ticket game plan.3.1.6 – 12 Logistics

Pick n’ Pack and Order FulfillmentUtilizing ISO 9001-2000 procedures, SGI’s ticket order packagingmethodology is designed to fill and pack ticket orders for theNorthstar Lottery Group with a focus on the highest levels of security,efficiency, integrity and accuracy.SGI continuously examines ways to operate and maintain warehouseand distribution facilities more efficiently through automation. Ourwarehousing, picking and packing processes exemplify our goal to developmore productive solutions using automated technology. SGI has workedwith automation experts to develop an automated order sorter technologyto improve order accuracy, and increase the efficiency and security of pickand pack operations. This new technology has supported the PennsylvaniaLottery since August 2007 and the Florida Lottery since the beginningof 2009.With an automated technology system, a faster rate of order fulfillmentwill allow more orders to be completed in less time. Other benefits ofthe automated system include more accurate order fulfillment, real-timetracking capability and electronic transfer of data between the instantmanagement system and the sorting station hardware. The benefit to theIllinois Lottery is a fast, accurate order assembly process with real-timesystem updates.Once packed, orders will be collected for transfer to the courier and deliveryto the appropriate retailer.Return Ticket OperationThere will always be situations in which it becomes necessary to collectinstant tickets from some retailers. The most common source of returns isthe collection of unopened packs of tickets at the end of a game. Whennecessary, the sales team will be authorized to collect tickets from retailers.The Lottery Sales Representatives (LSRs) will record the return of full andpartial packs (when authorized) using the retailer’s lottery terminal. Thisapproach ensures that all necessary accounting occurs in real time andeliminates the need for any manual forms. Returns will be collected atthe regional offices and will be transferred to the central warehousefor processing.Packages received at the warehouse with returned partial and full ticketpacks will be logged and staged in a secure receiving area until movedto the returns cage. The packages will remain untouched in the cagedreceiving area until transferred to the returns cage. Access to the returnscage will be restricted by secure badge access. Warehouse personnel willopen all return ticket envelopes/boxes to verify the number of returnedtickets. Verification will be performed by either comparing the physicalamount of returned tickets to the enclosed return ticket invoice, or scanningany ticket in the returned pack to display the returned ticket ranges.Logistics 3.1.6 – 13

Partial Pack ReturnPartial returns will be cataloged by game number and processing date.Assigned warehouse personnel will move boxes/pallets of partial returnsas needed to the secure area in preparation for end of game destruction.Full Pack ReturnThe same scanning process as the one described above will be used forfull packs of returned tickets. Full packs from ended games will be storedwith the partial returns in a secure area in preparation for end of gamedestruction. Full packs from active games will be returned to active gamestock status and reissued with a priority over unopened boxes of availablestock in the order fulfillment area. All of the data from the returns processwill be updated to the system for real-time status recording.End of Game Reconciliation andSecure Ticket DestructionWhen an instant ticket game is closed, the remaining inventory will becollected from the field and returned to the warehouse. The warehouseteam will process the returns and prepare the remaining inventory forreconciliation. The warehouse team will assist the accounting and internalaudit departments with physical reconciliation of the closed games. Oncethe Finance department has reviewed and accepted the reconciliation, thewarehouse will be officially notified that the remaining inventory can bedestroyed.Secure Ticket DestructionSGI’s ISO-certified procedures and systems will provide full control andaudit policies for Illinois Lottery tickets that need to be destroyed. All ticketsto be destroyed will be securely stored in the Illinois warehouse pendingshipment to SGI’s Alpharetta facility for destruction.The tickets will be loaded into an exclusive use trailer for transfer toAlpharetta. Once loaded, the trailer will be locked and sealed. Upon arrivalat the factory, an SGI security officer will verify that the seal number on thetrailer agrees with the seal number on the Bill of Lading for the shipment.Under the observation of a security officer, the trailer will be unloaded andthe tickets staged in the shredding room. A security officer will ensure thatall off-loaded material corresponds with the Bill of Lading. The tickets willbe recorded on an ISO procedure form and shredded.Personnel in the shredding room will be assisted whenever possible byon-duty security personnel. The shredder operator will count all bales inthe shredding room at the beginning of their shift as well as the number ofbales the operator produces. Every bale will have a form that displays whoshredded the bale, on which shift it was shredded, and the date the balewas produced. Through these procedures, inventories and reports, a clearaudit trail will be created to ensure full accountability in every step of theticket destruction process.3.1.6 – 14 Logistics

TrainingLike the telemarketing team, SGI will provide a team of trainingprofessionals on-site to provide training on the operation of the warehousesystems. All employees will be trained on how to implement the definedISO-certified procedures for this aspect of the CSP program. Internal auditswill be performed every 12 months to ensure that ISO-certified proceduresare being followed.Warehouse personnel will be trained on proper shipping and returnmanagement procedures. Training will show how to reconcilesystem-generated invoices with the packs being shipped. The warehouseclerks will learn how to process courier shipping documentation and stageshipments at the warehouse, and how to load containers for pick-up bythe courier.Training topics will include, but not be limited to:• Reading the Order Group File(s) from the instant ticket system andrequesting the proper inventory amounts by game and pack.• Loading the instant ticket staging area’s flow racking system inaccordance with inventory and order requirements.• Loading the instant ticket packs so that they are read correctly.• Performing proper packaging and quality control checks to be takenat the individual packaging stations, including selecting shippingcontainer, producing the manifest for product verification andensuring proper placement of the shipping label on the outside ofthe package.• Proper daily, weekly and monthly preventative maintenance programfor the system.Forklift operators in the warehouse will be trained to safely operate theequipment and must be certified before they can use the forklift in thebuilding. This certification is OSHA-approved. SGI will provide ongoingtraining courses for employees that will include all proper procedures forworking within the warehouse, using the automated packaging system andfor processing returns. All training procedures will be documented andassessed during the periodic ISO certification audits.Logistics 3.1.6 – 15

3.1.6.5Inventory ManagementUsing Sophisticated Tools andExperience to Control InventorySGI will maintain control over warehouse inventory. The SciTrak Ultrasystem will provide all of the tools necessary to confirm deliveries toretailers, monitor retailer inventory levels and provide the advanced reportsto effectively manage daily operations. Inventory control and instant gamelife cycle management is a core function of the SciTrak Ultra system.SGI knows that an accurate inventory management system is paramount inthe daily ordering and distribution of tickets. This is especially true for aprogram of the size the Illinois Lottery will become with the Group. SciTrakUltra processes and updates instant game data in real time to providecontrol of and access to accurate information for all instant games ininventory. New book data can be set up in the system to respond to futurechanges and the need for information. The system also includes theintegrated telemarketing module with its predictive ordering software andcan interface with third-party tracking systems for package delivery statusafter tickets are shipped to retailers.3.1.6.6Roles and ResponsibilitiesThe Northstar Group acknowledges that, if selected as the Illinois LotteryPrivate Manager, it will be responsible for:• Printing lottery tickets.• Distributing lottery tickets and consumables.• Managing lottery ticket returns and destruction.• Warehousing lottery tickets.• Developing and implementing an Inventory Management System.• Developing and implementing a predictive ordering system.We will provide the Illinois Lottery with access to reports and other data inorder to ensure the transparency of our operations. We will also provideaccess to designated Illinois Lottery staff for the purpose of auditing ouroperations and performance under the agreement.3.1.6 – 16 Logistics

3.1.6.7AssumptionsOur plan is based upon the following assumptions that are key to drivingthe market development that we have forecasted:• The warehouse will be located in the area around Chicago.• Telemarketing operations will be located in a single location inSpringfield, Illinois, supplied by the Northstar Group.• The Lottery will approve the use of an automatic reorder system tocomplement Telemarketing operations.• Launches of new tickets will occur approximately 12 times per year• Each launch will include multiple games.Logistics 3.1.6 – 17

3.1.7Lottery RetailersTable of Contents3.1.7.1 Situation Analysis and Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . . .3Retailer Penetration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Retail Trade Style Mix . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Retailer Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143.1.7.2 Recruitment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15Retail Network Expansion Targets. . . . . . . . . . . . . . . . . . . . . . . 15Recruiting Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16Maintain the Network’s Optimal Size . . . . . . . . . . . . . . . . . . . . 193.1.7.3 Retailer Training and Communication . . . . . . . . . . . . . . . . . . . . . .19Retailer Communication . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19Training Tools and Methodologies . . . . . . . . . . . . . . . . . . . . . . 20Training Plan for the Network Rollout. . . . . . . . . . . . . . . . . . . . . 22Retailer Training After the Rollout. . . . . . . . . . . . . . . . . . . . . . . . 223.1.7.4 Supervision and Relationship Management . . . . . . . . . . . . . . . . . .23Retailer Profiling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Optimizing Consumer Communication . . . . . . . . . . . . . . . . . . . 27An Invitation to Play . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323.1.7.5 Commission and Incentives. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .40Northstar Lottery Group’s Approach . . . . . . . . . . . . . . . . . . . . . 40New Incentive System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40Lottery Retailers 3.1.7 – 1

3.1.7.6 Revocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41Reason Why . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41Minimum Sales Standard Program . . . . . . . . . . . . . . . . . . . . . . 413.1.7.7 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 433.1.7.8 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 453.1.7 – 2 Lottery Retailers

3.1.7.1Situation Analysis and StrategyRetail PenetrationOptimal distribution is a primary driver for lottery sales as the bestperforming lotteries typically have the highest retailer penetration rate.Moreover, an optimized and properly sized network is necessary to maintaina large player base, attract the light/lapsed players where they shop, andfoster sustainable growth in a responsible manner.Figure 3.1.7 – 1:As of the end of 2009, the Illinois Lottery’s retail network had 7,356 retailerlocations, with a per capita retailer penetration level of one retailer per1,755 people in Illinois. This per capita retailer penetration level rankedthe Illinois Lottery in the fourth quartile of U.S. lotteries in this area.The Northstar Lottery Group’s business plan defines a target ofapproximately 13,000 points of sale, which would equate to one retailerfor every 1,026 people in Illinois, moving the Illinois Lottery to the firstquartile, among U.S. lotteries retailer penetration, by Year 3 of the plan.Lottery Retailers 3.1.7 – 3

Confidential material begins here.Confidential material ends here.Retail Trade Style MixIn addition to retail penetration, another characteristic that the NorthstarLottery Group has considered when developing this business plan is tradestyle mix. Relevant differences exist among U.S. lotteries in terms ofdifferent retail mixes various jurisdictions have adopted. For example:• The New York Lottery has high penetration in supermarkets.• California, Massachusetts, and Michigan are leveraging liquor storesin their network.• Texas and Florida are strongly focused on gas stations.• Washington’s retailer network is mainly based on convenience stores.• In Oregon, with 30 percent of sales coming from Keno, restaurantsand bars are the greatest part of the network there.3.1.7 – 4 Lottery Retailers

Illinois is strongly focused on “traditional” lottery stores, such asconvenience stores and grocery stores. These retailer locations account forapproximately 80 percent of total Illinois Lottery retailers and are currentlythe most productive. Nevertheless there is significant room to betteroptimize the retailer mix in Illinois, especially considering:• Convenience stores are facing a decline in consumer visits, ashighlighted in the following figure.Figure 3.1.7 – 2:Lottery Retailers 3.1.7 – 5

• Spending in convenience stores and grocery stores representsonly a part of household spending. Lottery spending isunder-penetrated in other non-grocery channels, (e.g., drugstores,department stores, and merchandising stores), when compared tothe large share of overall consumer spending they command, asshown in the following figure.Confidential material begins here.Confidential material ends here.3.1.7 – 6 Lottery Retailers

• There are specific retailer formats, such as dollar stores, newsstands,and drugstores, currently performing well in terms of Lottery sales.These stores, however, have a low penetration level, illustrated inthe following figure.Figure 3.1.7 – 4:Lottery Retailers 3.1.7 – 7

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One of the major trends in the U.S. is that consumers’ purchasing habitsare shifting from independent stores to big box corporate chains, suchas Walmart, and discount stores, such as Dollar General. This shift hasimpacted lotteries across the U.S. because big box stores generally do notsell lottery due to:Confidential material begins here.Lottery Retailers 3.1.7 – 9

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3.1.7.2RecruitmentRetail Network Expansion TargetsThe current Illinois retailer network encompasses 7,356 active retailers (asof the end of 2009), which corresponds to 1,755 people in Illinois per Lotteryretailer. The Group plans to increase this to approximately 13,000 retailers,corresponding to 1,026 people in Illinois per Lottery retailer, as thefollowing figure illustrates.Confidential material begins here.Lottery Retailers 3.1.7 – 15

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Confidential material ends here.As a member of the Group, GTECH brings many innovative point-of-accesssolutions to the Illinois Lottery retailer environment. Together, theseinnovative solutions provide the foundation on which to build a Lotteryretail sales infrastructure that contributes to sustainable sales growthby making the sale and purchase of Lottery games more convenient.Among these solutions are:• Retailer-Operated Terminals: This latest generation of terminalsis designed to meet the needs of retailers of various size, shape,and trade style. The Altura ® GT1200 terminal, GTECH’s newestfull-featured lottery terminal, and its smaller footprint counterpart,the Altura GT1200 Compact, are built to grow as the industry changesand technology evolves. With an easy-to-use, dependable touchscreen, retailers can process customer requests for ticket purchasesand validations swiftly and responsively. Both terminals use the samesoftware architecture and allow retailers to offer the same suite oflottery products. The Altura suite of terminals has served lotteriesaround the world and continues to evolve. The terminal boasts thefastest reader and printer in the industry today. This allows retailersto service players quickly and efficiently.3.1.7 – 34 Lottery Retailers

Confidential material begins here.Confidential material ends here.• Ticket-Scan Self-Service Ticket Checker: Ideal for all retailtrade styles, including social space retailers with rapid draw games,Ticket-Scan is a wonderful consumer protection tool that reducesmanual labor by allowing players to check whether or not they havewinning tickets.• Compact Validation Terminal (CVT): The CVT allows clerks tovalidate tickets and sell quick picks without a full online terminal.It supports full instant ticket inventories, sales, and validation activity.The device’s compact size will help the Lottery expand its presenceinto stores where the Lottery currently does not have a presencebecause of space constraints.• Enterprise Series MultiMedia (ESMM): Our digital advertisingsignage solution will allow the Lottery to communicate immediatelyand consistently with players across the retail network. WithESMM, targeted promotional messages can be sent to specific retaillocations. ESMM’s Smart Shows technology enables the creationof a dynamic playlist to show data, such as winner information, thatis unique to each individual store. For example, a slide could read,“There were 500 winners here at Joe’s Gas ’n Go last week! The nextone could be you!”Lottery Retailers 3.1.7 – 35

Confidential material begins here.Confidential material ends here.Retailer FeedbackESMM is a hit! Retailers participating in a recent focus group said:“It’s an eye catcher.”“I would make room for that. I think it draws attention.”“I like the information it gives.”“You don’t have to print out slips to show them the numbers. They can standthere and get their own Pick 3 and Pick 4 numbers from yesterday.”“While you’re doing their tickets, it keeps them busy reading the screen so itwill seem like you’re quicker. It helps to keep them occupied because somepeople are really impatient.”• Lottery Inside: Multi-lane retailers will be able to sell online Lotterygames in every lane with the swipe of a card using Lottery Inside,a barcode-based solution that increases distribution points withoutadditional hardware or adding more work for retailers.Confidential material begins here.3.1.7 – 36 Lottery Retailers

Confidential material ends here.• The Latest Evolution of Self-Service: Gemini sells both instant andonline games through intuitive push buttons. Gemini also exists in acompact version. The machine is currently being deployed inWashington State and has had favorable reviews in consumer focusgroups, especially by younger players, and in retailer focus groups.The technology also received the same favorable response with focusgroups we have already run with Illinois retailers:- “I think that would be awesome. My customers would love it.”- “I think it will increase both online and instant sales, becauseyou’re better able to accommodate the customer.”- “It’s going to increase sales mainly because of convenience.It makes you want to buy it.”Lottery Retailers 3.1.7 – 37

Figure 3.1.7 – 22:Gemini 3.1.7 – 38 Lottery Retailers

• Instant To Go ® 24: The best-selling ITDM in the industry,Instant To Go 24 is already deployed successfully in Illinois,where it has proven to foster same-store sales growth at alreadyhigh-performing retailers.Figure 3.1.7 – 23:Instant To Go Fits in the Retail Environment• Instant Showcase ® : GTECH’s state-of-the-art instant ticketdispensing device is a clerk-operated terminal that showcases20 games through an attractive display while offering increasedsecurity to retailers. The automatic inventory feature eliminatesthe need to reconcile instant tickets, reducing retailer labor andalleviating retailer concerns about theft and shrinkage.Lottery Retailers 3.1.7 – 39

Figure 3.1.7 – 24:Instant Showcase – Chic Without the Shrink3.1.7.5Commission and Incentives“This machine (Instant Showcase) has been a lifesaverfor our store. It has helped control inventory. Themachine is a better display for the customers comingup to the counter. It looks almost like a vendingmachine with all the lights.”– Manager at Speedway, Lyons, IllinoisNorthstar Lottery Group’s ApproachIllinois Lottery retailers are paid a commission of five percent on Lotteryticket sales and one percent for selling winning tickets with prizes of morethan $1,000 (up to a $500,000 maximum). Other U.S. and internationaljurisdictions have used higher commissions and differentiated by product.3.1.7 – 40 Lottery Retailers

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3.1.8Second-Chance DrawingsTable of Contents3.1.8.1 Situation Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.8.2 Conducting Second-Chance Drawings . . . . . . . . . . . . . . . . . . . . . . .33.1.8.3 Designing Second-Chance Drawings . . . . . . . . . . . . . . . . . . . . . . . .5Prize Structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Design Elements That Appeal to Players . . . . . . . . . . . . . . . . . . . . 6Introduce Different Rewards for Different Levels of Participation . . . . . .8Invest in Outstanding Content . . . . . . . . . . . . . . . . . . . . . . . . . . . .83.1.8.4 Analysis of Second-Chance Promotion Effectiveness. . . . . . . . . . . . . .93.1.8.5 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9Second-Chance Drawings 3.1.8 – 1

3.1.8.1Situation AnalysisThe Illinois Lottery already relies on second-chance drawings as animportant way to extend the winning potential of its Lottery games.Second-chance drawings with exciting, large prizes have been part ofthe Lottery’s summer promotion activities for years and have helpedgenerate media focus on the Lottery and drive sales of Lottery games.Sixteen state lotteries offer some version of a Loyalty Program. Forthe most part, the program elements are identical. Participation inspecial drawings or second-chance promotions is an important benefitof these programs and offers tangible benefits to players who register withthe Lottery.The emergence of Internet-based promotions gives us an importantopportunity to drive brand awareness and sales by making second-chancedrawings and prizes relevant to the Prime Prospect consumer, especiallythe 24-34-year olds who rely heavily on the Internet for shopping andentertainment.Unprecedented technological changes are fundamentally changing theway consumers interact with brands and products. As a result, it hasnever been more difficult to motivate your players to be loyal to the Lotterybrand. Your players and non-players are now accustomed to choose when,where, and how they will engage with your brand, how they want to becommunicated to, and even how you will reward them for their relationshipwith you.This has led to the emergence of a powerful new tool in the marketingmix, interactive Internet promotions. These online marketing programs aredesigned to drive measurable and immediate results, and they deliver farmore to lottery players than before in the form of incentives and rewards.In a 2008 study, Borrell Associates forecasted that spending on interactiveInternet promotions will increase from $8 billion to more than $22 billionby 2012. By 2012, interactive Internet promotions are projected toovershadow spending on both online advertising and search marketing.Borrell forecasts that much of this growth will be powered by online contestsand games.For all of these reasons, second-chance drawings are an important part ofthe Branding and Marketing program we describe in Section 3.1.9 of thisBusiness Plan. It is one feature of a full interactive marketing strategy, whichwill be bundled with our Lottery Loyalty Program.The Northstar Lottery Group will continue to provide second-chancedrawing support of instant ticket games, as Scientific Games does underits current contract. The Lottery will have access to Scientific Games’expertise as the Group works to build and enhance the Lottery LoyaltyProgram and its second-chance Internet promotions.3.1.8 – 2 Second-Chance Drawings

Scientific Games pioneered the system of integrating mail-in andInternet-generated entries for lottery second-chance drawings. To date, ithas successfully developed and managed more than 50 such Websites forlottery customers in 12 states.3.1.8.2Conducting Second-Chance DrawingsOur highly secure random draw feature allows us to create and select thecriteria for each random drawing, i.e. Players Club registration date range,survey completion, second-chance entries, lottery region, city, zip code etc.In addition, the random draw feature allows us to create and send winneremail notifications for each drawing conducted.Selection criteria can be organized to allow us to offer different promotionsand contest according to players’ profile information, such as zip codes. Inaddition, the Lottery could offer different contest or promotions accordingto its sales regions or for the retailers only.Drawing ServicesConfidential material begins here.Second-Chance Drawings 3.1.8 – 3

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3.1.9Branding and Marketing3.1.9.1 Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.9.2 Consumer Insight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53.1.9.3 Branding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7Getting to the Prime Prospect . . . . . . . . . . . . . . . . . . . . . . . . . . . 9The Brand Defining Idea. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Lottery Branding Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.1.9.4 Advertising. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Advertising Budget and Optimal Media Mix. . . . . . . . . . . . . . . . 13Traditional Media Communication . . . . . . . . . . . . . . . . . . . . . . 17New Media Communication . . . . . . . . . . . . . . . . . . . . . . . . . . 19Owned Media: Assets/Properties Created by aBrand that Consumers Can Engage with Over and Over Again . . . 213.1.9.5 Loyalty Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .273.1.9.6 Sponsorship and Promotions (Consumer Promotions) . . . . . . . . . . . .30Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Sponsorships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37Experiential Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 383.1.9.7 Detailed Plan of Advertising Initiatives . . . . . . . . . . . . . . . . . . . . . .43Timing of Initiatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43Cost of Initiatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 433.1.9.8 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .513.1.9.9 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .52Branding and Marketing 3.1.9 – 1

3.1.9.1StrategyThe Northstar Lottery Group (the Group) will help the Illinois Lotteryincrease its support of good causes in a socially responsible manner byattracting new players and retaining existing ones via a modern marketingcommunications plan. Our marketing approach is designed around the ideathat, to energize brands, you must energize people.The Group is fully immersed in the Illinois market and knows how to energizeit. Survey responses from the Ipsos-Reid Q3 FY'10 Illinois Lottery TrackingStudy reveal an improvement in key attitudes about the Lottery, whichsuggests that marketing activities carried out by Energy BBDO and theLottery are improving the perception of the Lottery brand. For example:• The percentage of people who hold a positive overall opinion of theLottery increased 5 percent from FY'09 to FY'10 (from 21 percent to26 percent).• The percentage of people who agree with the following statementsalso increased in that time frame:- “The Illinois Lottery makes a positive contribution to the Stateof Illinois.”- “The Lottery is an appropriate way to raise revenue for Illinois.”- “Illinois Lottery games are fun to play.”Since the introduction of Powerball, the percentage of people who say theyhave “ever played an Illinois Lottery game” has jumped from a high of57 percent in seven previous surveys to 62 percent in the Q3 FY'10 study.As we move forward, the Group will build on the model that has begun togenerate success this year. We will leverage our proven expertise, modernlottery experience, and commitment to integrity to strengthen and growthe Illinois Lottery.3.1.9 – 2 Branding and Marketing

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3.1.9.2Consumer InsightAs consumer insights are essential to every analysis aimed at identifyingmarket potential and providing a solid foundation for business planning,the Northstar Lottery Group members have invested substantially inIllinois-specific market research to ensure that the Annual Business Planreflects the most precise and accurate knowledge of Illinois consumers,as described in Section 3.1.2, Situation Analysis and Market Assessment.This research allowed us to identify the most promising consumer segmentsto drive player base expansion. The Prime Prospect group of light andlapsed players with a neutral-to-positive view of the Lottery has been addedto non-players with a neutral-to-positive view to form an extended prospectconsumer group of 4.5 million Illinois adults who will be most appropriateto attract to the Lottery in a responsible manner.Confidential material begins here.Confidential material ends here.From Year 1 to Year 5, we will execute the research program included inthe following table (our Market Research and Consumer Insight Study Plan).This program describes the research types that support our businessobjectives. We will tailor studies to each year’s activities.Branding and Marketing 3.1.9 – 5

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3.1.9.4AdvertisingAdvertising Budget and Optimal Media MixMarketing and advertising spending is critical for positioning products andcommunicating information about them to selected customer segments.Appropriate advertising will also make a significant difference in optimizingthe revenue potential of the portfolio of games and events. (Source: Frostand Sullivan, “U.S. Lotteries: Achieving Strong Results in a Weak Economy,”April 2, 2009.)An analysis of LaFleur’s data shows that a strong correlation exists betweenthe Lottery’s marketing spending for the previous year and sales per capitaacross all U.S. Lottery jurisdictions.Confidential material begins here.Confidential material ends here.Branding and Marketing 3.1.9 – 13

Therefore, in order to increase sales across the State of Illinois and generateadditional Lottery profits, we will increase the advertising investment.As the following figure shows, revenue growth was evident in North Carolinaand Arizona, the top two states in terms of sales growth in 2009 when thesestates significantly increased their media spending.Figure 3.1.9 – 4:Additionally, advertising in Illinois is much more expensive than in moststates, because it is a top-tier media market. Television advertising inChicago, to reach 1,000 consumers in the Designated Market Area (DMA),actually costs nine percent more than in New York City (Source: AverageSQAD, Demo of Adults 21–49, Q4 2009). This highlights the importance ofincreasing per capita spending to ensure adequate generation of mediaimpressions throughout Illinois.The impact of media inflation is also an important consideration for arrivingat this figure. The media market has rebounded significantly as comparedto 2009, and rates are expected to increase. As summed up in Ad Age,“After forking over price increases of 7 percent to 10 percent for ad timeon broadcast TV in the recent upfront market, advertisers are likely to blanchat a disquieting fact: They are paying more for less.”3.1.9 – 14 Branding and Marketing

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Confidential material ends here.3.1.9.7Detailed Plan of Advertising InitiativesTiming of InitiativesPlease refer to the following insert for more information on the detailedtiming of advertising initiatives.Cost of InitiativesThe following tables illustrate details regarding the General MarketAdvertising and Production Investments by year in the Plan’s first five years.Branding and Marketing 3.1.9 – 43

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3.1.10Customer Service Center –Player and Lottery RetailerTable of Contents3.1.10.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.10.2 NRC Support to Illinois Players, Retailers, and the Public . . . . . . . . . .33.1.10.3 Effective Service Levels. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .103.1.10.4 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .123.1.10.5 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13Customer Service Center – Player and Lottery Retailer 3.1.10 – 1

3.1.10.1IntroductionWe know that a properly designed, implemented, and managed call centerwill provide the best service to players, Lottery retailers, and the public. Aspart of the Northstar Lottery Group, GTECH will implement a world-class,best-in-breed call center that will respond to all inquiries in an efficient andtimely manner, while documenting all discussions whether by phone, mail,or email.Achieving this will:• Maintain player loyalty by being responsive to their questionsand concerns.• Enable your retailers to sell more effectively by resolvingretailer questions quickly, professionally, and accurately.• Maintain public confidence in the Lottery through quick,accurate responses.Our call center team will:• Answer incoming calls from players and retailers including, but notlimited to, questions regarding games, prizes, eligibility, locations ofLottery retailers, complaints, and other public inquiries.• Respond to inquiries via U.S. Mail and email.• Provide reporting on a weekly and monthly basis to the Division.• Be available to the retailers, players, and the public 24 hours per day,365 days per year.Northstar Lottery Group will provide the best-in-breed call center solution,using GTECH’s National Call Center (NRC) in Austin, Texas. GTECH’s NRCis a world-class facility that currently provides call center services for morethan 25 lotteries in the United States. All of these things will beaccomplished through the quality of personnel we hire, training programswe establish, and our continued commitment to using the most advancedmanagement tools and technologies.3.1.10 – 2 Customer Service Center – Player and Lottery Retailer

3.1.10.2NRC Support to Illinois Players, Retailers, and the PublicTo support the Illinois Lottery and its retailers, GTECH will provide itstechnically advanced NRC. The NRC comprises two call centers, locatedin Austin, Texas, and Providence, Rhode Island; an integrated suite oftechnology solutions; its experienced, professional call center staff; and anexperienced Quality Assurance (QA) team to ensure that its associates areeffectively performing their duties.Our most recent metrics calculated a 99.99 percentcall completion rate and a 100 percent platformavailability rate.The NRC management team supports a staff of more than 180 associatesavailable to support Illinois Lottery retailers and players 24 hours a day,7 days a week, 365 days each year.Since 2004, the NRC has provided this advanced support system to respondto retailer calls and now serves 25 jurisdictions. We service every retailer’sneed, whether it is to promptly place ticket stock orders, solve validationquestions, troubleshoot to ensure retailers are selling tickets, or dispatchField Service Technicians (FSTs). We can answer all player questions andhelp improve their experience playing Illinois Lottery games.We have an opportunity to represent the Illinois Lottery with every call wetake. Our associates will engage your retailers with professionalism,courtesy, and respect while ensuring that, by the close of every call, yourretailers have what they need to continue selling Illinois Lottery games.Figure 3.1.10 – 1:Tools and Information Available to NRC Management TeamTools to Maintain Service Levels:A raised podium with videoconferencing screens allow ourmanagement team to monitorcall volumes, adjust associateassignments to maintain servicelevels, and instantly communicatewith all functions to provide optimalresponse times.Customer Service Center – Player and Lottery Retailer 3.1.10 – 3

Player Hotline ServiceWe will establish a separate queue for player and public calls,ensuring that our NRC staff will identify and respond to player callsquickly and professionally.Further, we will provide mail and email response by the same associates inthe call center, guaranteeing consistency in our messages to the playersand building public confidence.Our hotline service will be managed and will be available to the public andplayers on a 24/7/365 basis. We will draw on all of the servicing resourcesthat we currently employ for troubleshooting and handling calls to addressyour player service needs. We will add staffing to support calls from thepublic and players. We describe in detail in the following paragraphs thetechnology we employ to achieve this.GTECH’s call center operations balance the call volume transparently acrossthe two call centers in Providence and in Austin. Our Cisco Internet ProtocolContact Center (IPCC) solution, utilizing Voice over Internet Protocol (VoIP)technology, routes calls seamlessly across the call centers based upon whichcall center operator can answer the call most expeditiously. In addition, ifone of our call centers becomes inoperable, or even overwhelmed withcalls, calls are automatically distributed to the other call center.The Sum of All Parts — NRC Call Management SystemAt the core of our NRC service is a call management system that providesyour retailers and players with fast and easy access to a call center associate.GTECH built the robust Client Service Management Application (CSMA) toprovide leading-edge capabilities for the full life cycle of the case, frominitial input to case closure. Leveraging nearly 30 years of experience andindustry best practices, the system utilizes proven advanced casemanagement, dispatch, and scheduling, including handheld/mobiletechnology functionality. Highlights of the CSMA include:• Our Cisco IPCC solution uses VoIP technology to route retailer andplayer calls seamlessly between the call centers, based upon operatorskill sets and efficiency.• All incoming calls are routed over toll-free lines. We designed, built,and staffed our call centers to eliminate busy signals through a blendof phone lines and an appropriate number of associates to exceedyour call center requirements.• Skills-based call routing is determined by our call center networksystem. Our associates are certified to answer calls for multiple andparticular jurisdictions. The system matches the best availableassociate with the appropriate skill set and readiness to the incomingcall. The retailer or player is then routed to that associateautomatically.• In the unlikely event that all operators are busy, a prerecordedmessage is played and the calls are queued, awaiting thenext-available operator with the most appropriate skill set.3.1.10 – 4 Customer Service Center – Player and Lottery Retailer

• This distributed system provides redundancy and disaster recoverycapability. In the event one of our centers becomes inoperable, wecan redirect all calls from one location to the other.• We will use service industry best practices for Illinois Lottery retailersand players in our call center and customer service operation. Ourcall center service practices include quick access to our associateswho know the Lottery’s equipment and games inside and out. Wehave on-line troubleshooting steps to help associates diagnose andcorrect retailer and player problems over the phone, and will provideongoing Illinois Lottery-specific training.• Our system also provides the capability to send retailer service callappointments directly to the FSTs. Calls are prioritized according tothe issue and urgency (e.g., terminal inoperable) and directly routedto the FST for corrective action.Through service industry best practices, historical data trends, and releasemanagement, we manage our staff to handle anticipated Illinois Lottery callvolumes and have processes in place to quickly adjust priorities based onhigh call volumes. These practices, combined with our technology, canassure you that the NRC will respond to your players and retailers in a timelyand efficient manner.Powered by Advanced TechnologyJust as we invest in Research and Development (R&D) for our gamingsystems, we continually invest in technology solutions to drive our customerservice delivery, as illustrated in the following figure. This investment hasproduced a set of technology solutions that, when combined, power ourindustry-leading NRC.These solutions include:• Impact 360 call forecasting and workforce management software.• VoIP Cisco-unified contact center Enterprise Technology.• Skills-based routing.• GTECH New Information and Expertise (GNIE) knowledgemanagement system.The following figure describes our most recent call center technologyinvestments.Customer Service Center – Player and Lottery Retailer 3.1.10 – 5

Confidential material begins here.Confidential material ends here.These investments have focused on maintaining our service levels to helpyour retailers achieve continuous sales and your players get quick answersto their questions.Impact 360 Forecasting and Workforce Management SoftwareGTECH’s NRC employs Impact 360, the latest call centerworkload-scheduling software, to forecast call volume and the appropriateresources required. This software is backed by experienced call centermanagers and site staff who understand how things such as weather, holidayweekends, game launches, and jackpots will affect call volumes in all itsjurisdictions.Our call center management team relies on Impact 360 – and more than30 years of call center experience – to accurately match staff schedules toLottery needs. Impact 360 provides:• Forecasts based on historical calling patterns.• Optimized work schedules matched to those calling patterns.• Automated reporting of service-level forecasts and areas that mayrequire attention.• Automated reporting of staff utilization and opportunities toimprove efficiency.3.1.10 – 6 Customer Service Center – Player and Lottery Retailer

In short, it provides a statistically reliable method to ensure superior hotlinecoverage for your players and retailers.VoIP Cisco Unified Contact Center Enterprise TechnologyGTECH’s client services department strives to provide first-ratecustomer service by fostering a philosophy of continuous improvement.Accomplishing this requires an investment in superior technology anda team that understands how to use technology as a tool to achieveservice excellence.The NRC uses an advanced Internet Protocol (IP) network and Cisco IP callcenter infrastructure. IP-enabled call centers are less constrained bygeographical limitations. They can more easily scale, route, and balancecalls among several locations to minimize average response time. Thisflexibility gives GTECH the edge over other vendors in meeting its lotterycustomers’ demands regarding location of call services, hours of coverage,and high level of response skills. Since the flexible architecture allows usto allocate the work to the best location, quality becomes our main focus.The automated solutions and integrated IP infrastructure bring togetherdata from multiple platforms. Callers can easily make automatedtransactions and associates can receive immediate access to customerrecords. The performance of the IP call center infrastructure speaksfor itself.To gain the most comprehensive managed IP-based call center solution,GTECH partnered with eLoyalty. eLoyalty designed and deployed a solutionthat combines call center voice applications with Internet contactapplications, such as email and service management tools. The deliveredCisco call center platforms and systems use a highly redundant architecturefor business continuity and are dedicated to the sole use of GTECH.We have the capability – and flexibility – to scale,route, and balance calls among several locations tominimize average response time.Cisco Unified Contact Center, a suite of Cisco products, translates incomingcalls into IP protocol and routes them through a Cisco VoIP gateway.The Cisco Call Manager (CCM) provides Private Branch Exchange (PBX)telephony features to process incoming calls, and the Interactive VoiceResponse (IVR) prompts the caller for information about the call and collectsdata. Calls continue through the Peripheral Gateway (PG) to the CiscoIntelligent Contact Manager (ICM), which uses a customer profile databaseto determine how to route calls to the appropriately trained associates inGTECH’s call centers in Austin and Providence. The call routing process isshown in the following figure.Customer Service Center – Player and Lottery Retailer 3.1.10 – 7

Figure 3.1.10 – 3:Cisco Contact Center: Redundant call processing, automatic load-balancing,and skills-based routing are additional degrees of service our callcenter provides.3.1.10 – 8 Customer Service Center – Player and Lottery Retailer

GNIE Knowledge Management SystemGTECH News Information and Expertise (GNIE) is a dependable call-centerknowledge-management system that ensures that consistent, accurate, andtimely responses are provided to players and retailers. GNIE provides callcenter associates with immediate access to all the latest information aboutgames and equipment.This ensures that the players and retailers get immediate answers:• For players, we achieve quick response to questions.• For retailers, we enable them to keep selling without delay by solvingequipment issues quickly.Call center associates also benefit; with the latest troubleshootingtechniques, they can reduce customer handling time and improvefirst-contact resolution rates.Associates use a variety of prompts, including key words, equipment, issues,and site information to answer retailers’ questions and solve their problems.GNIE is designed with intuitive category searches and a “Smart Synopsis”for the most relevant articles. For calls that may require action by anotherGTECH or Northstar Lottery Group department, the transfer will be quickand efficient.The newest version of GNIE allows our associates to provide accurateinformation more quickly, which means players and retailers can spendless time on the phone, and for retailers in particular, more timeaccepting wagers.Continual information reviews and ongoing editing keep the GNIE materialfresh and accurate. Our own trainers, site personnel, and experienced callcenter associates develop the GNIE content. A recent process improvementto GNIE offers constant Quality Control (QC), including real-time updatesto the knowledge base and emails to associates on the floor.To ensure correct relay of information, call center trainers are trainedand experienced in documentation writing and oversee the writing ofthe support material. As trainers prepare for classes, they identify neededinformation updates and supply them. Additional updates are oftengenerated during the training classes. Information updates are alsoprovided by daily feedback from call center associates, the QA team,and site operations/field personnel.Customer Service Center – Player and Lottery Retailer 3.1.10 – 9

3.1.10.3Effective Service LevelsCall Center Performance LevelsAnother example of GTECH’s approach to ensuring the best possibleservice is its real-time queue management process.The NRC utilizes a series of reports that help to maximize operationalefficiencies. GTECH’s Cisco VoIP phone system provides reports for eachday’s calls received (call volume), calls answered, percentage of calls thatqueued, average answer time, number/time of abandoned calls,percentage of abandoned calls, average abandon time, average and totalhold time, and a variety of other call management statistics, such as staffing.Periodic statistical summary reports (as approved by the Lottery) will beavailable to the Illinois Lottery upon request or delivered automatically atpredetermined intervals. We will also provide authorized Lottery personnelwith access to any of our call center reports so that they may monitor thestatus of call volume and performance levels.Our Cisco real-time reports allow us to see calls holding in the queue. Inthe following figure, CSMA Real-Time Queue Management, the Queuecolumn indicates no calls are holding.Figure 3.1.10 – 4:CSMA Real-Time Queue ManagementIn the figure following, the Cisco report illustrates two calls holding in theQueue, 1 for Florida and 1 for California. The Queue column is updatedevery 15 seconds allowing the Workforce Manager and his or her staff torespond immediately to unexpected call volume.3.1.10 – 10 Customer Service Center – Player and Lottery Retailer

Figure 3.1.10 – 5:Queue ManagementElectronic wallboards displaying real-time queue volume are mountedthroughout the call center floor. The boards show the number of calls inqueue, the service level for the last 30 minutes, the service level for theday, the longest call in queue, and the total calls received for the day. Thestaff utilizes the wall boards to strategically adjust schedules to make surethat all calls are being answered according to our service level agreementsand respond to the call volume appropriately throughout the day.Figure 3.1.10 – 6:Electronic WallboardsReal-Time Service Level Monitoring:Wallboards depicting service levelby the half allow us to monitorservice levels provided and adjustcall response times in real time tomeet incoming volumes.Customer Service Center – Player and Lottery Retailer 3.1.10 – 11

Workforce Management TeamWe have added a new function, the Workforce Management team, toenhance the quality of our services, ensure that we always achieve ourservice levels, and bring a new level of professionalism and experienceto Key Performance Indicator (KPI) management.The Workforce Management team will focus on balancing associate staffing,managing service level forecasting, participating in scheduling, as well asmaking real-time adjustments to meet changes in service levels by analyzingcall center data and reporting findings to the call center management team.Forecasting – Impact 360As discussed previously, we will use workforce optimization software,Impact 360 (I-360), to forecast call volume and to identify the appropriateresources necessary to handle calls for the Illinois Lottery. In short,I-360 provides a statistically reliable method to ensure superior callcenter coverage for retailers. The I-360 method evolved from its initialimplementation in the call center in 2006. Since then, our tools have becomemore sophisticated, but we maintain the same focus: to ensure we haveproper response load-balancing for all calls.The software is backed by experienced call center managers and site staff.We can predict call volumes based on many factors, and we know when tooverstaff the predicted volumes as a hedge against the unexpected.Confidential material begins here.3.1.10 – 12 Customer Service Center – Player and Lottery Retailer

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3.1.11Responsible Gaming ProgramTable of Contents3.1.11.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.11.2 Review Current Policies and Procedureswhile Initiating Research . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43.1.11.3 Retailer Training . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53.1.11.4 Stakeholder Engagement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53.1.11.5 Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63.1.11.6 Improving Game Design (GAM-GaRD) . . . . . . . . . . . . . . . . . . . . . .63.1.11.7 Player ProtectionSupport to Preventing Excessive Play and Underage Play . . . . . . . . 8Prize Protection and Winner Services . . . . . . . . . . . . . . . . . . . . 11Internet Player Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113.1.11.8 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .113.1.11.9 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12Responsible Gaming Program 3.1.11 – 1

3.1.11.1IntroductionDeveloping programs and supplying gaming technology to help ensureresponsible gaming while complying with the law, Illinois operatingstandards, and accepted levels of play is a critical element of ourbusiness plan. The Northstar Lottery Group will adopt a proactiveapproach to player protection by offering proven methods, strategies,and programs to guard against underage and excessive play whileemploying advanced technological solutions to ensure that players havea positive gaming experience.The Northstar Lottery Group, through its lead member, GTECH, andthe affiliated companies of Lottomatica Group, have more experienceapplying responsible gaming best practices to designing games,training retailers, developing systems, educating players anddeploying technology than any other company in the gaming industrytoday. We are confident that our Illinois knowledge, combined withour global experience, will lead to a responsible gaming program thathelps the Illinois Lottery maximize its potential while ensuring allplayers are protected.The Northstar Lottery Group (the Group) will implement a comprehensiveresponsible gaming strategy and communicate that philosophy throughoutits business plan and in all collaborations with the Illinois Lottery. The Officeof Responsible Gaming, reporting directly to the CEO, will engage theentire organization to ensure it is completely aligned and constantly strivingto improve as we apply the principles of responsible gaming. In short, everyaspect of our management in Illinois will be tied directly to our commitmentto responsible gaming.Our Responsible Gaming Program will encompass three main areas:1. Operations: Develop, operate, and maintain a responsiblegaming program.2. Underage Play: Prevent underage play.3. Excessive Play: Implement programs aimed at stoppingexcessive play.The Group has developed an action plan to achieve the highest level ofthe WLA’s responsible-gaming certification by 2015. Our program willincorporate the framework of WLA certification into Illinois-specificresponsible-gaming components to ensure that our program is responsiveto the players, communities, and regulatory bodies we serve in Illinois. Ourresponsible gaming action plan will ensure our adherence to the operatingstandards outlined in the Operating Standards for the State of Illinois,Department of Revenue, Division of Lottery, which include the integrationof a self-exclusion program.3.1.11 – 2 Responsible Gaming Program

We are confident that, through our knowledge of Illinois and our worldwideexperience, our responsible gaming program complements and enhancesour strategies to help the Illinois Lottery maximize its potential whileensuring that players are protected.The foundation of our responsible gaming program is an internal set ofcommitments shared at all levels of the organization. These guidelines raiseawareness and empower all personnel, including those with direct andindirect contact with players. More specifically, the plan ensures ourcommitment to:• Facilitating awareness of informed choices to players through clearand complete communication.• Guaranteeing integrity and security in gaming processesand infrastructure.• Discouraging excessive gaming.• Providing a wide range of products and a robust game portfolioto all target players to prevent and suppress competition fromillegal gaming.• Protecting particularly vulnerable consumer groups.• Cooperating with stakeholders in creating a responsiblegaming environment.• Continuously promoting studies and research aimed at raisingawareness, understanding, and public disclosure of responsiblegaming strategies and tactics.• Providing suitable responsible gaming training to all employeesand retailers.• Ensuring widespread and easy access to information through helplines, associations, and public and private facilities that provideguidance and counseling to players.Through our collective experiences, we have developed a highlysophisticated responsible gaming program for the Illinois Lottery. Ourexperience ensuring responsible play among players around the world hasgiven us the knowledge and expertise required to develop a comprehensiveprogram that places a premium on the safety and well-being of Illinoisplayers. The following processes will begin on the Agreement EffectiveDate and continue to develop as indicated. Following the timeline is anexplanation of each strategy and the intended outcomes for each.Responsible Gaming Program 3.1.11 – 3

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3.1.12StaffingTable of Contents3.1.12.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.12.2 Organizational Structure and Key Management . . . . . . . . . . . . . . . .33.1.12.3 Northstar Lottery Group Partner Organizations . . . . . . . . . . . . . . . .11GTECH Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Scientific Games . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Energy BBDO. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143.1.12.4 Northstar Lottery Group Board of Advisors . . . . . . . . . . . . . . . . . . .153.1.12.5 Recruiting Philosophy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .183.1.12.6 Management of Lottery Employees . . . . . . . . . . . . . . . . . . . . . . . .203.1.12.7 Employee Development Philosophy . . . . . . . . . . . . . . . . . . . . . . . .223.1.12.8 Five Year Staffing Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23Staffing 3.1.12 – 1

3.1.12.1IntroductionThe Northstar Lottery Group’s organizational structure is designed tointegrate the experience of the Group’s partners with the expertise of thecurrent Illinois Lottery Employee Use Agreement (EUA) personnel to bestserve the Lottery. The complete focus of this talented team is on assistingthe Illinois Lottery to grow in a socially responsible manner.We are confident that the capabilities and experience of the Group, itspartners, and the EUA employees will best enable the Lottery to achievegrowth in sales and net income. Several highlights of our organizationalstructure follow:• Key management team members have been identified or a plan is inplace to recruit the most qualified individuals.• Advisory Board is in place, work is begun on minority subcontracting,hiring, and responsible gaming initiatives.• Our staffing strategy is formalized and a plan for the first 5 years ofthe contract is defined that integrates the personnel of all entitiesand encourages success, growth, and development.• All major suppliers are in place and key supply contract managershave been identified.The Group appreciates the vital role of the Lottery and respects the controlit will have over all significant business decisions. We are confident theorganization presented here can bring to the Lottery new and innovativeideas with well-defined execution plans. We welcome collaboration withthe Lottery to ensure alignment with your values and ideals.3.1.12.2Organizational Structure and Key ManagementThe Group’s organizational structure is defined in the insert immediatelyfollowing this page.CEO – Connie Laverty O’ConnorThe Group will be led by a Chicago-based permanent Chief ExecutiveOfficer (CEO) who is solely responsible to the Illinois Lottery for theProvision of Services by the Private Manager. The CEO has the authorityand discretion to allocate resources in support of the organization’sobjectives for maximizing performance in a socially responsible manner.The CEO has primary responsibility for the quality of service provided bythe Private Manager and for ensuring effective cooperation between thestate and the Private Manager.3.1.12 – 2 Staffing

Reporting to the CEO will be the key positions of Sales and Marketing,Responsible Gaming, Technology and Operations, Human Resources,Finance, Legal and Regulatory Compliance, and Transition/StrategicPlanning. These positions are responsive to the requirements of the PrivateManagement Agreement and Operating Standards, while also maximizingorganizational integration and responsiveness to market conditions.Connie Laverty O’Connor will act as Transitional CEO for the Group,responsible for Transition, Ramp Up, and Year 1 Business Planning. Conniehas 36 years of lottery leadership experience and is uniquely qualified toimplement the Group’s operational structure and initial business planningactivities. Connie will begin her duties at the time of the Private Managercontract award. As Transitional CEO, Connie will be based in Chicago 100%of the time. Her primary focus will be on the following activities:• Establishing the operational relationship with the lottery.• Brand and advertising activities.• Recruiting key leadership positions.A copy of Connie’s resume is included in Section 5.0.We believe the permanent CEO position is so critical to the long-termsuccess of this new collaborative effort that an extensive search is necessary.The Group is eager for the Department of Revenue and the Illinois Lotteryto be involved in the decision regarding the CEO. An immediate priorityfor Connie will be to work with the Superintendent of the Illinois Lotteryand the executive search firm Russell Reynolds to recruit the most qualifiedindividual to be the permanent CEO of the Group.The permanent CEO role will be filled by a senior-level person whois an innovator and has a proven track record of increasing revenues.Individuals with deep lottery industry experience, a proven track recordof increasing funds for good causes, and a record of implementingsuccessful responsible gaming programs will be considered. The searchmay also include innovators with a strong record of success from theconsumer packaged goods sector. The CEO will lead the Group and bethe point of accountability for the Illinois Lottery. The CEO will beresponsible for maintaining a constructive relationship with the Lottery,organizational development, business plan development andexecution, staffing and recruiting, integration across all organizations,and achieving full engagement with the community, includingcommitment to minority inclusion.Staffing 3.1.12 – 3

VP Sales and Marketing – Larry KingPartnering with the Lottery, the VP of Sales and Marketing will beresponsible for implementing every aspect of the business plan thattouches the customer. The Illinois Lottery serves one of the nation’s mostattractive markets, so we developed a sales and marketing organizationwith the internal personnel and external resources to match the marketopportunity. The VP of Sales and Marketing leads the team that isresponsible for developing a comprehensive lottery brand strategy thatmaximizes the value of the Illinois Lottery product portfolio in a sociallyresponsible manner. Larry King will serve as VP Sales and Marketing.Confidential material begins here.Confidential material ends here.Larry has extensive experience with field sales execution, retail recruiting,and corporate accounts, and is uniquely qualified to execute during theTransition and ramp up periods. Larry will remain in this position as long asis necessary to complete the Transition and Ramp Up deliverables, as wellas support the permanent VP of Sales and Marketing during theirintegration period. His resume is included in Section 5.0.As with the CEO role, there will also be a strong emphasis on the recruitmentof a permanent VP Sales and Marketing. The VP will possess strongconsumer product and brand management skills, have the personalqualities necessary to facilitate the integration of the EUA salesprofessionals with the expanded NA Sales Organization, combined with aproven track record of utilizing analytics to drive growth with newconsumers in new channels. It is anticipated that the permanent VP of Salesand Marketing will have a career grounded in consumer package goods.Confidential material begins here.Confidential material ends here.3.1.12 – 4 Staffing

CONFIDENTIAL

Figure 3.1.12 – 1:PMA, Schedule 2.1 ResponsibilitiesAreaDescriptionSales Channels • Retail Hardware• Instant Ticket Dispensing• Internet and MobileProduct • New Lottery Game Design• Payout Structure• Pricing• Subscriptions• Platform and Channel DevelopmentLottery Retailers • Recruitment• Training• Supervision• Commissions and Incentives• Relationship Management• RevocationSecondary Drawings • Conduct• DesignMarketing • Advertising• Branding• Loyalty Program• Strategy• Sponsorships• Customer InsightsStaffing 3.1.12 – 5

VP of Operations and Technology – Jay RivaraConfidential material begins here.Confidential material ends here.In this role, Jay is responsible for the technical execution of the businessplan and customer-facing strategy. His extensive experience in projectmanagement and integrated lottery operations is analogous with theresponsibilities of this position. Operations and Technology is responsiblefor Information Technology (IT) and systems integration across the entireenterprise. A primary responsibility of this role will be implementing thenew gaming system and utilizing the new system’s capabilities to supportsales and marketing initiatives. The VP of Operations and Technology willoptimize the efficiency of the supply chain to ensure that the sales staff andretailers have the right products at the right time to execute the BusinessPlan. Integration of EUA professionals, Lottery resources and the Group’sresources will ensure that the technology platform supports the innovativeprograms being deployed to grow Lottery proceeds. Jay will also beresponsible for integrating the provision of services from GTECH, andScientific Games into the Group’s organization.Figure 3.1.12 – 2:PMA, Schedule 2.1 ResponsibilitiesAreaDescriptionTechnology • Central Gaming System• Data and Reports• WebsitesLogistics • Printing• Distribution• Warehousing• Inventory ManagementCustomer Service Center –Player and Retailer• Operations3.1.12 – 6 Staffing

VP of Human Resources – TBHConfidential material begins here.Confidential material ends here.We believe that employees are the most valuable asset of a company, andthe VP of HR will ensure that programs are established to attract and retaina top tier workforce. This position has unique challenges of the integrationof EUA employees with the Group and we seek candidates with a proventrack record of successfully integrating work forces. A second area ofrequired expertise is implementing performance-based incentivecompensation because aligning the organization with a net income goal isessential to our success. The Group is an Equal Employment Opportunityemployer and the VP or HR will ensure that it complies with all state andFederal laws and regulations pertaining to employee discrimination,harassment and employment.Confidential material begins here.Confidential material ends here.Figure 3.1.12 – 3:PMA, Schedule 2.1 ResponsibilitiesAreaDescriptionStaffing • Management of Lottery EmployeesStaffing 3.1.12 – 7

VP of Responsible Gaming – TBHConfidential material begins here.Confidential material ends here.The VP of Responsible Gaming will integrate a corporate socialresponsibility ethos into all procedures and commercial decisions at theNorthstar Lottery Group. The VP of Responsible Gaming will establishprograms and training to ensure that all activities of the Group areconducted according to the principles of responsible play. The VP will leadthe Group’s efforts to secure Level 4 World Lottery Association (WLA)accreditation for responsible gaming. We are committed to collaboratingwith the Illinois Lottery to ensure we are executing the business plan in asocially responsible way.Confidential material begins here.Confidential material ends here.Figure 3.1.12 – 4:PMA, Schedule 2.1 ResponsibilitiesAreaDescriptionResponsible Gaming Program • OperationCompliance • Underage Play• Excessive Play• Game Rules3.1.12 – 8 Staffing

VP of Finance – TBHThe VP of Finance will be filled by a current GTECH senior financeprofessional within 30 days of contract award.Confidential material begins here.Confidential material ends here.The VP of Finance is responsible for Private Manager financial control andnet income commitment to the State, accounts payable, payroll,compliance, procurements, and internal audit. The position is responsiblefor maintaining all accounting records, designing and implementingaccounting and other systems for internal control, and preparing financialreports for management and shareholders. The VP of Finance will also beaccountable for the financial integrity of the business and compliance withbest accounting standards and practices, and regulatory and legalrequirements. This position will work closely with the Lottery to ensuretransparency and that the trust of the public is maintained. The VP will alsoensure that all subcontractor and vendor procurements by the Group aredone according to the rules and regulations required by the PMA, withspecific focus on participation from businesses that are minority owned,female owned, or owned by a person with a disability.Figure 3.1.12 – 5:PMA, Schedule 2.1 ResponsibilitiesAreaDescriptionProcurement • Bidding• Selection• ManagementStaffing 3.1.12 – 9

VP of Legal and Regulatory Compliance – TBHConfidential material begins here.Confidential material ends here.This position requires a uniquely qualified lawyer with Illinois stategovernment experience. We have identified the key attributes andexperience profile of this position, and will methodically evaluate andidentify a candidate to be recruited for this position.In the Ramp Up and Transition Phase, GTECH Vice President and DeputyGeneral Counsel, Rob Hochstein, and GTECH Vice President of USBusiness Development, Chris Shaban, will work with Illinois local counseland advisors to establish policies and procedures to ensure compliancewith all legal and regulatory requirements.Figure 3.1.12 – 6:PMA, Section 2.1 ResponsibilitiesAreaDescriptionLegal • Legislation• Collective Bargaining Agreement• Contracts• Game Rules• Intellectual PropertyVP of Transition and Strategic Planning – Scott HowarthConfidential material begins here.Confidential material ends here.Scott will be responsible for all of the Group’s milestone deliverables duringthe Transition and Ramp-up Periods. He will also be responsible forproviding oversight and direction to the Integration Teams as detailed inthe Group’s Transition Plan. Scott will also work to operationalize theGroup’s Initial Business Plan and will implement robust business processesto drive value for the state of Illinois. He will work closely with ConnieLaverty O’Connor, Transitional CEO, to ensure a seamless transition. Scott’sresume is included in Section 5.0.3.1.12 – 10 Staffing

Other Key Positions• Senior Director of Retail Development – Sue StrouseConfidential material begins here.Confidential material ends here.• Director of Interactive – Ailsa McKnightConfidential material begins here.Confidential material ends here.• Director of Sales – Victor Golden, EUA employeeConfidential material begins here.Confidential material ends here.• Director of Contract Compliance – Jenny WaldingerConfidential material begins here.Confidential material ends here.• Manager Retail Recruitment – Charles O’DonnellConfidential material begins here.Confidential material ends here.• Recruiting Database Administrator – Charles HowardConfidential material begins here.Confidential material ends here.Staffing 3.1.12 – 11

3.1.12.3Northstar Lottery Group Partner OrganizationsThe foundation of our organization is formed by a powerful combinationof GTECH Corporation and Scientific Games International (SGI) andsupported by Energy BBDO. The strength of this group provides the Lotterywith a new and exciting organization, and a mix of skills and experiencethat is unmatched in the industry. Key individuals from these companiesnow fill internal or expanded roles, while the full resources of the companiessupport the Illinois Lottery.For organizational charts for the major supply partners, please seeMajor Supply Partner Organizational Charts, which is located behindthe Appendices tab.Supply Contract Key ManagersThe key managers from each of the Group’s partners are listed in thefollowing pages, along with the percentage of their time that will bedevoted to Illinois, and where they will be based. Resumes of the keymanagers from the Group’s partners are provided are part of Form 6.GTECH Corporation – Illinois-Based• GTECH General Manager – Dane Cox, based in Illinois,100% dedicated to the Illinois Lottery.• Site Operations Manager – Nuala Cunningham, based in Illinois,100% dedicated to the Illinois Lottery.• Technology Services Manager – Vicki Thompson, based in Illinois,100% dedicated to the Illinois Lottery.• Network Support Specialist – Darin Herman, based in Illinois,100% dedicated to the Illinois Lottery.• Retailer Services Manager – Dan Taylor, based in Illinois,100% dedicated to the Illinois Lottery.• Acceptance Testing Coordinator – Recenia Tucker, based in Illinois,100% dedicated to the Illinois Lottery.• Database and Reporting Specialist – Mari Crayne, based in Illinois,100% dedicated to the Illinois Lottery.• Sales Reporting Specialist – Allison Macaione, based in Illinois,100% dedicated to the Illinois Lottery.• Retailer Development Specialist – Jim Kwit, based in Illinois,100% dedicated to the Illinois Lottery.3.1.12 – 12 Staffing

GTECH Corporation• Vice President, U.S. Business Development – Chris ShabanConfidential material begins here.Confidential material ends here.• Director, Regional Marketing – Nathanael WorleyConfidential material begins here.Confidential material ends here.• Regional VP, Central Region – Tim SimonsonConfidential material begins here.Confidential material ends here.• Vice President and Deputy General Counsel – Rob HochsteinConfidential material begins here.Confidential material ends here.• Vice President, Marketing – Michelle CarneyConfidential material begins here.Confidential material ends here.• Chairman of the Board – Don SweitzerConfidential material begins here.Confidential material ends here.• SVP Corporate Affairs – Bob VincentConfidential material begins here.Confidential material ends here.Staffing 3.1.12 – 13

• Marketing Analyst – Kathy LavigneConfidential material begins here.Confidential material ends here.• VP, Client Services – Leonard OsinskiConfidential material begins here.Confidential material ends here.• Senior Vice President and General Counsel – Michael PrescottConfidential material begins here.Confidential material ends here.• Senior Vice President, Global Technology Solutions –Matt WhalenConfidential material begins here.Confidential material ends here.• Chief Technology Officer – Don StanfordConfidential material begins here.Confidential material ends here.• VP Marketing Business Operations – Michelle TomaoConfidential material begins here.Confidential material ends here.3.1.12 – 14 Staffing

GTECH Corporation’s External ResourcesThe Group is pleased to enhance the capabilities of our internal resourcesand partner organizations with support from some of the global lotteryindustry’s most uniquely qualified individuals. During the Transition andRamp Up periods, these consultants will spend between 30%-100% of theirtime in Illinois or dedicated remotely to the Group, depending on the timerequired for their specific area of responsibility. Each person is committedto spending as much time as is necessary to establish a foundation for theIllinois Lottery’s long term success.Confidential material begins here.Confidential material ends here.Staffing 3.1.12 – 15

Scientific Games• Scientific Games General Manager Instant Ticket Services –Allen BlankenshipConfidential material begins here.Confidential material ends here.• Instant Ticket Warehouse Manager – Jeremy SwansonConfidential material begins here.Confidential material ends here.• System Administrator – Turner BlanchardConfidential material begins here.Confidential material ends here.• Instant Ticket Product Manager – Karen Harris,Regional Director – IllinoisConfidential material begins here.Confidential material ends here.• Account Executive, Customer Service – Katie GerstConfidential material begins here.Confidential material ends here.• Project Manager and Director, Instant Ticket Services –Cherie PeytonConfidential material begins here.Confidential material ends here.• Vice President, U.S. Sales – Keith CashConfidential material begins here.Confidential material ends here.3.1.12 – 16 Staffing

• Vice President, Strategic Planning and Instant Ticket PrizeStructures – Jim O’BrienConfidential material begins here.Confidential material ends here.• Vice President, Instant Ticket Services – John SchulzConfidential material begins here.Confidential material ends here.• Vice President, Global Marketing – Jennifer WelshonsConfidential material begins here.Confidential material ends here.• Chair Emerging Market Counsel and Research Manager –Ambika JackConfidential material begins here.Confidential material ends here.• Vice President, Retail Development – Jeff SinacoriConfidential material begins here.Confidential material ends here.• Senior Vice President, Sales and Marketing – Jeff ShoumakerConfidential material begins here.Confidential material ends here.• Senior Director, Lottery Product Marketing – Leslie BadgerConfidential material begins here.Confidential material ends here.• Vice President, Linked Games – Amy HillConfidential material begins here.Confidential material ends here.Staffing 3.1.12 – 17

Energy BBDO• President and CEO – Tonise PaulConfidential material begins here.Confidential material ends here.• SVP, Managing Director, Proximity – Andrew KasprzyckiConfidential material begins here.Confidential material ends here.• Chief Creative Officer – Dan FietsamConfidential material begins here.Confidential material ends here.• Strategy Supervisor, OMD – Justin SouthernConfidential material begins here.Confidential material ends here.• VP, Group Account Director, The Integer Group –Julie Grzetich-O’ConnorConfidential material begins here.Confidential material ends here.• VP, Account Director, Energy BBDO – Nicole TorrilloConfidential material begins here.Confidential material ends here.• Integrated Strategist – TBDConfidential material begins here.Confidential material ends here.3.1.12 – 18 Staffing

• SVP, Client Services Director, Energy BBDO – Anna BleersConfidential material begins here.Confidential material ends here.• VP, Creative Director – Grand TennisonConfidential material begins here.Confidential material ends here.• VP, Creative Director – Jonathan LinderConfidential material begins here.Confidential material ends here.• SVP, Director of Marketing Science – Matt SundersonConfidential material begins here.Confidential material ends here.• VP, Planning Director – Jani WestcottConfidential material begins here.Confidential material ends here.• Business Intelligence Director, OMD – Sergen OzbekConfidential material begins here.Confidential material ends here.• Midwest Digital Director, OMD – Mike SolomonConfidential material begins here.Confidential material ends here.• Group Strategy Director, OMD – Montrew NewmanConfidential material begins here.Confidential material ends here.Staffing 3.1.12 – 19

• VS, Director of Interactive Solutions – Claudia RichmanConfidential material begins here.Confidential material ends here.• SVP, Creative Lead – Kevin LynchConfidential material begins here.Confidential material ends here.3.1.12.4Northstar Lottery Group Board of AdvisorsThe Board of Advisors is comprised of residents of Illinois. The first yearmeeting schedule is as follows:Confidential material begins here.EmploymentOpportunityConfidential material ends here.Figure 3.1.12 – 7:Board of Advisors Responsibility MatrixItem Responsible Party Board Responsibility FrequencyBusiness OpportunityPlanResponsible Gamingand ConsumerProtectionCharitable andPhilanthropic ProgressVP Human Resources • Review Job Postings• Performance Report onEmployment StatisticsVP Finance • Performance Report onSubcontractor andVendor Contracting• Review IndividualProcurementsVP Responsible Gaming • Responsible GamingPerformance Metrics• Independent ExternalExpert Report onGAM—GaRD ProcessCEO • Develop PhilanthropyPlan• Distribution ReportOngoingQuarterlyQuarterlyOngoingQuarterlyQuarterlyAnnualQuarterlyPerformance Review CEO • Business Plan Update Quarterly3.1.12 – 20 Staffing

Members of Northstar Lottery Group Advisory BoardDick Devine, ChairmanPartner at Meckler Bulger Tilson Marick & Pearson LLP (MBT)Mr. Devine has been a trial lawyer for more than 35 years, a Fellow of theAmerican College of Trial Lawyers, former Cook County State’s Attorney(1996-2008), past President of the Board of Commissioners of the Chicago ParkDistrict (1990-1993), First Assistant State’s Attorney to then State’s AttorneyRichard M. Daley (1980-1983), and as an aide to Mayor Richard J. Daley(1969-1972).Sharon Gist GilliamPrincipal at Unison Consulting (UCG)Ms. Gist Gilliam is principal at UCG, a management consulting firm,and serves on the boards of Mundelein College, Illinois State Boardof Education, Chicago Board of Education, and Northwestern MemorialHospital. She is also past Chairman of the Board at the ChicagoHousing Authority.David GuptaPresident and Founder of Systems Development Integration, LLCMr. Gupta founded System Development Integration (SDI) LLC in 1996.SDI delivers technology-based support of mission-critical systems andinfrastructure that were directly impacted by Homeland Security issues andproperty ownership responsibilities. In particular, SDI provides criticalservices that have a real impact on securing airports, enabling 911 calls,moving public transit, and educating children.Karen HasaraFormer Mayor of SpringfieldMs. Hasara was the mayor of the City of Springfield from 1995 to 2003, anIllinois State Senator from 1993 to 1995, and an Illinois State Representativefrom 1986 to 1993. She also serves on the University of Illinois Board ofTrustees, Illinois Equal Justice Foundation Board, Executive Committee ofthe U.S. Center for Citizen Diplomacy, and the Springfield Mass TransitBoard of Trustees.Manny SanchezPartner at Sanchez Daniels and Hoffman, LLPMr. Sanchez serves on the boards of New America Alliance, Economic Clubof Chicago, and Chicagoland Chamber of Commerce. He is also thefounding member of the Mexican American Lawyers Association and theLatin American Bar Association.Staffing 3.1.12 – 21

Rufus WilliamsPresident and CEO of Olympus, LLCMr. Williams is responsible for overall firm management and businessdevelopment at Olympus, is a Certified Public Accountant, was appointedto the Chicago Public Schools (CPS) Board in 2005, and served as presidentfrom 2006-2009. In addition to serving as president for the Better BoysFoundation, he has served as Vice Chairman and Treasurer of the Board ofTrustees of Providence – St. Mel School and as the President of the LocalSchool Council of Whitney M. Young Magnet High School.Northstar Lottery Group Board of ManagersThe Board of Managers meets at least on a quarterly basis to create,approve and track compliance with the Annual Business Plan.In addition, the members of the Board will also be allocating the percentageof time listed below to be in Illinois to make a material contribution to theGroup’s operations through 12/31/2011.• Connie Laverty O’ConnorConfidential material begins here.Confidential material ends here.• Jaymin Patel, ChairmanConfidential material begins here.Confidential material ends here.• Alan ElandConfidential material begins here.Confidential material ends here.• Scott GunnConfidential material begins here.Confidential material ends here.• Jim KennedyConfidential material begins here.Confidential material ends here.3.1.12 – 22 Staffing

The Group is managed under the authority of a Board of Managers (theBoard) which comprises a chairman and four board members, two of whomare appointed by GTECH, one of whom is appointed by SGI, and the GroupCEO. The Chairman will be Jaymin Patel, and the initial members of theBoard are Alan Eland, Scott Gunn, Jim Kennedy, and Connie LavertyO’Connor. The Superintendent of the Illinois Lottery will be invited toparticipate in appropriate portions of the quarterly Group Board ofManagers meetings.Confidential material begins here.Confidential material ends here.3.1.12.5Recruiting PhilosophyThe main focus of the Group’s recruitment activity is to source, attract,identify, and hire the best-in-class talent. This talent will demonstrate adesire to grow professionally, be dedicated with a strong work ethicand possess high energy and mental focus. Thoughtfully, consistentlyand constantly building the leadership and talent within theorganization through recruiting and employee development will allowthe Group to continue to expand the human capital necessary toaccommodate the Corporation’s future talent needs. It is this talent thatwill drive our business and deliver solutions to support corporateobjectives and achieve outstanding results for our investors, colleagues,community and shareholders.Staffing 3.1.12 – 23

Key Recruiting ObjectivesThe following is a list of key recruiting objectives established to recruit andretain a high quality workforce that reflects the vision and values of theNorthstar Lottery Group.Recruiting Objectives:• Ensure that a recruiting capability exists by providing the philosophy,direction, and tools necessary to attract the global talent needed tosupport the business goals.• Ensure that a focused recruitment process (requisition, positionneeds analysis, sourcing strategy, interview, candidate evaluation,reference check, offer) is followed to select and hire the mostqualified and talented candidate.• Proactively recruit employees who support the Group’s business,vision and values.• Hire from internal and external sources in a formalized, comprehensive,and targeted manner to proactively cultivate candidates.• Support the Group’s culture that recognizes and values diversity aspart of its workforce and vendor base.Confidential material begins here.Confidential material ends here.3.1.12 – 24 Staffing

To the extent allowable by law and in compliance with RegulatoryRequirements and the Private Manager Agreement (PMA), the PrivateManager will also consider hiring Employee Use Agreement employees.Additionally, the Private Manager Board of Advisors will be utilized toidentify candidates and recruit employees that represent the wide talentsand diversity of Illinois.Northstar Lottery Group Equal Employment OpportunityPolicy StatementThe Northstar Lottery Group is committed to equal opportunity inemployment and a work environment that values workplace diversity andrespect for all employees.It is the Group’s policy to provide equal employment opportunity for allemployees on the basis of qualification and merit, and not discriminate onthe basis of race, color, creed, religion, national origin, age, disability, sex,sexual preference, sexual identity, marital status, military status, veteranstatus, or any other legally protected status in accordance with applicablelocal, state, and federal laws.The Group will undertake programs of affirmative action to ensure thatminority group members and women are afforded equal employmentopportunities without discrimination.To the extent reasonably possible, the Group will accommodate individualswith disabilities in the application, hiring, and employment process.Reasonable accommodation is available to all employees and applicants,so long as the accommodation does not create an undue hardship for theGroup, and can be provided without posing a substantial safety risk.The Group enforces compliance with this policy by implementing practicesto execute these policies in the conduct of our business, training employeesin the application of such procedures, and disciplining employees for breachof these policies and procedures.3.1.12.6Management of Lottery EmployeesWe welcome EUA employees, as is possible, to participate in theadvantages offered to all Northstar Lottery Group Employees. We areexcited to bring on board this group of talented and experiencedemployees and participate in their professional development. We believethat gains for our employees equal a win for our organization, and nextintroduce our philosophy of employee development.Staffing 3.1.12 – 25

Confidential material begins here.Confidential material ends here.3.1.12 – 26 Staffing

The Northstar Lottery Group will direct and control the duties of the96 Lottery employees subject to the provisions of the Employee UseAgreement, PMA, and Illinois Lottery Operating Standards. We recognize,however, that such direction and control must be consistent with statepolicies and rules, and where applicable, any collective bargainingagreement. The Figure above outlines the Payroll and Functional Titlesof each EUA position as well as where each position will be located.3.1.12.7Employee Development PhilosophyEUA employees will be eligible to participate in the Group’s professionaldevelopment programs through GTECH’s employee development division.Professional development serves as the bridge between where employeesare now and where they will need to be to meet new challenges in thefuture. We fully believe it is imperative to enhance the skills of currentemployees to foster creativity and growth.Professional development plays an essential role in the successfuldemonstration of the abilities, skills, knowledge, training and experienceneeded by each employee to excel in their careers and provide valueto the company. The Group believes that employees should have controlof their professional destiny, and encourages employees to adopt aself-directed approach to career development by obtaining the necessaryskills, training and education to become eligible for career opportunities.The career development program is also designed to offer employeesopportunities to advance to higher-level positions or consider lateral movesthat may increase skills and cross-functional training.A vital component of career development at GTECH is rooted in its LearningServices Department. Northstar Lottery Group employees, including EUAemployees will have access to many of the same career developmentresources and tools available to GTECH employees around the world.The Learning Services Department is dedicated to providing the resourcesneeded to satisfy training requirements and enhance professionaldevelopment. A variety of training is offered, including in the key areas of:Technology, Processes, Professional Development and Leadership.To meet diverse needs, courses are available in such formats asinstructor-led, remote Webinars, and self-paced eLearning. Currently329 self-paced eLearning courses covering a wide range of topics areavailable to all employees.Staffing 3.1.12 – 27

The Leadership Potential Review Process (LPR)Northstar Lottery Group employees will participate in GTECH’s formalleadership development process. We seek new leadership for developmentfrom within the ranks of current contributors. The LPR process facilitatessuccession management. Through this process, the company identifiesand prepares future leaders to meet business challenges. The LPRprovides management an opportunity to assess talent, build meaningfuldevelopment plans, and address strategic resourcing priorities. The goalof the review process is to create the most skilled and diverse leadershippool possible. The LPR is conducted annually and a web-based system hasbeen constructed to automate the process and to ensure the integrity ofLPR data throughout the company.The leadership development process is supported with the followingprocess goals:• Encourage management development through educationalinterventions, assignment rotations, performance evaluation,performance appraisal, and management incentive programs.• Enter into and sustain business opportunities that exploit thestrength of our leadership, now, and into the future.• Challenge all employees to strive to be leaders by providing aconsistent, integrated structure of resources, incentives, and standards.• Integrate leadership development efforts across business units andorganizational levels. Ensure for an appropriate mix of programssponsored at each organizational level and prioritize resources.The Group encourages all employees to take a self-directed approach totheir career development. In accordance with this philosophy, Northstarwill implement tools and courses to help new employees acclimate to thebusiness and ultimately set the foundation for immediate productivity. Thesuccess of the Lottery depends on the talents of the individuals who canadd value to our business each day.3.1.12.8Five-Year Staffing PlanThe Northstar Lottery Group’s 5-year staffing plan is outlined in thefollowing table.3.1.12 – 28 Staffing

Confidential material begins here.Confidential material ends here.Staffing 3.1.12 – 29

3.1.13ProcurementTable of Contents3.1.13.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.13.2 Bidding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4Procurement Methods. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Request for Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Invitation to Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Solicitation Issuance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Evaluation Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63.1.13.3 Selection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7Award and Negotiation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73.1.13.4 Manage Vendors and Subcontractors . . . . . . . . . . . . . . . . . . . . . . .83.1.13.5 Minority-Owned Businesses, Female-OwnedBusinesses and Businesses Owned byPersons with Disabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .83.1.13.6 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11Procurement 3.1.13 – 1

3.1.13.1IntroductionThe Northstar Lottery Group (the Group) understands the need to workwith outside vendors to procure certain necessary goods and services, andappreciates the value such goods and services bring to the overall lotteryoperation. GTECH Corporation (GTECH) and Scientific Games International(SGI) operate in an increasingly competitive environment. Each organizationunderstands the importance of procurement, and that the ability toobtain superior goods and services at the best prices affects our abilityto compete in the marketplace. It is a crucial component to successfulongoing operations, as well as competing for and winning new businessopportunities. Leveraging its contributing members’ experience in thisarea, the Group has established procurement procedures and guidelinesthat will be followed as the need to procure goods and/or services arises.These procurement procedures incorporate the Group's best practices andincorporate the procurement provisions and regulations set forth in, andare subject to, the Operating Standards for the Illinois Lottery (OperatingStandards) and Article 7 in the Private Management Agreement (PMA).The Group is committed to ensuring that all contracts for gamingproducts and services in excess of $50,000 (excluding materials, supplies,equipment and services common the ordinary operation of a corporation)(Major Procurements), will be solicited through the use of a competitiveprocurement process. Our guiding principle for procurement will be toenter into strategic vendor relationships that provide the best value tothe State by soliciting open and competitive proposals from responsible,responsive, qualified prospective bidders. The Group is committed tofollowing all established policies and procedures detailed in the OperatingStandards, subject to any exceptions that fall within criteria outlined inSection 2.6.4 (a) of the Operating Standards.The Group may suspend, revoke or refuse to renew any Major ProcurementContract for good cause shown and with advance notice to the Lottery.When conducting Major Procurements, the Group shall seek to ensurethat the Lottery’s best interests are represented and that any resultingcontracts provide the greatest long-term benefit to the State and thebest products and services to the public, at the highest levels of integrityand responsibility. Northstar will obtain all required Division approvals,in accordance with the Operating Standards, prior to entering into orexecuting a Major Procurement or a Major Procurement Contract.3.1.13 – 2 Procurement

All Major Procurement Contracts will be in writing and memorialize thecomplete and total agreement between the parties. Major ProcurementContracts shall include the provisions set forth in Section 2.6.3 (b) of theOperating Standards. If any amendments, supplements, or modificationsto Major Procurement Contracts become necessary, these will also bein writing and memorialize the complete and total agreement betweenthe parties. The Group acknowledges that it may only enter into suchamendment, supplement, or modification if the Manager determines that:the contract amendment is within the original scope of work and within theintent and purpose of the applicable Major Procurement Contract, and/orthe contract amendment is a logical extension of the original scope of workof the applicable Major Procurement Contract, and/or if entered into as astand-alone contract, would not constitute a Major Procurement Contract.Our process is designed to ensure that all parties involved in MajorProcurements participate fairly, honestly, and in good faith. The Group’sProcurement Procedures and Guidelines establish clear criteria andprovisions to be followed when procuring goods or services. Theprocurement process can be described by detailing the process into thefollowing categories: Solicitation Issuance, Evaluation Procedure, Awardand Negotiation.The Group will manage all vendors and subcontractors in the best interestof the Lottery, pursuing the following major objectives:• Ensure effectiveness and efficiency of each contract.• Encourage at least twenty percent (20%) of the costs of allSubcontracts and Vendor Contracts entered into after the AgreementEffective Date to be awarded to businesses that are a minority-ownedbusiness, a female-owned business or a business owned by a personwith a disability.• Guarantee smooth operations.• Guarantee satisfaction of lottery retailers and players.Effective management of vendors and subcontractors will be achieved byputting in place best in class procedures for the following:• Hosting competitive bidding procedures.• Selecting vendors and subcontractors.• Managing vendors and subcontractors.Procurement 3.1.13 – 3

3.1.13.2BiddingProcurement MethodsFor the purpose of issuing solicitations for goods and services, two formsof procurement methods may be used, Request for Proposals (RFP) andInvitation to Bid (ITB).Request for ProposalsIf the Group makes the determination that an RFP is the most appropriateprocurement method for the particular good or service required, theprocedures for issuing an RFP will be followed.An RFP will be drafted using the Group's standard template, which isdescribed in more detail later in this section. The Group will compile alist of potential vendors using the following methods: including vendorscurrently providing services to the Lottery, vendors known to the Group,vendors listed on the State Business Enterprise Program Vendor Directory(BEP Directory), and vendors listed on the Illinois Procurement Bulletin. TheGroup will then publish each RFP via Web link, located on both the Group’sand the Lottery’s Website, and will further solicit interest by sending formalnotice of the RFP to the documented list of vendors (and, in its discretion,the Illinois Procurement Bulletin).Invitation to BidIf the Group makes the determination that an ITB is the most appropriateprocurement method, the procedures for issuing an ITB will closely mirrorthose established for procurements generally, in that the Group's approachto the ITB will promote the same levels of integrity, transparency andfairness as with any other procurement it conducts.The Group will notify vendors of potential opportunities in several ways.It will establish a Web link entitled “Major Procurement Opportunities”where it will publish each open ITB. Where appropriate, the Group will alsomake use of the State's Illinois Procurement Bulletin in order to promoteas much awareness about potential subcontracting opportunities aspossible. In addition, the Group will carefully consider vendors that possessthe right amount of experience and skills for a particular opportunity andsend a formal notice to those vendors instructing them as to where to findadditional information for the opportunity.3.1.13 – 4 Procurement

Where it is impractical to prepare initially definitive specifications for anyparticular procurement opportunity, the Group may engage in a multi-stepbidding process using the guidelines provided in Section 2.6.5 (b) of theOperating Standards. Using the two-phased technical/price approach,the Group will continue to support the Lottery's objectives for a fair andtransparent evaluation process. Bidders will be required to submit separatepricing proposals, which will remain sealed until such time as the Group hasevaluated all technical proposals. A contract will be awarded to the lowestresponsive, responsible bidder.In the event of a tie-bid, the Group will follow the procedure detailed inSection 2.6.5 (b) of the Operating Standards and award such opportunityto a minority-owned, female-owned business or a business owned bypersons with disability (and then, if still a tie, at the Group’s sole andreasonable discretion).Solicitation IssuanceThe Group will use internal subject matter experts and discuss with theLottery to identify prospective vendors with whom we look to conductbusiness. When appropriate, the Group will utilize third-party services toanalyze the marketplace and help identify potential vendors that wouldqualify to respond to the specific opportunity.Relying on best practices that GTECH and SGI have found successful, theGroup will utilize a standardized RFP template that includes standard termsand conditions where applicable. Using the Group’s standard template,each RFP will include, at a minimum, the following elements:• Illinois Lottery descriptions.• The Group's corporate overview.• A detailed scope of work for the opportunity. The Groupacknowledges that the scope of work must be sufficient enough indetail to minimize the likelihood of requests for clarification.• Minimum vendor requirements, if any (e.g., experience, insurancerequirements, response format, etc.).• Instructions for submitting a sealed cost proposal, which shall beseparate from a bidder's technical proposal.• Contact information for the person at the Group who is administeringthe procurement.• A schedule of events that specifies deadline requirements and allowsprospective bidders sufficient time to prepare a comprehensiveproposal.• Clear details as to any proposal restrictions, including restrictions oncommunications with the Group and/or the Lottery, if any.• A thorough explanation of the evaluation procedure that will beutilized, including evaluation criteria and an evaluation process basedon which the RFP responses will be evaluated.• Invoicing and payment terms.• A declaration of any contract terms and conditions or other legalobligations that the Group will require in any resulting agreement.• Required Service Level Agreements (SLAs) in any resulting contract.Procurement 3.1.13 – 5

In addition, each RFP will be reviewed and approved by the Group prior topublication to ensure that the RFP includes sound business principles, anadequate description of the scope of products and services required, andadherence to the principles of competition prescribed in Section 2.6.2 ofthe Operating Standards.As part of the Major Procurement, the Group shall have the right toamend an RFP in writing at any time (provided that any such addendumor amendment will be issued in accordance with the solicitation issuanceprocedures), cancel an RFP in its entirety, reissue an RFP, and reject any andall proposals.Evaluation ProcedureProposals received by the Group will be evaluated in accordance with thesolicitation criteria described in the RFP and in a manner that reasonablyensures that all proposals are impartially considered and requirementsadequately met. The Group will establish an evaluation committee toparticipate in the evaluation procedure.Prior to reviewing proposals, each evaluation committee member willreview a list of vendors submitting a proposal, and be responsible fordetermining if a potential conflict of interest exists with a potential vendor.Each committee member will sign a statement stating whether or notthe member has a potential conflict of interest.All proposals will be evaluated in accordance with the evaluation criteriaset forth in the RFP, which will be designed to select proposals that providethe best overall value, greatest long-term benefit to the state, and thegreatest integrity for the Group and the Lottery, and the best productsand services for the public.The Group’s evaluation procedure may be summarized as follows:• Develop evaluation criteria and an evaluation process based on whichthe RFP responses will be evaluated.• Create an internal committee/cross functional team that will beresponsible for reading the proposals, attending vendorpresentations and evaluating the vendor proposals based on theevaluation criteria set forth in the RFP.• Send requests for clarification to vendors when necessary.• Make a vendor selection.• Notify vendor of award.As part of the Group’s evaluation procedure, all records that reflect theprocess and procurement will be saved by the Procurement Officer inaccordance with the provisions outlined in the Operating Standards forthe Lottery.3.1.13 – 6 Procurement

During the evaluation process, the Group may conduct investigationsas permitted by State Policies and Rules regarding past business history,and the practices and abilities of vendors, their officers, directors,employees, owners, team members, partners and/or subcontractors in aneffort to obtain information with relevance for consideration in evaluationof the proposals.Throughout the procurement process, the Group will conduct allcommunication and negotiation in a manner so as not to disclose anyinformation that would give one or more vendors an unfair advantage orunfairly enable one or more vendors to improve their bids, offers, quotesor proposals as a result. No communication outside of the procurementprocess initiated by vendors, their attorneys, or representatives will beallowed with the Group’s key personnel. Adhering to the conditions statedabove, the Group will communicate, clarify, and negotiate in the bestinterests of itself and the Lottery.3.1.13.3SelectionAward and NegotiationUpon completion of evaluation of each proposal, the Group will make avendor selection and notify the vendor of award. Negotiations will takeplace with the vendor whose bid, offer, quote or proposal offers the bestoverall value to the Lottery. In the event that negotiations with the bestoverall value vendor fail to result in a contract, or if for any other reasona contract with such vendor is not executed, the Group may conductnegotiations with the vendor of second best overall value and so forth untila contract is successfully executed.All data, materials, and documentation originated and prepared for theGroup in connection with Major Procurements shall belong to the Groupand may be available to the public in accordance with State Policies andRules. In addition, all materials submitted to the Group by vendors shall,upon submission, become the property of the Lottery and may be used bythe Group to facilitate the Major Procurement.Procurement 3.1.13 – 7

3.1.13.4Manage Vendors and SubcontractorsEqually important to employing a rigorous procurement, the Group willbe responsible for actively and effectively managing each vendor andsubcontractor. The Group will enforce the respective service levelagreements throughout the life of all contracts. For this reason,responsibilities to monitor material contracts will be assigned as follows:The Vice President of Operations will be responsible for overseeing:• The technology provided by GTECH.• The operational Service Level Agreements provided by GTECH.• The print quality provided by SGI.• The warehousing and distribution provided by SGI.The Vice President of Sales and Marketing will be responsible foroverseeing:• The advertising provided by BBDO.• The public relations support provided by BBDO.All vendors and subcontractors will be strictly monitored and all relatedreports will be made available to the Lottery. For subcontracts entered intofollowing a Major Procurement, the Group shall ensure that thesubcontracted services contain provisions, terms and conditions that areconsistent in all material respects with the applicable terms and conditionsof the Private Management Agreement.3.1.13.5Minority-Owned Businesses, Female-OwnedBusinesses and Businesses Owned by Persons with DisabilitiesThe Group recognizes the responsibility it has to the State of Illinoisand believes that it is important to help create and sustain an equitablebusiness environment by promoting the participation in the contractingand procurement of all qualified and available businesses owned and/orcontrolled by minorities, women or individuals with disabilities. The Groupbelieves that the development and maintenance of a stable and diversebusiness community will contribute to the overall economic growth of theState of Illinois and foster the full participation of minorities, women andindividuals with disabilities in the community at large.The Group is committed to the goal of enhancing economic opportunitiesfor businesses that are owned by minorities, women or individuals withdisabilities. The Company will strive to enhance supplier diversity withrespect to its own contracting and purchasing and seek to ensure that allof its contractors, subcontractors and vendors abide by the spirit and intentof this goal.3.1.13 – 8 Procurement

As illustrated in Section 3.1.12, Staffing, The Group will appoint an AdvisoryBoard that will also act as the Advisory Council (the “Advisory Council”)to provide guidance in connection with The Group’s compliance with therequirement to encourage at least twenty percent (20%) of the costs ofall subcontracts and vendor contracts entered into after the AgreementEffective Date to be awarded to businesses that are owned by minorities,women or individuals with disabilities. Advisory Board members have beenidentified, as stated in Section 3.1.12, Staffing, in compliance with therequirement that it include individuals who have experience or otherexpertise in implementing effective programs that encourage economicparticipation of businesses that are owned by minorities, women orindividuals with disabilities.These individuals will bring their knowledge and understanding ofequal opportunity programs to the Group to ensure that the Group isin compliance with the State of Illinois’ requirements for contractingwith businesses that are owned by minorities, women or individuals withdisabilities. The Advisory Council shall also serve as an educational, researchand technical resource for the Group and advise the Group’s managementteam on best practices regarding the recruitment, selection andengagement of businesses that are owned by minorities, women orindividuals with disabilities. The Advisory Council shall annually elect achairman, vice-chairman and secretary to ensure the Group’s compliancewith its obligations to the State of Illinois.The Group’s management will work closely with the Advisory Council toensure it meets the requirements set forth by the State of Illinois.The Group is committed to equal opportunity in employment and businessopportunities and an environment that values workplace diversity andrespect for all individuals. To that end, the Group will provide an EqualEmployment Opportunity and Business Opportunity Plan (“EEBOP”) to thedivision, describing how the Group will ensure that minority group membersand women are afforded equal employment and business opportunitieswithout discrimination.The EEBOP will identify an individual who will serve as the EqualOpportunity Officer (“EOO”). The EOO shall be directly responsible forthe organization and continuing implementation of the Group’s approvedEEBOP. The EEBOP will also outline training and educational programs forkey personnel of the Group on how to encourage businesses that are ownedby minorities, women or individuals with disabilities to compete forsubcontracts and vendor contracts on an equal basis.Procurement 3.1.13 – 9

The EEBOP will include a requirement for the monitoring and review ofall of the Group’s personnel and contracting procedures and processesincluding any recommendations or procedures on the disciplinary actionsthat may result from any violation of the EEBOP. Finally, the EEBOP will setforth the Group’s reporting obligations which will include, but will not belimited to, the preparation of reports, documentation and statisticalinformation concerning the Group; efforts to ensure that equal opportunityis being afforded to all persons; the Group’s good faith efforts to implementthe EEBOP; all forms of compensation paid to any contractor orsubcontractor of the Group; a description of all training programs designedfor key personnel related to contracting businesses that are owned byminorities, women or individuals with disabilities; and grievance processesfor complaints related to equal employment and business opportunities.A report on The Group’s performance pursuant to the EEBOP will also beprovided to the Governor’s office on an annual basis.The Group will make an annual review of its current EEBOP and its overalleffectiveness and institute any revisions or modifications that are warranted.The review will analyze (independently and collectively) the affirmativeaction steps and strategies taken by the Group. The Group will continuallymonitor these processes and strategies in order to identify the need fora new affirmative action effort and/or deletion of ineffective existingactivities. All changes to the EEBOP will be submitted to the AdvisoryCouncil for approval. The Group’s EOO will continually monitor therates of contracts awarded to businesses that are owned by minorities,women or individuals with disabilities in an effort to identify any typeof underutilization. If underutilization exists, corrective action will beimmediately implemented. The goals and timetables will also be reviewedperiodically and updated when necessary.The Group is committed to a comprehensive program of minority,women and disadvantaged business development and wants to ensure thatmaximum opportunities exist for such enterprises. The Group will enforcecompliance with its polices and the EEBOP by implementing practicesto execute these policies in the conduct of its business and training of itsemployees and by disciplining individuals for breach of these policies andprocedures. Notwithstanding any of the above, the Group will comply withall jurisdictional laws, rules, and regulations governing non-discriminationof employees.3.1.13 – 10 Procurement

The Group’s contributing members currently have relationships withvendors and subcontractors that are minority-owned, female-owned, orowned by a person with a disability, and highlight such examples following.GTECH Corporation, one of the Northstar Group’s members, works withIGOR, the Watchdog Corp, an Illinois-based female-owned business, for itsfield service needs, and intends to continue that relationship going forward.Energy BBDO, one of the partners in the Group, has a strong commitmentto spending production dollars in Illinois. Every production job that EnergyBBDO has executed over the past year was done locally employingIllinoisans. Energy BBDO also actively supports the Business EnterpriseProgram (BEP) and uses BEP vendors whenever possible. In the past year,Energy BBDO has already completed more than 60 percent of its goalamount.When the need to procure goods and services arises in support of the lotteryoperation, the Group will be committed to ensuring the Lottery’s bestinterests are represented through the procurement process. All terms andconditions will be sufficiently detailed to enable and make certain a fair andhonest process is conducted, including any and all restrictions, rules andprohibitions that govern the Lottery’s procurement process. We are pleasedto offer the Lottery the experiences of the Group’s contributing membersin this area and look forward to working with the Lottery to attain thegreatest overall value, and best products and services, while maintainingthe highest level of integrity during procurement, with respect to allresulting contracts.3.1.13.6AssumptionsProcurement proceedings described above will include the followingassumption:• All replacement contracts will take place as described in Section3.1.16, Transition Plan.Procurement 3.1.13 – 11

3.1.14ComplianceTable of Contents3.1.14.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.14.2 Underage and Excessive Play . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.14.3 Game Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.14.4 The Northstar Code of Ethics Policy . . . . . . . . . . . . . . . . . . . . . . . . .33.1.14.5 Accounting and Internal Controls . . . . . . . . . . . . . . . . . . . . . . . . . .43.1.14.6 Confidential Information and Records Retention . . . . . . . . . . . . . . . .53.1.14.7 Roles and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .63.1.14.8 Assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6Compliance 3.1.14 – 1

3.1.14.1IntroductionThe Northstar Group will always conduct business in an ethical manner,with integrity, trust, respect, and fair dealing. To facilitate this philosophy,the Group will have a dedicated Compliance Department responsible foroverseeing a positive, proactive corporate-wide business ethics programdesigned to foster ethical business practices and decision-making.A Director of Contract Compliance and a Compliance Committee willoversee the Group’s Compliance Department. The Compliance Departmentwill develop and implement a compliance program designed to:• Educate all Northstar Lottery Group personnel on state policies and rules.• Promote an organizational culture that encourages ethical conductand a commitment to compliance with state policies and rules.• Prevent and detect criminal conduct, as well as acts and situationsthat, although not criminal, are improper, and any of which mightgive the appearance of impropriety, or that might impair theotherwise good judgment of the Group and its employees.3.1.14.2Underage and Excessive PlayAs outlined in Section 3.1.11, Responsible Gaming Program, the Group hasdefined an eight-step Responsible Gaming Plan to prevent underage andexcessive play.3.1.14.3Game RulesThe Northstar Lottery Group will comply with rules related tomulti-jurisdictional games offered by the Lottery. The Group will ensureany multi-jurisdictional game designs, prize structures, and other gameparameters are conducted and executed in accordance with themulti-jurisdictional governing body’s rules and in accordance with state andFederal law. This compliance will be a function of the Compliance Director,in conjunction with the Vice President of Sales and Marketing.3.1.14 – 2 Compliance

3.1.14.4The Northstar Code of Ethics PolicyThe Northstar Group will adopt the Code of Ethics Policy provided by thestate and will supplement the Code of Ethics Policy provided by the statewith its own Code of Conduct. These policy objectives are to set theexpected standards of behavior integrity for all employees, directors,officers, consultants, contractors, business partners, agents, suppliers andother representatives of the company. Adopting and enforcing a Code ofConduct policy is critical towards ensuring that the Group will always upholdthe highest standards of ethical behavior and commitment to the state.The Group will use the Code of Conduct to communicate the Group’s ethicalstandards and ensure violations of laws, state policies and rules, or otherinternal controls are prevented and detected and prevented.Each of the Group’s employees will be required to annually certify that heor she has read the Code of Conduct, understands its requirements andagrees to abide by all of its provisions and mandates. The Director ofContract Compliance will implement this annual certification program. Anyfailure to comply with the Code of Conduct, or a refusal by an employeeto annually certify his or her compliance, will result in disciplinary actionsbeing taken. The type and severity of the action (e.g. warning, termination)will depend on the circumstances. All such disciplinary actions will bedocumented and administered by the Director of Contract Compliance.The Compliance Committee will review the Code of Conduct and otherinternal controls and policies on a periodic basis to evaluate theireffectiveness and to ensure compliance. The Group, through its Complianceorganization, will take reasonable steps to:• Ensure the Code of Ethics Policy and Code of Conduct is beingfollowed. This includes monitoring and auditing to detect criminal orunethical conduct.• Periodically evaluate the effectiveness of its compliance and ethicsprograms. If it is determined that modifications to the Code ofConduct are necessary, the Director of Contract Compliance willfacilitate the implementation of such modifications with theassistance and oversight of the Compliance Committee.• Maintain and publicize a system that will include mechanisms to allowfor anonymity or confidentiality for Group employees and agents whoreport potential or actual criminal or unethical conduct, or seekguidance about doing so, without fear of retaliation.Compliance 3.1.14 – 3

3.1.14.5Accounting and Internal ControlsThe Northstar Lottery Group will maintain complete and accurate recordsof all transactions pertaining to the revenues, expenses, and costs of itsoperation and will file periodic reports as required by the PrivateManagement Agreement. The Group will also use all reasonable efforts tofacilitate the efforts of the state and its auditors to conduct operationaland financial audits of the Group. The operational audits will ensure theintegrity of the Group’s systems and processes as they relate to processing,storing, supporting and transmitting state data. The financial audits willmake certain that the Group’s invoices have been calculated in compliancewith the invoicing and pricing terms and conditions of the PrivateManagement Agreement.Relying on the expertise of its Legal, Human Resources, and Securitydepartments, the Group will submit a description of its system of internalprocedures (Internal Controls), as well as administrative and accountingcontrols, to provide reasonable assurances regarding the achievement ofobjectives in certain categories. These categories include, without limitation:• Efficiency of operations.• Reliability of financial reporting.• Compliance with state polices and rules.• Security and integrity of the Lottery.• All technology and communication solutions and systems, as well asany delivery or distribution process or system.The Northstar Lottery Group will modify its Internal Controls should eitherthe Group’s internal audit processes or the Lottery’s external auditsdetermine that modifications are necessary to comply with the OperatingStandards requirements.The Group’s Director of Contract Compliance will be responsible forcontinuously monitoring the adequacy, efficiency and effectiveness of theGroup’s Internal Controls. The Director of Contract Compliance will reportits findings to the Group’s Compliance Committee on a semi-annual basis.This report will summarize the effectiveness of Group’s current InternalControl procedures, as well as provide an opinion as to the Group’s overallrisk profile. The Director of Contract Compliance will also engage anindependent certified public accountant, licensed to practice in the stateof Illinois, to conduct an annual review of the Group’s Internal Controls andcertify that the Internal Controls conform, in all material respects, to theinternal control standards set forth by GAAP.3.1.14 – 4 Compliance

A formal Internal Audit will be conducted periodically and willindependently evaluate the efficiency and effectiveness of the Group'sInternal Control procedures. The Internal Audit will evaluate how the Groupis meeting the goal of constantly improving:• Corporate governance.• Risk management.• The reliability of internal control and compliance procedures as wellas information system and accounting management systems.• Compliance with government regulations and state policies and rules.• Other corporate functions such as responsible hiring practices.The Northstar Lottery Group understands the sensitivity of the Lotterybusiness. Therefore, as part of its Internal Control processes, the Group’shiring practices will include a rigorous background investigation process inorder to prevent the hiring of unsuitable persons. Although the Group doesnot predict that any of its employees would engage in criminal or unethicalconduct, it will nevertheless implement optimal procedures to ensure thatany such conduct is detected and that disciplinary measures are utilizedwhen appropriate.As part of its Internal Controls, the Group will establish:• Procedures for assuring that only properly qualified person areemployed in each position for qualification is required.• Procedures to ensure that no person whose qualification has beendenied, revoked, or suspended is employed in any positions thatrequire such qualifications.• Procedures for assuring that no qualified employee or organizationwho has committed a disqualifying offense is employed.3.1.14.6Confidential Information and Records RetentionThe Northstar Lottery Group will hold all confidential information in strictconfidence and will not disclose any confidential information to any thirdparty or use it for any purpose other than expressly permitted by the PrivateManagement Agreement or state policies and rules.The Group will establish and maintain a records-retention policy schedulefor all confidential information and all records in its possession. This includessecurely storing inactive information that the Lottery is still required to retain.This records-retention policy will be submitted to the Lottery for approval.Compliance 3.1.14 – 5

3.1.14.7Roles and ResponsibilitiesConfidential material begins here.Confidential material ends here.3.1.14 – 6 Compliance

3.1.15LegalTable of Contents3.1.15.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.15.2 Legislation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.15.3 Collective Bargaining Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.15.4 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33.1.15.5 Game Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33.1.15.6 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3Legal 3.1.15 – 1

3.1.15.1IntroductionNorthstar intends to hire an experienced attorney who will directlyreport to Northstar’s Chief Executive Officer. Throughout this section, thisindividual will be referred to as the Vice President of Legal and RegulatoryCompliance. This individual will directly oversee Northstar’s legal functions,and strive to approach legal issues with a business-oriented approachdesigned to achieve the Lottery’s goals and objectives in an effective andcost-efficient manner. The Vice President of Legal and RegulatoryCompliance’s responsibilities will include the following:3.1.15.2LegislationThe Vice President of Legal and Regulatory Compliance will have anin-depth knowledge of Illinois Lottery Law (20 ILCS 1605/1 through 27,as amended) as well as current lottery regulations, and work closely withthe Lottery, its General Counsel and Northstar’s Government Relationsorganization to ensure that Northstar is, at all times, in compliance withall relevant all State Policies and Rules. The Vice President of Legal andRegulatory Compliance shall also closely follow pending Illinois and Federallegislation to anticipate the effects of such legislation on the Illinois Lotteryand how such legislation may affect both the Lottery’s and Northstar’sday-to-day operations. As one specific example, the Vice President of Legaland Regulatory Compliance will track developments of the Internet Pilotlegislation included within the Illinois Lottery Law, as well as current federallegislation which affects Internet gaming, and the myriad legislativeinitiatives that may profoundly affect the scope of gaming available toIllinois residents.3.1.15.3Collective Bargaining AgreementThe Vice President of Legal and Regulatory Compliance will work closelywith Northstar’s human resources organization and, to the extent necessary,specialist labor and employment counsel, to ensure that Northstar fullycomplies with the collective bargaining agreements (“CBA”) applicable toEUA Employees. The Vice President of Legal and Regulatory Compliancewill work to ensure that Northstar complies with its obligations under theEmployee Use Agreement, and with all Private Management Agreementcovenants regarding EUA Employees. To the extent any disputes arise withrespect to EUA Employees in connection with the CBA, under the EmployeeUse Agreement, or otherwise, the Vice President of Legal and RegulatoryCompliance will work closely with local counsel and other subject matterexperts to ensure such disputes are resolved fairly and with minimaldisruption to Lottery operations.3.1.15 – 2 Legal

3.1.15.4ContractsThe Vice President of Legal and Regulatory Compliance will be primarilyresponsible for all aspects of Northstar’s contractual relationships with thirdparties. It will oversee the Company’s establishment of a procurementprocess to ensure that Northstar solicits, evaluates and selects third partiesconsistent with such procurement process and applicable covenants setforth in the Operating Standards and the Private Management Agreement.Further, the Vice President of Legal and Regulatory Compliance will ensurethat all Subcontracts and Vendor Contracts that exceed the dollar thresholdidentified in the Operating Standards will contain those provisionsmandated by the Private Management and further ensure that suchcontracts contain provisions that adequately protect Northstar and theLottery. Northstar intends to hire a Vice President of Legal and RegulatoryCompliance with significant prior corporate transactional experience, whichwill be an invaluable asset to both Northstar and the Lottery.3.1.15.5Game RulesNorthstar’s Vice President of Legal and Regulatory Compliance willwork with Northstar’s marketing and technology organizations to ensurethat new games, their design, prize structure and other parametersare developed in accordance with Illinois Lottery Law, existing lotteryregulations, and the framework established for game rules and frompromotional rules set forth in the Operating Standards. The Vice Presidentof Legal and Regulatory Compliance will also regularly review and monitorgame rules to ensure all Illinois games are being offered in compliance withapplicable game rules and that such game rules do not violate any state orFederal laws. Game rules will be reviewed and revised as often as necessaryto ensure both the Lottery and its players are adequately protected.3.1.15.6Intellectual PropertyNorthstar’s Vice President of Legal and Regulatory Compliance will monitorand manage the Company’s intellectual property portfolio. The VicePresident of Legal and Regulatory Compliance will develop and administerall necessary policies and procedures to safeguard any Intellectual Propertythat is used by, or for the benefit of, the Illinois Lottery. This will includeoversight of a robust patent and trademark program, including clearingtrademarks for use, registration and enforcement. The Vice President ofLegal and Regulatory Compliance will also work closely with the Lotteryand its General Counsel to ensure that an effective program is developedto protect and exploit any jointly developed intellectual property. Further,the Vice President of Legal and Regulatory Compliance will aim to ensurethat any third party intellectual property introduced into the Lottery’sgaming environment is non-infringing, and that both Northstar and theLottery will have appropriate remedies against any provider of softwarethat is flawed or infringes upon the rights of third parties.Legal 3.1.15 – 3

Northstar’s Vice President of Legal and Regulatory Compliance will haveregular contact with the Lottery’s General Counsel to ensure that the legalneeds of the Lottery are being addressed. Northstar’s Vice President ofLegal and Regulatory Compliance will leverage the resources and wide arrayof subject matter expertise in the respective legal departments ofNorthstar’s partners. Both GTECH and Scientific Games have legalteams with experts in state and Federal procurement law, commercialtransactions, intellectual property, employment law, and litigation.From time to time, Northstar will selectively engage specialist counselto supplement the scope of legal services available to Northstar.3.1.15 – 4 Legal

3.1.16Transition Plan3.1.16.1 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23.1.16.2 Basis for the Preparation of the Plan . . . . . . . . . . . . . . . . . . . . . . . .43.1.16.3 Governance of the Transition Plan. . . . . . . . . . . . . . . . . . . . . . . . . .63.1.16.4 Transition Milestones and Master Plan . . . . . . . . . . . . . . . . . . . . . .123.1.16.5 Ramp-up Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .163.1.16.6 Detailed Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17Mobilization of the Transition. . . . . . . . . . . . . . . . . . . . . . . . . . 17The Northstar Lottery Group Start-up . . . . . . . . . . . . . . . . . . . . . 20Transition Teams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Integration Teams . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30Actions Regarding Existing Lottery Contracts . . . . . . . . . . . . . . . . 37Fully Developed Activity Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 423.1.16.7 Process for Monitoring the Progress of the Transition Plan. . . . . . . . .423.1.16.8 Risk Management and Mitigation Actions . . . . . . . . . . . . . . . . . . .443.1.16.9 Process for Implementing the State’s Right to Delay theScheduled Base Services Commencement Date. . . . . . . . . . . . . . . .47Transition Plan 3.1.16 – 1

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3.2Financial PlanTable of Contents3.2.1 Financial Plan ................................................................................ 2Introduction .......................................................................................... 2Basis for the Preparation of the Plan .......................................................... 2Summary of the Financial Plan ................................................................. 5Business Plan ...................................................................................... 10Key Metrics ........................................................................................ 21Responsible Gaming and Social Responsibility ......................................... 24Financial Viability and Soundness ........................................................... 26Financial Management......................................................................... 273.2.2 Finalist’s Proforma Profit and Loss Statement ................................... 273.2.3 Contract Year 1 ........................................................................... 29Pro-forma Profit and Loss Net Income ............................................. 29Detailed Drivers Underlying First-YearNet Income Forecast ............................................................................ 293.2.4 Significant Investments over $25M thatDrive Net Income ......................................................................... 36Financial Plan 3.2 – 1

3.2.1Financial PlanIntroductionIn this section, we quantify the strategy that is articulated throughoutthis proposal. At Northstar Lottery Group LLC (the Group), we believeour strategy for the Illinois Lottery will unlock the large potential ofthe business, in a responsible manner, and will materially grow thefunds generated by the Lottery for good causes.The Northstar Lottery Group’s Business Plan (the Plan) assumesthe execution of fully actionable levers. We have planned majorinitiatives that include the re-launch of the Lottery brand, a substantialexpansion and optimization of the retail network, a total technologyand infrastructure upgrade, the enhancement of the online and instantticket game portfolios, and an increase in marketing and advertisinginvestments to effectively engage the Illinois consumer.Basis for the Preparation of the PlanNorthstar Lottery Group envisions a shorter than anticipatedTransition Phase, allowing the Lottery to realize the value andbenefits of the Private Manager (PM) model sooner.We are able to deliver the fastest and most efficient transition, withthe lowest execution risk, due to:• An early start: Northstar Lottery Group has been working for manymonths on the opportunity to partner with the Illinois Lottery. Wehave already completed a number of relevant steps, defined theTransition Plan, and identified key managers and contracted withmajor managers, advisors, and subcontractors.• A “bundled” approach: Our partners’ capabilities cover the entireLottery value chain; thus the integrated organization will delivermaximum effectiveness/efficiency from day one.• Extensive knowledge of the Lottery and its current processes: Wehave derived critical information and understanding from our long,successful relationship with the Lottery.Figure 3.2-1 illustrates the Transition Plan schedule, as detailed inSection 3.1.16, Transition Plan:• Preparation for Agreement: Execution of all activities, such asnegotiation regarding possible items not fully defined in the PMA,and the administrative and legal preparation for executing thePrivate Manager Agreement, that must be completed before theAgreement Effective Date.3.2 – 2 Financial Plan

• Northstar Lottery Group Start-up: Organizational set-up ofNorthstar Lottery Group, including the establishment ofheadquarters, recruitment of the non-Lottery personnel (e.g.,additional external sales agents for retail network recruitment)and development of management support processes (HR, payroll,technology infrastructures, etc.).• Transition Phase: Preparation for the transfer of day-to-daymanagement responsibilities to the Private Manager of keyoperating processes currently managed by the Illinois Lottery orby other providers. The Lottery will continue to control itssignificant Lottery-related business decisions and activities. Thisphase will be preceded by a “Mobilization Phase” between theGovernor’s selection and the Agreement Effective Date.• Ramp-up Phase: The period commencing on the TransitionCompletion Date and terminating on the Base ServicesCommencement Date. During this period, the Manager shalloperate the Lottery at the State’s expense.Our committed target is to achieve the Transition Completion Dateand begin the Ramp-up Period on February 1, 2011. This acceleratedtransition provides significant value to the State, given that from thatpoint forward we will be able to recruit new retailers, launch theadvertising campaign in support of the reshaping of the brand, andintroduce game portfolio changes identified in the Plan.In developing the Transition Plan, we have made a number ofassumptions with the goal of shortening the overall process, includingthe following:• The Governor will select the Final Offeror on September 15, 2010.• The Private Manager Agreement will be executed on or beforeOctober 15, 2010 1.• During the Transition phase, the Lottery will approve the documents itreceives from the Private Manager within 30 days from their receipt.1 Please refer to Section 3.1.16, Transition Plan for a better qualification of this assumption.Financial Plan 3.2 – 3

The following is an illustration of the four major elements of theTransition and Ramp-up Periods leading to commencement ofBase Services on July 1, 2011.Figure 3.2 – 1:We are confident that the extensive operational experience of Groupmembers and the integrated structure of the Group result in thesmoothest, most reliable, and lowest-risk transition to the PrivateManager model.3.2 – 4 Financial Plan

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Confidential material ends here.A significant driver of player base expansion and market developmentwill be the expansion of the retailer network from the current 7,356retailers to approximately 13,000, as Figure 3.2 – 10 demonstrates.Confidential material begins here.Confidential material ends here.3.2 – 12 Financial Plan

This expansion effort will increase the number of retailers per100,000 inhabitants from the current 57 up to approximately 97, i.e.,equivalent to approximately 1 retailer per 1,026 inhabitants, which isin line with U.S. best practices, excluding jurisdictions that offermonitor games.Cost StructureThe cost structure of the Illinois Lottery includes the following elements:• Prize Payout.• Retailer Commissions.• Management Fee.• Lottery Expenses.• Private Manager Incentive Compensation.Confidential material begins here.Financial Plan 3.2 – 13

Confidential material ends here.Management FeeAs described in the draft Private Manager Agreement, theManagement Fee represents reimbursement to the Private Managerof the costs it incurs with respect to its management activities. Thesecosts include base employee compensation (excluding bonuses) aswell as overhead to support the Manager’s business operations. Everyeffort will be made to manage the Illinois Lottery in the most efficient,cost-effective manner possible while at the same time ensuring thatwe identify and retain the most highly qualified and experiencedmanagement team.While we have thoroughly considered the level and nature of requiredresources, we remain open to discussing these costs with the Lottery.Our estimate of the first year management expenses is summarized inthe following figure.3.2 – 14 Financial Plan

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Confidential material ends here.Lottery ExpensesLottery Expenses include costs necessary for operation of the Lotteryand comprise the following major items:• Online services and support.• Instant ticket printing and distribution.• Employees managed under the EUA.• Advertising.The subcontractor suppliers of both online and instant ticket services are alsothe Private Manager’s primary partners. Supply agreements with thesevendor/partners have already been executed.The Manager’s primary subcontractors will provide the main lottery productsand services, including central systems, terminals, communications, instantticket printing, and warehousing and distribution.The subcontractor responsible for providing all online services (including retailhardware, instant ticket vending, central gaming systems, Websites, gamingplatforms, IT infrastructure/technology, and telecommunications), will beGTECH Corporation. GTECH anticipates supplying state-of-the-art systemsconfigured for the specific requirements of the Lottery. The Plan includesexpansion of the terminal base to nearly 13,000 clerk-operated terminals. Thecommunications network will be a satellite- and 3G cellular-based architecture,delivering redundancy and greater than 99.9% availability. As the provider ofonline services for the Illinois Lottery since 1989, GTECH has an in-depthunderstanding of the Lottery at all levels, assuring a speedy and low-riskconversion to the new gaming platform.3.2 – 16 Financial Plan

The subcontractor responsible for all instant ticket services (includingprinting, warehousing and distribution, inventory management, gamedevelopment/R&D and logistics) will be Scientific Games International,Inc. Scientific Games anticipates supplying a portfolio of secure, highqualityinstant games designed to appeal to the widest audience ofconsumers in the Illinois market. The games will be distributed andmanaged across the retail network following best practices for supplychain management, including automation, predictive analytics, andbarcode technologies. The company has provided instant games andservices to the Illinois Lottery since 1996, and prior to that from 1975to 1985, and will bring its Illinois-based experience to the marketassuring continuity in services and play experience.The Plan reflects significant cost reductions that will be generated for thebenefit of the Lottery as a result of our efficient, highly integratedapproach.Confidential material begins here.Confidential material ends here.Northstar’s subcontractor agreements include efficiencies that reflectstate-of-the-art technology and processes. Furthermore, theagreements are structured to accommodate the large continuedinvestment to achieve the growth forecasted in the Plan.Financial Plan 3.2 – 17

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Private Manager Incentive CompensationThe Incentive Compensation will be calculated in accordance with thefinal Private Manager Agreement.* * * * * * * * * * * *A core objective of the 2009 Private Manager legislation was toachieve Lottery operating efficiencies; in summary, this objective is clearlyachieved with Northstar Lottery Group’s Business Plan.Confidential material begins here.Confidential material ends here.3.2 – 20 Financial Plan

Figure 3.2 – 17 has been prepared to facilitate historical comparisonto the future Business Plan. The Pro Forma Income Statement in theformat specified in the RFP is provided separately in Section 3.2.3,and is also provided electronically as required.Key MetricsThe execution of our Business Plan will result in the Illinois Lotterybecoming one of the top-tier performers among U.S. lotteries forthe key metrics traditionally monitored in the industry.Sales Per CapitaBased upon the execution of our Business Plan, weekly Sales percapita will more than double from 2009 to 2016. Illinois performancewill reach the best-in-class performance of a Lottery renowned forresponsible gaming, as illustrated in the following figure.Confidential material begins here.Confidential material ends here.Financial Plan 3.2 – 21

Additionally, during the corresponding period, the Group will continueto measure Illinois consumer perception of the Lottery’s image andbrand equity. We will achieve two-thirds higher agreement (65% ofrespondents) with the statement, “The Lottery is for people like me.”The new ratings will place the Illinois Lottery at Best Practice levels(alongside New York, Georgia, and New Jersey benchmarks).Government TransfersMost importantly, the charts in the following figure demonstrate thegrowth of government transfers on a per capita basis, bringing Illinoisto the top tier among comparable lotteries.Confidential material begins here.Confidential material ends here.3.2 – 22 Financial Plan

Number of RetailersThe number of retailers per 100,000 population will grow from 57 in2009 (1 retailer for every 1,755 people) to approximately 97 in 2016(1 retailer for every 1,026 people), enabling Illinois to achieve worldclassperformance, as shown in Figure 3.2 – 20.Figure 3.2 – 20:Results show a retailer-to-population ratio of 1:1,026, in line with bestpractices lotteries.Sales, Net Income, and Retailer Growth RateFigure 3.2 – 21 puts into perspective the Illinois Lottery’s growth rateunder this Business Plan when compared to the historical growth rateof selected U.S. and international lotteries; it compares our forecastedgrowth for like-for-like 6-year periods versus the growth achieved inthe period 2003-2009 by world renowned lotteries. As is evident,Illinois will then be among the top-tier performing lotteries. TheLottery’s performance as forecasted is superior to all other lotteries’growth in this period, excluding Italy.Financial Plan 3.2 – 23

Confidential material begins here.Confidential material ends here.Responsible Gaming and Social ResponsibilityAs discussed in Section 2.2, Social Responsibility, Corporate SocialResponsibility is a core value of Northstar Lottery Group’s people andincluded in every area of our operations and processes.Significant proof of our commitment in this area is our Board ofAdvisors. The Board comprises six well-respected Illinois leaders whowill advise Northstar Lottery Group on several areas of operations,including stewardship to ensure compliance with responsible gaminginitiatives; evaluation of responsible performance; maximization of thepotential subcontracting opportunities for business enterprises ownedby minorities, women, and people with disabilities; and optimizationof the Lottery’s community engagement and philanthropic programs.3.2 – 24 Financial Plan

The commitment of Northstar Lottery Group to grow the Lotteryresponsibly is factored into the Business Plan. Total number of players(people that have played at least once in the last six months) isforecasted to increase from 5.4 million to 7.3 million; this result isachieved in a very responsible manner:• The total playership rate will increase from the current 55% toapproximately 71%.• Supporting the growth in player base, Illinois will increase networkpenetration from 1:1,755 to 1:1,026, making it easier for consumersto enjoy light lottery entertainment.• Re-energized brand advertising and promotions support,enhancements to existing games, and innovative new games(including Lucky Lines) are all aimed at attracting light and lapsedplayers as well as positive non-players.Confidential material begins here.Financial Plan 3.2 – 25

Confidential material ends here.The Group’s partners are prepared to begin investing immediately tomodernize the Lottery’s systems and commence the marketingstrategy outlined in the Business Plan. The partners will assure theLottery that Northstar Lottery Group has more than sufficient workingcapital to fuel the growth anticipated in the Plan.The primary partners of the Northstar Lottery Group – GTECH andScientific Games – are the world’s largest lottery operators and thetwo largest and most successful lottery companies in the world. Theircombined financial strength and their cash-generating capabilities(including GTECH’s parent Lottomatica Group) are unequaled in theindustry. With combined assets of more than $10Bn, available cashand borrowing capacity of approximately $1.3Bn (as of June 30, 2010),the Northstar Lottery Group partners are uniquely prepared to makethe investments required to ensure the success of the Illinois Lottery,and to guarantee the performance of the Northstar Lottery Groupthroughout the contract. We are confident that the ability of ourpartners to generate excess cash from operations to reinvest in ourbusinesses is one of our fundamental financial strengths. Combinedwith our committed borrowing capacity, we have the resourcesavailable to meet all of our future commitments.GTECH and its parent Lottomatica Group is the only company amongthe principal online lottery companies that maintains an investmentgrade credit rating. The two most highly recognized credit ratingagencies, Moody’s and Standard & Poor’s, have assigned LottomaticaGroup with credit ratings of Baa3 (stable outlook) and BBB- (stableoutlook), respectively. Moody’s and Standard & Poor’s rate the creditworthiness of GTECH and Lottomatica Group after conducting athorough analysis of its historical financial performance and long-termfinancial outlook. They also consider its ability to fund lottery projectsusing available financial resources.3.2 – 26 Financial Plan

Financial ManagementThe financial operations of the Northstar Lottery Group will bemanaged by an independent, highly qualified financial team basedin Illinois. Led by an experienced VP of Finance, highly qualifiedprofessionals will be hired to direct the financial control and analysis,accounting, compliance and audit, and payroll functions. Additionally,the local team will receive further support and guidance from theGTECH financial team.The GTECH/Lottomatica financial team is led by Lottomatica Group’sChief Financial Officer, Stefano Bortoli. Based in Providence, RhodeIsland, Mr. Bortoli is a financial professional with more than 25 yearsof global experience and is supported by a team of nearly 300individuals worldwide. Under his supervision, the Northstar LotteryGroup’s financial team will receive direct support from the Americasfinancial team, also based in Providence, Rhode Island.3.2.2Finalist’s Proforma Profit and Loss StatementThe insert presented in this section represents the pro forma incomestatements for the Illinois Lottery in the format specified in the RFP.This pro forma income statement has also been submitted inelectronic format as required.Northstar Lottery Group’s subcontractor agreements includeefficiencies that reflect state-of-the-art technology and processes.Furthermore, the agreements are structured to accommodate the largecontinued investment to achieve the growth forecasted in the Plan.Preparation NotesTo prepare the Net Income forecast for 2012 to 2016 in the formatprescribed in the RFP, we have attempted to align our anticipatedoperating expenses to the expense descriptions provided in therequired Form 4.Form 5, which contains our Net Income Targets, is submitted in aseparate, sealed envelope in accordance with the instructions providedin the two letters dated August 25, 2010 titled Additional Instructionsto Finalists regarding the RFP – Step 2 issued August 12, 2010. Form 5is not included in either the hard copies or the electronic copies of ourprimary submissions. The separate envelope containing Form 5includes 1 original and 1 hard copy.Financial Plan 3.2 – 27

Several areas of the business, including for example GamingDevelopment/R&D and sales and marketing, are included in themanagement fee or otherwise included in bundled services providedby the Northstar group subcontractors. Consequently, cost estimatesspecified in the Pro Forma P&L may be grouped or consolidated.Confidential material begins here.3.2 – 28 Financial Plan

Confidential material ends here.3.2.3Contract Year 1Pro-forma Profit and Loss Net IncomeDetailed Drivers Underlying First-YearNet Income ForecastThis section introduces major initiatives that impact sales.Figures 3.2 – 23 and 3.2 – 24, which follow, identify the portion ofprojected Pro Forma Profit & Loss Net Income generated by eachstrategy and activity identified in the Plan.In the interest of specificity, later in this section we are providingthe projected pro forma Profit & Loss Net Income impact of eachstrategy and activity in the Ramp-up Period and Year 1, supportingour Year 1 Business Plan.Financial Plan 3.2 – 29

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Confidential material ends here.Timing of The Commencement of Major Business InitiativesWe are confident that we will complete the Transition Phase byFebruary 1, 2011, thus allowing the Lottery a full month to complete itsverification of all the Transition Milestones and to execute theCertificate of Transition. Timely completion of the Transition Phase isnecessary to allow us to begin implementation of the various initiativesunderlying our Business Plan and begin the Ramp-up Period activities.Confidential material begins here.Confidential material ends here.Financial Plan 3.2 – 33

Approval by the Lottery of our Business PlanNorthstar Lottery Group Business Plan assumes that the Lotteryapproves the Transition Plan and the Initial Annual Plan included inthe Business plan submitted with our bid.Some of the key assumptions underlying the Business Plan andassumed to be approved by the Lottery include:Confidential material begins here.3.2 – 34 Financial Plan

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4Net Income TargetBinding Offer Form 5: Net Income TargetPer the instructions to finalists regarding the RFP – Step 2 issuedAugust 12, 2010. we have submitted our Net Income Targets (Form 5)in a separate, sealed envelope. Form 5 is not included in either the hardcopies or the electronic copies of the primary submissions. The separateenvelope containing Form 5 includes 1 original and 1 hard copy.Net Income Target 4 – 1

6ResumesBinding Offer Form 6: ResumesResumes of all key management team members follow in this section. Thisincludes all members of the team anticipated to be involved directly inday-to-day management of Illinois Lottery operations, as well as executivesbased remotely who will nonetheless have a significant impact on IllinoisLottery operations. Each resume has a clear indication of where each teammember will be based as well as his or her expected level of involvementin day-to-day operations.Resumes 6 – 1

PRESIDENT AND CHIEF EXECUTIVE OFFICER (CEO),GTECHJaymin PatelPROJECT ROLEAs President and CEO of GTECH Corporation, Jaymin is responsible for overseeing the strategic directionof the Company. He works directly with GTECH's and Lottomatica's management teams to execute theCompany's vision in the continuous effort to deliver value to its customers, shareholders, and employees.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEPrior to becoming CEO, Jaymin was President and Chief Operating Officer (COO) of GTECH. In this role,he was responsible for managing the company's operational functions and ensuring that the company met itscorporate objectives and revenue-growth goals. Working with all GTECH operations, Jaymin managed thedevelopment of strategic growth opportunities and the enhancement of technological solutions to strengthenoperational efficiency, customer satisfaction, market penetration, and organizational development.During his seven years as Chief Financial Officer (CFO) of GTECH, Jaymin was instrumental in drivinggrowth across the business, leading several mergers and acquisitions and cost optimization initiatives, andsubstantially improving the capital efficiency of the company. His tenure as CFO culminated in his leadingthe cross-border financing for the Lottomatica acquisition of GTECH.EDUCATION & FIELD-RELATED TRAININGJaymin graduated with honors when he received a bachelor's degree from Birmingham Polytechnic in theUnited Kingdom.EMPLOYMENT HISTORY1994 – Present GTECH CorporationPresident and Chief Executive Officer (CEO)President and Chief Operating Officer (COO)Senior Vice President (SVP) and Chief Financial Officer (CFO)Vice President, Financial Planning and EvaluationDirector, Financial Planning and EvaluationFinance Director, Europe and AfricaU.K. Financial Controller1992 – 1994 PricewaterhouseCoopersAssistant ManagerArticled Clerk

SENIOR VICE PRESIDENT, GTECH AMERICASAlan ElandPROJECT ROLEAlan leads GTECH’s efforts to provide technology and service solutions and operational management supportto the Illinois Lottery. He will serve as the GTECH senior management contact for the Lottery, reportingdirectly to President/CEO Jaymin Patel. He will provide senior management supervision in collaboration withthe GTECH Account Team to continually direct GTECH resources towards the support of the Lottery’s overallstrategic objectives.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEAlan has more than 25 years of experience in the lottery industry and is a business leader with diverseoperations and sales-management experience. He began his career at GTECH in 1985 and, since that time, hasheld various roles of increasing responsibility. Most recently, he served as Vice President and General Managerfor GTECH’s Gaming Solutions Department, where he was responsible for managing Spielo and leading theacquisition of Europe’s largest slot machine manufacturer, Atronic. As Regional Vice President, Eastern U.S.and Canada, he was responsible for overseeing operations in 12 U.S. states and Canada. In his current role asSenior Vice President, GTECH Americas, Alan has been responsible for overseeing all lottery operations in theU.S., Canada, Latin America, and South America.EDUCATION & FIELD-RELATED TRAININGAlan received a bachelor’s degree in marketing education from Ohio State University.EMPLOYMENT HISTORY1985 – Present GTECH CorporationSenior Vice President, GTECH AmericasVice President & General Manager, Gaming SolutionsRegional Vice President, Eastern United States & CanadaGeneral Manager, GTECH TexasAssistant General Manager, GTECH TexasProject ManagerSystem CoordinatorMarketing SupervisorLead Trainer

SVP, GLOBAL GOVERNMENT RELATIONS ANDU.S. BUSINESS DEVELOPMENT, GTECHScott GunnPROJECT ROLEAs Senior Vice President of Global Government Relations and U.S. Business Development, Scott isresponsible for worldwide government relations leadership and strategy for GTECH. He guides GTECH’sglobal network of government relations consultants to maintain appropriate government relationships andwork to develop the Company’s lines of business.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCESince joining GTECH in 1994, Scott has occupied positions in Sales, Business Development, PublicAffairs, and Global Operations. As an Account Executive, he supported several customers including theTri-States – Maine, Vermont, and New Hampshire – as well as Rhode Island, Florida, and Virginia. Herepresented GTECH during the legislative session that created the New Mexico Lottery and during thesuccessful privatization of the Connecticut Lottery. As former General Manager for GTECH California,Scott was responsible for the lottery’s conversion to Enterprise Series (ES), the successful launch of MegaMillions, and the increase of 1,000 new locations to the retail network. During his tenure as Vice President,Western Region Operations, Scott oversaw system conversions for lotteries in Washington, Oregon, andArizona. As SVP, he has led GTECH’s U.S. Business Development organization to ensure that GTECH isaligned with and supportive of customer objectives. Scott also aspires to pursue the most significantdomestic business opportunities for the Company.EDUCATION & FIELD-RELATED TRAININGScott received a bachelor's degree in political economics from Tulane University in New Orleans.EMPLOYMENT HISTORY1994 – Present GTECH CorporationSVP, Global Government Relations and U.S. Business DevelopmentVice President, Western Region OperationsGeneral Manager, GTECH CaliforniaVice President, Government Relations and Business DevelopmentAccount Executive1991 – 1994 William D. Harris and AssociatesAssociate1989 – 1991 Black, Manafort, Stone and KelleyResearch Associate

SENIOR VICE PRESIDENT (SVP) ANDCHIEF MARKETING OFFICER, GTECHConnie Laverty O’ConnorPROJECT ROLEConnie provides strategic marketing advice on new game development, retail expansion and optimization,and promotions design and development. She also provides leadership with regard to corporate businessdevelopment (big box chains) and oversees the provision of GTECH market research and R&D updates.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEWith more than 36 years of experience in the lottery industry, Connie brings to GTECH and its customers aknowledge base that is difficult to match, having overseen and directed almost all aspects of lotteryoperations. As Senior Vice President and Chief Marketing Officer, Connie is injecting new energy intoGTECH’s marketing services, helping to bring worldwide lottery best practices to GTECH customers, using,among other tools, a brand-new, worldwide lottery sales and marketing database. She is also leading the effortto identify market trends and long-range market opportunities for retail expansion, as well as overseeingonline and instant game development, content development, promotions, and other marketing activities.Before coming to GTECH, Connie served as the Chief Operating Officer for the Georgia Lottery Corporationand, prior to that, as Director of Marketing and Sales for the New York Lottery, where she increased annualsales from $2.6 billion to more than $6.2 billion. She spent 30 years with the New York Lottery.EDUCATION & FIELD-RELATED TRAININGConnie received a bachelor's degree in English and psychology from Empire State College in Albany. Shelater received a masters degree in English and psychology from State University of New York, Albany.EMPLOYMENT HISTORY2006 – Present GTECH CorporationSenior Vice President and Chief Marketing Officer2005 – 2006 Georgia Lottery CorporationChief Operating Officer1974 – 2005 New York LotteryDirector of Marketing, Sales, Advertising, & Product DevelopmentDeputy Director of Operations

SENIOR VICE PRESIDENT, SALES ANDGLOBAL MARKETING, SCIENTIFIC GAMESJim KennedyPROJECT ROLEJim will provide corporate management, support, and direction for the sales and marketing team. He willalso direct account management, marketing, and product development to create customer value.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCESince 1985, Jim has been involved with all aspects of lottery business including lottery game design,marketing, research, systems development, and product development. He has been responsible for bringingover 10,000 instant games to the market, and has developed hundreds of annual marketing plans for NorthAmerican and international lotteries, from the largest in the world (California and Texas), to the smallest(South Dakota and Montana). He has presided over sales increases of over 400% in several jurisdictions,and has been responsible for managing over $10 billion in sales of instant games for Scientific Games (SGI)customers. As the president of SGI’s Retail Solutions, Jim was responsible for the development andimplementation of the E3 system, the first instant ticket dispensing solution integrated into a supermarket’selectronic point-of-sale system. As senior vice president of sales and global marketing, he has devoted histime to creating value for SGI’s lottery customers. He is a frequent speaker throughout the industry and arecipient of the prestigious NASPL Powers Award.EDUCATION & FIELD-RELATED TRAININGJim graduated from Metropolitan State College, Denver, in 1985, with a bachelor degree in computer andmanagement science. He then went on to receive an M.B.A. from the University of Colorado, Boulder, in1992.EMPLOYMENT HISTORY2001 – Present Scientific GamesSenior Vice President, Sales and Global MarketingSenior Vice President of Sales and Marketing, North America

VICE PRESIDENT, STRATEGIC SALES, GTECHLarry KingPROJECT ROLELarry’s responsibility will be to work with the Lottery to increase the number of Nebraska Lottery outlets byrecruiting national retail chains. His primary focus will be on developing, piloting, and expanding asuccessful business model that is profitable for all parties involved.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCELarry serves as GTECH’s Vice President of Strategic Sales. In this position, he works to recruit nationalchain stores in an effort to increase the number and type of lottery retail locations available to GTECHcustomers. He also focuses on developing, piloting, and expanding successful business models to increaseprofits for lotteries.Larry has 17 years of experience in the lottery industry. He began his lottery career in 1992 as GTECH’sSales and Marketing Manager in Texas, responsible for the daily activities of 10 district sales offices staffedby more than 200 marketing professionals. Larry was promoted to Director of Sales and Marketing forGTECH Texas, and then to Regional Account Director for the Midwest Region. In 1998, he returned toTexas to become the Account General Manger. A few years later, he led GTECH’s successful re-bid effortfor a new nine-year contract with the Texas Lottery. Following that success, Larry guided the Company inits successful effort to win the Florida Lottery contract. He was later promoted to Regional Vice Presidentof Global Services and then to his current position.EDUCATION & FIELD-RELATED TRAININGB.S., Business Administration, University of Louisville Business School, Louisville, KentuckyCivil Engineering Degree, University of Louisville’s Speed Scientific School (now the Speed School)EMPLOYMENT HISTORY1992 – Present GTECH CorporationVice President, Strategic SalesRegional Vice President Global ServicesRegional Account DirectorAccount General Manager, TexasRegional Account Director/Midwest RegionSales Manager/Director of Marketing1982 – 1992 Louisville Redbirds Baseball ClubGeneral Manager

VP OF OPERATIONS AND TECHNOLOGY, GTECHJay RivaraPROJECT ROLEJay is responsible for the technical execution of the business plan and customer-facing strategy for theIllinois Lottery. He is head of the group that is responsible for Information Technology (IT) and systemsintegration across the entire enterprise and implementing the new gaming system and utilizing the newsystem’s capabilities to support sales and marketing initiatives. Jay will integrate EUA professionals,Lottery resources and Northstar resources to ensure that the technology platform supports the innovativeprograms being deployed to grow Lottery proceeds.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEIn Jay's most recent position, he manages all aspects of GTECH’s business in Arizona including instantticket warehouse, distribution and telemarketing operations, computer operations, software services, fieldservices and communication network in close conjuction with all levels of the staff at the Arizona Lottery.He also consults with the sales and marketing staff to develop new games, promotions and sales liftingpromotions and works with the game design and development group to help determine the instant ticketportfolio for the Arizona Lottery. Jay works closely with the Lottery IT and audit groups as well asGTECH’s software group to develop software batches three to four times per year.Previously Jay served as project manager for a successful online conversion that included a migration fromGOLS to PRO:SYS, terminal emulation, build out of a new data center and the installation of a new centralsystem and wireless communications network.EDUCATION & FIELD-RELATED TRAININGDeVry University, Phoenix, AZ, 2002 – 2004, Bachelor of Science Technical Management, Cum LaudeDeVry Institute of Technology, Lombard, Illinois, 1987 – 1989, Lombard, Illinois, Associate of AppliedScience in Electronics, Dean’s ListEMPLOYMENT HISTORY1994 – Present GTECH CorporationVP of Operations and TechnologyAccount Development Manager - ArizonaDeputy Director of Operations - ArizonaCoordinator - Consolidation of Repair DepotsGTECH Camelot- Implementation and Rollout SpecialistBench Technician - Illinois

VICE PRESIDENT AND DEPUTY GENERAL COUNSEL,GTECHRobert E. HochsteinPROJECT ROLEIn the Ramp Up and Transition Phase, GTECH Vice President and Deputy General Counsel, RobHochstein, will work with Illinois local counsel and advisors to establish policies and procedures to ensurecompliance with all legal and regulatory requirements.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCERob was an associate at the law firms of Eckert Seamans and Testa, Hurwitz & Thibeault LLP, both inBoston, where he focused on venture capital and private equity transactions (fund formation and directinvestments), mergers and acquisitions, public and private securities transactions and general corporatematters. Previously, Rob was general counsel to Event Zero, a software development company. As Generalcounsel at Event Zero, Inc., Rob drafted financing documents and negotiated web site developmentcontracts, software maintenance agreements and joint venture agreements with customers, vendors andservice providers. He also advised on labor and employment issues, and on legal and accounting issuesassociated with company's stock option plan. Rob began his legal career at the New York law firm ofSchulte Roth & Zabel LLP, where he focused on corporate transactional matters.EDUCATION & FIELD-RELATED TRAININGBoston College Law School, Newton, MA, Juris Doctor – May 1996Duke University, Durham, NC, Bachelor of Arts, cum laude, in Economics – May 1991EMPLOYMENT HISTORY2005 – Present GTECH CorporationVice President and Deputy General Counsel2003 – 2005 Eckert Seamans Cherin & Mellott, LLCSenior Corporate Associate2001 – 2003 Testa, Hurwitz & Thibeault LLPAssociate - Business Practice Group2000 - 2001 Event Zero, Inc.General Counsel1996-2000 Schulte Roth & Zabel LLPAssociate - Business Transactions Group

VICE PRESIDENT, U.S. BUSINESS DEVELOPMENT,GTECHChris ShabanPROJECT ROLEChris is responsible for supporting retail optimization and expansion efforts in the Illinois Lottery. He willalso support technology and sales growth initiatives as determined by the strategic plan of the Lottery andthe Northstar Lottery Group, LLC.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCESince joining GTECH in 1997, Chris has held various positions of increasing responsibility. He was thelead salesperson for a successful multi-million dollar technology and service contract with the State ofVirginia, and supported business development and governmental affairs efforts in North Carolina, Floridaand other domestic and international jurisdictions.EDUCATION & FIELD-RELATED STUDIESChris received a bachelor's degree in political science from Providence College.EMPLOYMENT HISTORY1997 - present GTECH CorporationVice President, U.S. Business DevelopmentGeneral Manager, GTECH CaliforniaVice President, Government RelationsDirector of Operations, Public AffairsDirector, Government Relations1995 - 1997 Department of the Attorney GeneralPublic Information Officer, Executive Office

VICE PRESIDENT, TRANSITION ANDSTRATEGIC PLANNING, GTECHScott HowarthPROJECT ROLEScott will be responsible for all of The Northstar Lottery Group’s milestone deliverables during the Transitionand Ramp-up Periods. He will also be responsible for providing oversight and direction to the IntegrationTeams as detailed in the Group’s Transition Plan. Scott will also work to operationalize the Group’s InitialBusiness Plan and will implement robust business processes to drive value for the State of Illinois.Confidential material begins here.PROFESSIONAL EXPERIENCEConfidential material ends here.Scott came to GTECH Corporation in 2005 as Senior Director of Corporate Development and StrategicPlanning. In this role, Scott was responsible for analyzing the Company's key areas of growth, identifying newverticals and markets, and building market-entry plans for these markets. He also developed business plans forthe Company's larger investments and led activities related to future mergers and acquisitions, joint ventures,and strategic alliances. In 2007, Scott joined GTECH Printing Corporation as Vice President of Operations.Prior to joining GTECH, Scott was Director of Worldwide Operations for Kodak’s Consumer Digital CaptureDivision. He led a global organization consisting of supply chain, logistics, sourcing, manufacturing, and qualityfunctions and was responsible for defining and implementing operational strategies to deliver revenue, profit, andcustomer service results for the business. Earlier in his career, Scott served as a Captain in the US Army as acombat engineer officer. He is a graduate of Army Ranger, Airborne, Air Assault, and Sapper Leader schools.EDUCATION & FIELD-RELATED TRAININGScott holds an M.S. in management from the Massachusetts Institute of Technology (MIT) Sloan School ofManagement as well as an M.S. in engineering from MIT. He is also a graduate of MIT’s Leaders for GlobalOperations Program – a collaboration among MIT’s Sloan School of Management, MIT’s School of Engineering,and more than 20 industry. Scott also holds a B.S. in engineering from the United States Military Academy atWest Point.EMPLOYMENT HISTORY2005 – Present GTECH CorporationVice President of OperationsSenior Director, Corporate Development and Strategic Planning1997 – 2005 Eastman Kodak CompanyDirector, Worldwide Operations, Consumer Digital Capture DivisionManager, Strategic Planning, Digital Capture Division1995 – 1997 MIT’s Leaders for Global Operations Program Fellow1991—1995 United States ArmyCaptain, Combat Engineer Officer, 7 th Infantry Division

EXECUTIVE ADVISOR - RETAIL RECRUITMENT,OPTIMIZATION AND BUSINESS DEVELOPMENT, GTECHSusan A. StrousePROJECT ROLEAs part of the NorthStar Executive Advisory team, Sue will work with the Sales and Marketing personnelfrom both the Illinois Lottery and the NorthStar partners to execute the tactical elements of recruiting 5,600new retail locations identified in the NorthStar business plan, as well as implement retail lottery bestpractices across the entire Illinois retailer network. Sue will also leverage her existing relationships withkey national retail chain accounts to recruit them as new retailers for Illinois.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCESue has been with GTECH since 2000 and has supported various business units with a focus to optimize theproducts and services provided to retail and consumer constituents. Sue supports retail distribution efforts forGTECH around the globe and brings best practice experience to her customers. Sue has been responsible forGTECH’s Global Retail Strategy and execution of new retail business models for recruitment of chainretailers for lotteries around the world. She created the DASH retail store support business for GTECH anddrove the partnership with Driveline, the leading US Merchandising and Services Company.Prior to coming to GTECH, Sue headed the marketing and sales planning organization for the FasteningSystems division of The Stanley Works. Her primary focus was key retail account management, developmentof long-term strategic plans and new product launches. Sue has also held various sales planning, productmanagement and finance roles. Throughout her career, Sue has developed a strong retail and consumer goodsbackground selling into grocery, convenience store, big-box home improvement, office products, automotiveand mass merchant channels of trade. Sue actively participates in retail industry trade shows and eventsrelated to all of these channels of trade.EDUCATION & FIELD-RELATED TRAININGSue received a M.B.A. in Marketing from Providence College (1992) and her B.A. in Finance fromRochester Institute of Technology (1987).EMPLOYMENT HISTORY2004 – Present GTECH CorporationSr. Director, Global Retail Strategy and Business DevelopmentDirector, Retail MarketingDirector, Global Accounts & Retail Distribution GTECH Lottery and CommercialServices1994 – 2000 The Stanley Works (Now Stanley Black and DeckerDirector, Marketing and Sales Planning

DIRECTOR OF INTERACTIVE, GTECHAilsa McKnightPROJECT ROLEAilsa will be the Director of Interactive activities and development for the Illinois Lottery.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEAilsa is a marketing professional with a unique blend of experience in traditional and e-commerceenvironments. After a second post as Marketing Director in consumer durables, Ailsa joined Camelot whereshe developed the new media strategy for the UK National Lottery.Ailsa started up Camelot’s online lottery business in 2003, delivering revenue at an annual run-rate of£100m within one year and in excess of £570m today. In her broader role at Camelot, overseeing the retailchannel as well, Ailsa made a significant contribution to the growth in National Lottery sales of 3.7% in2008/09; the highest annual sales for a decade.Ailsa's core expertise is in business planning, marketing strategy, integrated multi-channel marketing andteam leadership. In the lottery industry Ailsa has proven expertise in interactive marketing methodologies,online player protection, player interface development and instant win game design.Ailsa's current role is to offer specialist digital marketing consultancy to GTECH’s lottery customersworldwide to develop their eCommerce solutions and grow their online sales.EDUCATION & FIELD-RELATED TRAININGUniversity of Lancaster, 1985 - 1988, BSc Honours Marketing, grade 2,IEMPLOYMENT HISTORY2010 – Present GTECH CorporationSenior Director International Marketing2001 – 2009 Camelot Group PLCDirector of Brand Marketing and eCommeceController of Brand Marketing and eCommerceController of Non-Retailer ChannelsHead of Marketing and Channel Strategy

DIRECTOR OF CONTRACT COMPLIANCE, GTECHJennifer C. WaldingerPROJECT ROLEJennifer will oversee all aspects of Contract Compliance related to the Northstar Lottery Group and theIllinois Lottery. She will ensure compliance with the PMA and coordinate oversight activities.Confidential material begins here.PROFESSIONAL EXPERIENCEConfidential material ends here.As president of the Waldinger Group, Jennifer provided consulting services to government and non-profitclients, including grant writing and administration, project management, RFP strategy and support, policydevelopment, strategic planning, and independent verification and validation. At Capitol Strategies, Jenniferdeveloped and sold a management consulting portfolio including project management, grant writing, RFPdevelopment, and IV &V. She provided oversight and management consulting services to stategovernments, including project management and grant compliance services. At the IL Department of CMS,Jennifer directed project governance, strategic planning, and performance measurement activities, includingconsolidated/shared services functions. She developed strategies to improve communications and promotedepartment initiatives, and served as agency’s liaison for statewide initiatives.EDUCATION & FIELD-RELATED TRAININGUniversity of Illinois at Urbana-Champaign, BA in Political Science with concentration in SpeechCommunication, graduated May 1995 with honors: Departmental Distinction in Political Science. Awardsand Acknowledgments: Examiner Service Award & Examiner Masterpiece Award, Lincoln Foundation forPerformance Excellence; James H. Dunn Memorial Fellowship, State of Illinois, Office of the Governor.EMPLOYMENT HISTORY2010 – Present GTECH CorporationDirector of Corporate Compliance2010 – 2010 The Waldinger GroupPresident2007 – 2010 Capitol Strategies, Inc.Sales/Marketing Executive, State and Local Government2004 - 2007 Illinois Department of Central Management Services (CMS)Program Manager, Strategic Planning and Project GovernanceProgram Manager, Bureau of Strategic Sourcing & Procurement2002 - 2004 Illinois Department of Revenue (IDOR)Strategic Planning ManagerIRIS Project ManagerBudget Manager

MANAGER, RETAIL RECRUITMENT,CONSULTANT, GTECHCharles O'DonnellPROJECT ROLECharley brings more than 30 years of vast lottery experience to Illinois where he will be responsible forretail recruitment.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEAs the person who led the recruiting efforts of the spectacularly successful NY Lottery, Charles O'Donnell,was responsible for recruiting the entire 3,000 expanded retailer network in NYC. Charley has agreed tolead the Illinois Retail Recruitment effort, which is an incredible benefit to the program given hisunprecedented level of urban lottery retailer recruitment. There are many similarities between New Yorkand Cook County which makes Charley an eminently uniquely qualified individual to deliver high qualityretailer results.Charley's lottery experience spans every facet of the Lottery business. In short, his role has been to ensuredaily lottery operations are carried out responsibly and profitably. Other areas of expertise include: projectsales growth and set goals for marketing staff; maximize sales by developing innovative techniques;advertising budgeting; develop regional promotions to maximize exposure and create goodwill withcommunity organizations; maintain relationships with media and sports affiliations to create greater publicawareness; and, of course, retailer recruitment.EDUCATION & FIELD-RELATED TRAININGC.W. Post College, Greenvale, NY - Bachelor or Science in Business ManagementEMPLOYMENT HISTORY2004 – Present Consultant1976 – 2004 New York State LotteryRegional Director, New York CityRegional Director, Southeast RegionAssistant Regional Director, Southeast RegionMarketing Representative II, Southeast RegionMarketing Representative I, Southeast Region

SPECIAL PROJECTS MANAGER / RETAILER TRAININGPROJECT MANAGER, GTECHCharles M. HowardPROJECT ROLECharles assists with corporate retailer recruitment, equipment deployment, location setup, retailer staff training,and ongoing Texas sales force training. He also works closely with new and existing accounts in developingmodifications to their internal standard operating procedural training materials.Confidential material begins here.PROFESSIONAL EXPERIENCEConfidential material ends here.Charles began his career with GTECH as a Field Marketing Representative in the Austin District in 1992.During his 18 years with GTECH, he has become familiar with all regions in Texas and has serviced retailerswithin every sales district. His sales and training skills have also been put to use in other GTECH jurisdictionsincluding Idaho, Nebraska, and Kentucky. Charles earned numerous sales accolades and awards including aBuilding Excellence Gold Award in 2005 from Self-Service Equipment projects, and the Building ExcellencePresident’s Award in 2006.In the past several years, Charles participated in numerous special projects, especially those involving selfserviceequipment, including the Instant Ticket Vending Machine (ITVM) upgrade, connectivityenhancements, and the Gamepoint pilot rollout. Within the last six months, Charles has made several trips tothe Carribbean to lead sales force training and recruitment assistance for the sales representatives of theLeeward Islands Lottery Holding Company (LILHCO).Charles brings the lessons learned from projects in other jurisdictions back home to Texas. He has assistedwith retailer training whenever and wherever he is needed, and is happy to work with any Texas teamstatewide to help better service the Texas Lottery, retailer, and customer base.EDUCATION & TRAININGB.S., engineering technology and electronics, Texas A&M University, College Station, Texas.Training: Supervisory Communication and Management Skills, Presentation Skills.1992 – Present GTECH CorporationSpecial Projects ManagerKey Accounts ManagerTraining Coordinator / Sr. Sales Representative /Business DevelopmentSenior Lottery Sales RepresentativeLottery Sales Representative

ACCOUNT DEVELOPMENT MANAGER, GTECHDane A. CoxPROJECT ROLEDane is the primary point of contact for account development and all Lottery needs. He is responsible forproviding the Illinois Lottery team with experience and knowledge regarding operations, key retailerrelationships, local resources, and GTECH commitments.Confidential material begins here.PROFESSIONAL EXPERIENCEConfidential material ends here.Dane has more than sixteen years of marketing/sales experience. Since joining GTECH in 1992, he hasbeen responsible for overseeing GTECH Illinois agent training programs, Hotline and dispatch functions,customer interface, and marketing activities. In 1992, Dane coordinated the retailer training activities for theinstallation of GTECH’s GVT equipment. In 1995, he served as the Instant Training Coordinator for theNational Lottery in the United Kingdom. He was responsible for the development, coordination anddelivery of GTECH’s instant product-training programs used throughout the U.K. He also serves asGTECH Illinois’ Minority Diversification and Community Relations administrator. Dane has served as theAccount Development Manager for the Illinois Lottery since 2008, and previously held the same positionfor the Wisconsin Lottery in 2004.Prior to joining GTECH, Dane served as Project Director for the redevelopment of Chanute Airforce Basein Rantoul, Illinois. He was responsible for all marketing activities in this successful transition of base assetsfrom public to private ownership. As the Regional Development Representative for the Illinois Departmentof Commerce, Dane was responsible for the marketing of business development and expansion programsoffered by the State of Illinois.EDUCATION & FIELD-RELATED TRAININGDane received a B.A. in Communications and minored in public relations and business from Eastern IllinoisUniversity in 1986. He holds certificates from the Federal Aviation Administration as a private pilot, andthe Office of Professional Regulations as a real estate salesman.EMPLOYMENT HISTORY1992 – Present GTECH CorporationAccount Development ManagerMarketing Manager1988 – 1992 Illinois Department of CommerceProject DirectorRegional Development RepresentativeProgram Executive1987 –1988 Custom Aluminum Products, Inc.Account Executive

SITE OPERATIONS MANAGER, GTECHNuala CunninghamPROJECT ROLENuala is the primary point of contact for the management and direction of site operations,which allows for the optimal use of resources to achieve performance objectives and to meetcontractual agreements.Confidential material begins here.PROFESSIONAL EXPERIENCEConfidential material ends here.Nuala began working in GTECH’s Customer Service department in 1997 before working in theconsolidated call center. In 2001, she transitioned to the Marketing department where she worked closelywith the Illinois Lottery to help optimize sales. When she became the Marketing Manager in 2003, shewas integrally involved in the deployment of 2,700 EDSQ-24 Instant Ticket Dispensing Machines inIllinois during 2004-2005. In 2006, she played a key role in the development and implementation of theLottery’s instant win game Pick ‘n Play, managing game development, market research, and execution.Nuala continues to oversee all site operations, retailer and lottery training, retailer satisfaction, newgame development and implementation, strategic planning, and sales analysis, as well as all marketresearch projects.EDUCATION & FIELD-RELATED TRAININGNuala is a graduate of GTECH’s Regional Leadership Development class of 2004. This is an intense,year long, MBA-style program that focuses on candidates’ potential leadership and industryknowledge. She is a graduate of Robert Morris College, Springfield, Illinois, where she earned anassociate’s degree in computerized business systems and accounting.EMPLOYMENT HISTORY1997 – Present GTECH CorporationSite Operations Manager.Marketing Manager.Marketing Research Analyst.Marketing Coordinator.Customer Service Supervisor.Hotline Operator.

TECHNOLOGY SECTION MANAGER, GTECHVicki ThompsonPROJECT ROLEVicki will act as a liaison between the Illinois Lottery and the project team.Confidential material begins here.Confidential material ends here.She will lead the local team in its effort to take over ongoing operations after the conversion has beencompleted.PROFESSIONAL EXPERIENCEVicki has been closely associated with the Illinois Lottery since the lottery’s first conversion to a GTECHsystem in 1989, and has been involved in numerous Illinois operations’ projects. For instance, she served asthe Operations Project Lead for the Illinois Lottery’s new Raffle game in 2007 and the new Pick’n Playgame in 2006. She served in the same position for adding the “POP” feature to the LMS system (POP is anautomated suggested instant game order generator) in 2005, and for the ITDM conversion in 2004. Vickialso provided software support for the Illinois GTECH ProSys® conversion in 2001. Vicki has played animportant role in system conversions for other lotteries, too. She provided both operations and qualityassurance support for the Kentucky ProSys conversion in 1998 and for the Kansas and Wisconsin ProSysconversions in 1997.EDUCATION & FIELD-RELATED TRAININGVicki earned a degree from Bryand Scratton Business College in programming and accounting.EMPLOYMENT HISTORY1989 – Present GTECH CorporationTechnology Section Manager – GTECH Illinois – 2003 – PresentDelivery Team Leader – GTECH Software – 1999 – 2003Midwest Operations Support – 1996 – 1999Technology Section Supervisor – GTECH Illinois 1991 – 1996Computer Operator – GTECH Illinois 1989 – 1991

NETWORK SUPPORT SPECIALIST, GTECHDarin W. HermanPROJECT ROLEDarin is the Network Support Specialist for the Illinois Lottery operations.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEDarin is responsible for all Illinois State Lottery Wide Area, Local Area Network and Host Systemsintegration, support, and maintenance. He is responsible for all Technical Solution Focus Areas. He alsooversees all Telecommunication Systems, IVR and the monitoring and support of a 8,000 node ISISterminal network.In previous positions Darin has been responsible for consulting with clients to determine Wide Area andLocal Area Network requirements to enable Converged Communication Solutions. He also has experiencein the design and implementation of enhanced business critical workflow processes enabling centralizedcontrol and accountability of enterprise output and archiving. He has also overseen client product trials,testing, training and integration into customer‘s client-server networks ranging from 500-20,000 users.EDUCATION & FIELD-RELATED TRAININGLincoln Land Community College / Springfield, IL, 1991, Associates of Science Awarded, Major:Management Information SystemsCERTIFICATIONS: ShoreTel Systems Specialist, May 2007; AT&T Certified Voice-Data Specialists,Sept 2003; Nortel Networks Certified Design Specialist, Jan 2001; Nortel Networks Certified AccountSpecialist, Dec 2000; Nortel Networks Certified Support Specialist, Dec 2000; Nortel Networks CertifiedIP Telephony Specialist, Oct 2000; Certified Frame Relay Technical Consultant/Paradvne, Dec 1998; IBMInter-networking Specialist, Aug 1995; Certified Novell Administrator, July 1991EMPLOYMENT HISTORY2009 – Present GTECH CorporationNetwork Administrator.2008 – 2008 Wan AdvisorsOwner - Principal Engineer.2008 – 2008 Levi, Ray and Shoup, Inc.Systems Engineer2007 - 2007 VoiceSpring, LLCDirector of Business Development and Technical Engineering

FIELD SERVICES SUPERVISOR, GTECHDan TaylorPROJECT ROLEDan currently oversees all the Field Service operations for Illinois. This includes supervising three screeners,who perform the screening responsibilities for all the Lottery equipment in Illinois and all field-related issues,which includes any interaction with vendors, retailers and the Lottery.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEDan spent his first 3 years with GTECH Illinois Field Service as a Site Technician. At the time he was hired,GTECH built all the Tiffany Terminals for Illinois in state. GTECH Illinois was the first and possibly the onlyoperation to build its own terminals. He was then promoted to Senior Site Technician for 2 years and thenpromoted to Supervisor. He has worked in 2 Illinois conversions, the first conversion as a Site Technician andthe second as a Supervisor. He has assisted in all aspects of project support including manufacturing, repairand installations, as well as the planning and implementation of the equipment during the conversions.EDUCATION & FIELD-RELATED TRAININGDeVry Institute of Technology – Associate’s Degree in ElectronicsCertificate in IT Service ManagementCertificate in Supervisory CommunicationCertificate in Management Skills and Techniques for New SupervisorsCertificate in Experimental Learning Services Playing to Win WorkshopCertificate in Business WritingDriving Safety course from Liberty MutualEMPLOYMENT HISTORY1989 – Present GTECH CorporationField Services SupervisorSenior Site TechnicianSite Technician1986 – 1989 Thom McCannSalesman

BUSINESS SYSTEMS ANALYST, GTECHRecenia TuckerPROJECT ROLERecenia manages functional and nonfunctional requirements through SDLC, conducts independent research, and isresponsible for documenting, analyzing, designing, and implementing business requirements within formalizedSDLC. She documents, analyzes, and interprets complex business policies and processes, and performs the duties ofSQA Engineer.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCERecenia is experienced in writing technical manuals, as well as SRS and QA test documents. She has managedday-to-day operations in the Control Room.She was involved in several projects, including Florida conversion in 2004 – 2005. She was responsible forsetting up the backup data center in Orlando, Florida, putting all the maintenance contracts in place for thebuilding, and assisting with implementing the renovation of the building.EDUCATION & FIELD-RELATED TRAININGRecenia has completed several in-house training programs at GTECH.EMPLOYMENT HISTORY1995 – Present GTECH CorporationBusiness Systems AnalystTechnology Section Supervisor/Control Room CoordinatorComputer Operator1990 – 1994 Springfield ClinicComputer Operator - Information System DepartmentBusiness Office Analyst

TECHNOLOGY SECTION SUPERVISOR, GTECHMari B. CraynePROJECT ROLEMari supervises Control Room Operators, including but not limited to: scheduling, reviews, and memos. Sheensures the control room runs efficiently and effectively in a trouble-free manner; troubleshoots issues utilizingthe Control Room Operators’ judgment and experience; and tests and implements new software.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEMari has experience working with databases, writing and editing macros, and working with InfoDist processing.She is skilled at writing procedures and training for new processes. She has been involved in software updates inIllinois on ProSys, Continuum, and GEMS systems, one of which was the upgrade to Pick ‘n Play, and all of whichrequired detailed testing in the Quality Assurance lab. Calm under pressure, she has a calming effect on others.Previously, she was a Pharmacy Technician, which involved dealing with the public, physicians and nurses, andinsurance companies; processing and dispensing prescriptions; and helping install a new computer system. Shealso has experience in Shift Management, which involved managing crewmembers as well as monitoringproductivity levels, cash audits, and bank deposits.EDUCATION & FIELD-RELATED TRAININGBachelor of Business Administration, Concentration in Computer Networking, July 2001Certificate of Achievement: Microsoft Office Excel 2007, Level 1 and Level 2 coursesCertificate of Attendance: How to Supervise People and Coaching Skills for Managers and SupervisorsEMPLOYMENT HISTORY2004 – Present GTECH CorporationTechnology Section SupervisorComputer Operator IIIComputer Operator IIComputer Operator I1995 – 2004 University PharmacySenior Pharmacy Technician, CPhTPharmacy Technician, CPhT1989 –1995 Memorial Medical CenterPharmacy Technician, CPhTPharmacy Technician

MARKETING REPRESENTATIVE, GTECHAllison MacaionePROJECT ROLEAllison conducts training for Illinois Lottery Retailers to ensure proper knowledge of equipment andIllinois Lottery rules and regulations. She provides field support to make equipmentupgrades/adjustments; visit top selling retailers, recently trained retailers, and retailers with accountingissues; conduct surveys; and perform on-site training, which are all aimed to improve and maintaingood retailer relations. She also creates and updates weekly sales files, documents, and spreadsheets totrack game sales, equipment sales, etc. She maintains and updates all training materials includingequipment Reference Guides, reporting and accounting materials, and documentation utilized by theNational Response Center (NRC). Allison audits hotline calls from the NRC to ensure customersatisfaction, providing feedback aimed at improving the time and manner in which calls are resolved.Confidential material begins here.PROFESSIONAL EXPERIENCEConfidential material ends here.Allison has acquired a thorough knowledge of the Illinois Lottery retailer base, overall operations, andfuture goals. This skill set allows her to play a role in helping to obtain these future goals, ensuringsuccess and continued growth. Her integral role in the launch and support of the Instant ShowcasePilot Project, as well as her time assisting two other state Lotteries with system conversions, hasprepared her for the changes and challenges associated with the conversion process.Allison also assisted the Virginia Lottery System Conversion training team in the fall of 2007, andmost recently, conducted retailer training during the Michigan Lottery System Conversion in the fall of2008.EDUCATION & FIELD-RELATED TRAININGBachelor of Arts in Communications – Public Relations/ SociologyOnline Training- Lottery Marketing Database Training in March of 2008EMPLOYMENT HISTORY2007 – Present GTECH CorporationMarketing Representative2006 – 2007 Wisconsin Innovation Service CenterResearch Project Leader2000 – 2007 Carson Pirie Scott/ Boston StoreSales Associate

MARKETING SUPERVISOR, GTECHJames KwitPROJECT ROLEJames acts as the primary point of contact for the Lottery in regards to Lottery promotional and sales supportinitiatives, development and enhancements to sales and analytical reports, Lottery staff training, retailer trainingand resolving retailer relations procedural, accounting, and service-related issues. He performs a managementsupervisory role over GTECH Marketing staff. James develops and oversees both the retailer-training programand various Lottery staff terminal/system training. He coordinates and manages all field retailer relations andLottery support activities performed by the Marketing field staff. He also develops analytical and statisticalreports as requested by the Lottery and as needed for special sales support initiatives, and coordinates andoversees all permanent reporting activities performed by the Marketing staff.Confidential material begins here.PROFESSIONAL EXPERIENCEConfidential material ends here.With more than 18 years at GTECH, James’ lottery experience includes an in-depth knowledge of the IllinoisLottery and its complex retailer base. James has 11 years’ experience in lottery marketing, analytics, retailertraining, and retailer relations. James’ experience and commitment to follow-through make him a valuableresource of knowledge and assistance both within GTECH and with the Illinois Lottery staff. James developed,implemented, and managed the successful Illinois Instant Showcase Pilot in 2008. His conversion projectexperience includes Illinois ITVM Terminal Conversion - 2004, Tennessee System/Terminals - 2004, OhioSystem/Terminals – 2000, and Illinois System/Terminals- 2000.EDUCATION & FIELD-RELATED TRAININGProfessional Development Course Certificates in Presentation Skills, Managing Meetings, Selection andInterviewing, Team Building, Supervisory Communication and Management Skills I, Managing Performance,and Field Sales TrainingAmerican Management Association Certificates in Fundamental Selling Techniques and Management Skillsand TechniquesAlexander Hancock Associates Supervisory Communications Certificate – Sept 1997GTECH Lottery Marketing Database (2007) – Online training courseGTECH VSAT installation training (2008)EMPLOYMENT HISTORY1991 – Present GTECH CorporationMarketing SupervisorSr. Marketing RepresentativeMarketing RepresentativeAdministrative Assistant/Fleet ManagerCustomer Service Representative (Field Services)

REGIONAL VICE PRESIDENT, GTECH AMERICASTim SimonsonPROJECT ROLEAs Regional Vice President, GTECH Americas, Tim has general management responsibility for theIllinois Lottery.Confidential material begins here.PROFESSIONAL EXPERIENCEConfidential material ends here.Tim has general management responsibility for the following U.S. locations: Illinois, Indiana, Missouri,Kentucky, Minnesota, Ohio, Michigan, Kentucky, New Jersey, and Washington, D.C. He joined GTECH in2003 and has held positions of increasing responsibility in product management, marketing, and businessdevelopment, including time as Senior Director of Corporate Development and Strategic Planning. In thatrole, Tim led the strategic analysis of Lottomatica/GTECH’s expansion into the instant ticket printing marketsegment.Immediately prior to joining GTECH, Tim was CEO of Traction Software, a venture capital-backed enterprisesoftware company serving the U.S. intelligence community and Fortune 1000 customers. Prior to that, Tim wasin sales management at American Power Conversion (NASDAQ: APCC). During his tenure, the company grewfrom a $340-million company to a $1.3-billion company, and ranked tenth in total shareholder return during the1990’s out of all NASDAQ-listed firms.Tim began his career in public service as one of the youngest members of President George Herbert WalkerBush’s White House Staff in the role of Lead Advance Representative to the President of the United States. Hetraveled to 23 countries and 43 U.S. states planning, negotiating, and executing the President’s public andprivate itinerary.EDUCATION & FIELD-RELATED TRAININGTim received a B.S. in Business Administration, with an emphasis on finance, from the University ofWashington in Seattle and has participated in the M.B.A. program at Bryant University in Rhode Island.EMPLOYMENT HISTORY2003 – Present GTECH CorporationRegional Vice President, GTECH AmericasSenior Director of Corporate Development and Strategic Planning2000 – 2003 Traction SoftwareChief Executive Officer1994 – 2000 American Power ConversionSales Manager1990 – 1993 White House StaffLead Advance Representative to the President of the United States

REGIONAL MARKETING DIRECTOR, GTECHNathanael WorleyPROJECT ROLENat will provide corporate support for all marketing, sales, promotions, and game development activities. Hewill be responsible for supporting the design and administration of marketing functions related to productportfolio optimization, new game content, retailer programs, and strategic planning on an ongoing basis.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCESince joining GTECH in June of 1997, Nat has held several positions in GTECH’s Corporate Marketingdepartment, including positions in Business Communications, Retail and Strategic Marketing, and FieldMarketing. As Regional Marketing Director, he works with a team of regional marketing directors to delivermarketing services to lotteries in the U.S. These services include game and portfolio management, retailerselection and optimization, promotion planning, and player and retailer analysis. He has developed marketingplans for GTECH customers in the U.S. and has worked on retail marketing initiatives including digital signageprograms.Before joining GTECH, Nat worked in program marketing for IESC, an economic development consultingorganization that delivered marketing and technical assistance to businesses in Latin America, Asia, Africa, andthe former Soviet Union.EDUCATION & FIELD-RELATED TRAININGM.A., comparative literature, University of California, BerkeleyB.A., Russian, Amherst College, MassachusettsStudied strategic marketing communications, Northwestern University, Kellogg School of ManagementEMPLOYMENT HISTORY1997 – Present GTECH CorporationRegional Marketing Director, U.S. Field MarketingDirector, Strategic Marketing InitiativesDirector, Business ProposalsManager, Business Communications1995 – 1997 IESC, Stamford, CTManager, Program Marketing

SENIOR DIRECTOR, FIELD MARKETING, GTECHMichelle Rhodes CarneyPROJECT ROLEMichelle will work with you to develop marketing strategies including content and product enhancements thatcan be incorporated into your marketing and business plans. Her role will be to assist you in identifying futuregrowth opportunities that can be integrated into your strategic business plans with the goal of generatingincremental revenue.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCESince joining GTECH in May of 2000, Michelle has been directly involved in the development and implementationof marketing objectives for multiple GTECH clients. As Senior Director of Field Marketing, she directs a team ofregional marketing directors in the delivery of marketing services to lotteries worldwide. These services includegame and portfolio management, lottery game design, retailer selection and optimization, promotion planning, andplayer and retailer analysis. She has developed marketing plans for many GTECH customers in support of newgame launches, retailer performance programs, promotions, and consumer education.EDUCATION & FIELD-RELATED TRAININGMichelle has an M.B.A. in marketing from the University of Rhode Island, and a B.A. in economics andbusiness administration from Ursinus College, Collegeville, Pennsylvania.EMPLOYMENT HISTORY2000 – Present GTECH CorporationSenior Director, Field MarketingRegional Marketing DirectorMarketing ConsultantSenior Market Research Analyst1998 – 2000 Fleet Financial GroupFinancial Risk Analyst IMIS Analyst1997 – 1998 The Vanguard GroupInstitutional Sales and Marketing Associate1995 – 1997 First Union Complex ArenasPremium Services ManagerPremium Services Associate

SENIOR VICE PRESIDENT (SVP), GENERAL COUNSEL& CORPORATE SECRETARY, GTECHMichael PrescottPROJECT ROLEAs Senior Vice President, General Counsel, and Corporate Secretary of GTECH, Michael is responsible formanaging and overseeing all legal matters, including legal strategy, legal compliance, litigation, regulatorymatters, as well as global security. He will oversee and enforce GTECH’s commitments.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEMichael brings more than 15 years experience in corporate law to GTECH. He most recently served asGTECH's Vice President and Deputy General Counsel, a position he has held since joining the Company in2001. In this capacity, Prescott was principal legal advisor for corporate transactions including, amongothers, mergers, acquisitions, and strategic alliances, as well as managing and implementing strategy for alllitigation and regulatory matters for GTECH and its worldwide subsidiaries.Prior to joining GTECH, Prescott was a corporate attorney at Edwards Angell Palmer & Dodge LLP,where, for several years, he served as outside legal counsel to GTECH.EDUCATION & TRAININGB.A., history and political science, Northwestern University, Illinois.Juris Doctor degree, Emory University School of Law.EMPLOYMENT HISTORY2001 – Present GTECH CorporationSenior Vice President (SVP), General Counsel, and Corporate SecretaryVice President and Deputy General Counsel1996 – 2001 Edwards Angell Palmer & Dodge, LLPAssociate1993 – 1996 Tillinghast LichtAssociate1988 – 1990 Fleet National BankLending Representative

SENIOR VICE PRESIDENT (SVP), GLOBAL TECHNOLOGYSOLUTIONS, GTECHMatthew WhalenPROJECT ROLEMatt will be accountable for technology delivery at an executive level. He will oversee the technology team thatwill deliver all aspects of the project, including requirements gathering, software development, implementation,and customer acceptance. He will work with the business leaders and the Lottery to ensure that systemspecifications are delivered on time, as agreed to, and with a high level of quality. He will also oversee theescalation of any issue, if necessary, to ensure timely decision-making and thus complete customer satisfaction.Confidential material begins here.PROFESSIONAL EXPERIENCEConfidential material ends here.Matt currently serves as GTECH’s Senior Vice President of Global Technology Solutions, responsible for theentire customer-facing technology organization, which comprises approximately 650 technology professionalsaround the globe. He has 15 years of lottery industry experience in various technology, engineering, andmanagement positions. He is an experienced business professional with demonstrated success in designing,developing, deploying, and managing secure, high-volume transaction processing systems for the lotteryindustry. Matt has managed complex, large-scale, multi-million dollar projects related to product developmentand customer-focused systems integration.In a previous role, as Vice President of Systems Engineering, Matt was responsible for the research anddevelopment activities of the company in the areas of product development, enterprise architecturedevelopment, technology innovation, and hardware and network engineering.EDUCATION & TRAININGB.S., computer information systems, College of Saint Rose, Albany, New YorkApplied Associate’s degree in science, computer science major, State University of New York, MorrisvilleEMPLOYMENT HISTORY1994 – Present GTECH CorporationSenior Vice President, Global Technology SolutionsVice President, International TechnologyVice President, Systems Engineering (Research and Development)Vice President, Systems IntegrationSenior Director, Program ManagementProject Director, New York Lottery ConversionDirector of Software Services, Eastern RegionRegional Software ManagerSoftware Engineer

GTECH TECHNOLOGY FELLOW AND ACTING CHIEFTECHNOLOGY OFFICER (CTO)Don StanfordPROJECT ROLEDon was GTECH’s Chief Technology Officer from 1979 – 2001, and has accepted the appointment as GTECHTechnology Fellow and Acting Chief Technology Officer, reporting to Jaymin Patel. He has agreed to serve inthis capacity for the next year and will represent our Technology organization on GTECH’s Senior Staff. Donhas played an instrumental role during his time at GTECH in driving GTECH’s ascension to the leadership ofthe lottery industry. During the past year, Don has been consulting with the Global Technology Group andMarketing on some strategically important technology product development initiatives, including playing aninstrumental role in driving Lottery Inside and overall retail point-of-access development strategy.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEDuring Don’s 23 years with GTECH, the company grew from a market share of five percent and sales of lessthan $1 million to a dominant worldwide market share of 70 percent and sales in excess of $1 billion as of theend of 2002. Don possesses a rare combination of skills, coupling technology expertise, hands-on P&Lexpertise, and corporate leadership with customer communications and the ability to work in a teamenvironment and achieve extraordinary results under challenging conditions.EDUCATION & TRAININGM.S., computer science/applied mathematics, Brown University, Providence, Rhode Island.B.A., international relations, Brown University, Providence, Rhode Island2008 – Present GTECH CorporationSenior Vice President and Acting Chief Technology Officer2002 – Present Brown UniversityAdjunct Professor of Computer ScienceAdjunct Professor, Division of Engineering1979 – 2001 GTECH CorporationGTECH Technology Fellow, CTO EmeritusSenior Vice President and Chief Technology OfficerVice President, Advanced DevelopmentVice President, Systems Development and Engineering

VP MARKETING OPERATIONS AND ANALYTICS,GTECHMichelle TomaoPROJECT ROLEAs Vice President of Marketing Operations and Analytics, Michelle will be involved in overseeingcorporate marketinig support. She will work closely with Larry King to ensure milestones are met and theresponsibilities of the Private Management Agreement are met or exceeded and appropriate corporateresources are made available.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEMichelle has been with GTECH since 1992 in various positions including Operations, Finance andMarketing. She has held several positions in Business Evaluation, and brings a wide array of Lotteryknowledge as well as marketing expertise to her position.Since 2007 she has been the VP Marketing Operations & Analytics. In this role Michelle oversees theBusiness Proposal group/function as well as all marketing and game analytics. In addition to proposals andanalytics, Michelle is responsible new marketing driven product business cases as well as the administrationof the overall Marketing budgetEDUCATION & FIELD-RELATED TRAININGMichelle attended a Leadership program at Simmons School of Management in 2004.Michelle received a Bachelor’s degree in Business Management from Johnson & Wales University.EMPLOYMENT HISTORY1992 – Present GTECH CorporationVP Marketing Operations & AnalyticsVP Business EvaluationDirector, Business EvaluationSenior Financial AnalystFinancial AnalystOperations Analyst

SENIOR VICE PRESIDENT (SVP),CORPORATE AFFAIRS, GTECHRobert VincentPROJECT ROLEBob is responsible for managing GTECH and Lottomatica Group’s internal and external corporatecommunications, including all media and public relations activities worldwide. Bob provides supportactivities in Compliance, Investor Relations, Business Development, Marketing Communications, andGovernment Relations. He is also responsible for leading GTECH’s Corporate Social Responsibility effortsin the area of Community Relations, Responsible Gaming, and Charitable Giving.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEFor GTECH, Bob has served as an external consultant, Vice President of Business Development forDreamport (GTECH's former gaming and entertainment subsidiary), and, most recently, as the VicePresident of Corporate Communications.Before joining GTECH, Bob was a Senior Partner at RDW Group, a regional advertising and publicrelations company in Rhode Island. He also served in senior policy and administrative positions in RhodeIsland government including the Governor's Office, Secretary of State's Office, and the Providence Mayor'sOffice. In addition, he has led community and government affairs efforts at Brown University.EDUCATION & FIELD-RELATED TRAININGB.S., political science, University of Rhode IslandEMPLOYMENT HISTORY1996 – Present GTECH CorporationSenior Vice President of Corporate Affairs1993 – 1995 Independent Public Affairs Consultant1989 –1993 RDW GroupSenior Partner

SENIOR MARKETING ANALYST, GTECHKathy LavignePROJECT ROLEKathy will conduct retail optimization, developing demographics for retailers and helping to build predictivesales models. She will also create case studies that will help the Lottery make accurate sales forecasts.Confidential material begins here.Confidential material ends here.EXPERIENCEKathy has been with GTECH since 1995. During her time at GTECH, she has been responsible for marketingand research functions that support sales, strategic and marketing planning, product development, and customerneeds. These functions include historical market and game analyses and recommendations, retailer analyses,sales forecasting and analyses, promotional analyses, market segmentation, marketing planning, customerconsultation, and support of primary research for new products and games. Kathy has performed a wide rangeof duties in support of these objectives including development of software tools, use of segmentation and othersecondary databases and research, information development with other marketing professionals including sitepersonnel, creation of presentations, support of survey and research project design and implementation, andother functions as assigned.1995 – Present GTECH CorporationSenior Marketing AnalystMarketing AnalystSenior AnalystProject Coordinator1992 – 1995 Rhode Island Container ProductsOffice ManagerEDUCATION & FIELD-RELATED TRAININGB.S., marketing, Rhode Island College

CHAIRMAN, BOARD OF DIRECTORS, GTECHDonald SweitzerPROJECT ROLEDonald is responsible for the overall direction of activities and operations for his respective departments.Specifically, he will provide corporate support to meet all project commitments for Illinois.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEDonald joined GTECH in 1998 as Senior Vice President for Government Relations, bringing with him morethan 20 years of experience in government affairs consulting services. He is responsible for GTECH’s globalbusiness development, government affairs, corporate communications, and public relations. During a highlydistinguished career in government affairs, Donald served at the highest levels of political organizations. Forexample, he served as Director of Finance and later as Political Director for the Democratic NationalCommittee. An expert in public affairs, Donald has held senior management positions at several public affairsfirms. He was President of Dorset Resource & Strategy Group, President and Managing Partner of Politics, Inc.,and Vice President of Capitol Associates, Inc. and Black Manafort Stone & Kelly.EDUCATION & FIELD-RELATED TRAININGDonald received a degree in journalism from Siena College in Loudonville, New York.EMPLOYMENT HISTORY1998 – Present GTECH CorporationChairman, Board of DirectorSenior Vice President, Government Relations1996 – 1998 Dorset Resource & Strategy GroupPresident1995 – 1996 Politics, Inc. (A Kamber Company)President & Managing Partner1994 – 1995 Democratic National CommitteePolitical Director1992 – 1994 Capitol Associates, Inc.Vice President1989 – 1992 Black Manafort Stone & KellyVice President

VICE PRESIDENT, CLIENT SERVICES, GTECHLeonard OsinskiPROJECT ROLELeonard is responsible for developing strategies, planning, standardizing, and implementing all aspects ofGTECH’s Field Service, Call Center, Data Center operations, technical and retailer training services, andretailer consumables procurement and design. He oversees activities related to achieving contractual servicelevelagreements while maximizing efficiency and customer satisfaction. He also oversees activities related toinstallation, repair, proactive maintenance, and engineering change upgrades for all product lines.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCELeonard has spent 33 years in customer service and project implementation, 23 of which were in the Lotteryindustry while the other 10 were in vehicle emission testing. He was part of the original GTECH project teamproviding operational support for Texas.His Client Services organization has implemented a continuous improvement process in Data Center, FieldServices, and Call Center operations, ensuring consistency of processes across all sites. Client Services alsoplayed a key role in the recent rollout of the Powerball and MegaMillions cross-sale project, working withMUSL to ensure all sites were compliant with Rule 2 and providing operation support for all GTECH sitesduring the ramp-up and after start-up.Leonard worked for ESPH and Polaroid before rejoining GTECH. At GTECH, he has held positions in siteoperations, global projects, and corporate management and worked on or managed several large projects andoperations such as Texas, California, Ohio and the U.K. start-ups.EDUCATION & FIELD-RELATED TRAININGAssociate’s degree, electronic engineering, National Institute of Technology, Detroit, Michigan.EMPLOYMENT HISTORY2009 – Present GTECH CorporationVice President, Client Services2001 – 2008 ESPHSenior Vice President, Worldwide Operations & Support1999 - 2001 Polaroid Inc.Division Vice President, System Integration & Delivery1977 - 1999 GTECH CorporationVice President, Centralized ServicesRegional Vice President, Eastern RegionManaging Project Director, UK Lottery Project

SALES DIRECTOR, GTECH BEST PRACTICESMichele ArgentieriPROJECT ROLEMichelle provides Best Practice professional service offerings to key GTECH customers. Best PracticeSolutions combines a portfolio of marketing and sales tools based on the industry practices of the topperforming lotteries with data, analysis, and interpretation by experienced GTECH staff to help lotterycustomers maximize sales and revenue returns.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEMichele joined GTECH in 2007 bringing an extensive background in retail sales, promotions, marketing, andpublic relations from her 9 years with the New York Lottery. At the Lottery, she served as Director of Sales,Director of Promotions, and Director of Corporate Education Mission Programs. She was instrumental increating, directing, and executing statewide sales plans for six regions exceeding revenue mandates and settingnew weekly sales records in four of eight product categories.Michele has developed a suite of Lottery best practice case studies, plans, and presentations in the area ofmarketing, sales, and retailer management. She helps GTECH customers integrate and translate marketing,advertising, promotional, and merchandising strategies into executable sales programs at retail to drive sales.EDUCATION & FIELD-RELATED TRAININGMasters of Business Administration: summa cum laudeConcentrations in Marketing and ManagementSt. Bonaventure UniversityBachelor of ArtsMajor: Public Administration Minors: Business Administration and Political ScienceAlfred UniversityEMPLOYMENT HISTORY2007 – Present GTECH Best Practices2007 – 2008 MindShare, LLCDirector of Business Development1997 – 2006 New York LotteryDirector of SalesDirector of PromotionsDirector of Corporate Education Mission Programs

SENIOR DIRECTOR, INDUSTRY BEST PRACTICES,GTECHFrank KilinskiPROJECT ROLEFrank will provide assistance with instant ticket management inventory. He is also an expert at gamedevelopment, optimization, and analysis. Frank’s experience also includes prize structure development andenhancement recommendations based on analysis of product mix and jurisdiction.Confidential material begins here.Confidential material ends here.EXPERIENCEFrank brings a wealth of experience from his 26 years working at the New York Lottery, where he was aninstrumental component of the Lottery’s Senior Management team, responsible for driving sales to $6.6 billionin FY 2006-2007, which resulted in just over $2 billion in aid to education. Frank joined the GTECH team in2007 as Senior Director, Industry Best Practices. In this role, Frank brings his lottery experience and expertise,specifically in the instant product category, to assist GTECH customers with their online and instant gameprograms.EDUCATION & FIELD RELATED TRAININGFrank earned his Bachelor of Arts degree in Accounting from the State University of New York (SUNY) Albany,Albany, New York.EMPLOYMENT HISTORY2007 – Present GTECH CorporationSenior Director, Industry Best Practices1981 – 2007 New York LotteryDirector of Research and DevelopmentSenior Accountant/Auditor – Gaming Services Unit

RETAIL SELECTION AND APPLICATION SPECIALIST,CONSULTANT,GTECHDaniel J. CoddenPROJECT ROLEAs a Retail Selection and Application Specialist, Daniel will work on creating and implementing processesto streamline procedures for retailers, including licensing, during the Transition and Ramp Up periods.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEDaniel brings a wide vairety of experience from his 38 years of Lottery employment.As Director of Operations for the New York State Lottery, he led the development of ICS policy/proceduresfor all elements within the Lottery Operations Unit. Daniel's responsibilities included development ofpolicy/procedures for retailer licensing and training of Lottery staff responsible for retailer recruitment, andreview and approval/denial of 90,000 retailer licensure applications. He developed policies/procedures forall daily drawings and promotional drawings and coordinated with Sales/Marketing for all activitiesutilizing the on-line network, and was responsible for contractual compliance for both on-line and instantticket vendors.Daniel managed the implementations/conversion of the On-Line network from 1980 thru 2001 and wasresponsible for implementation for the Lottery’s Lotto game in 1978. He also managed the Lottery’s systemand application programmers, the Lottery’s telecommunication unit responsible for scheduling land linesused for retailer network, and the Lottery’s On-Line Games unit responsible for balancing vendor/retailersettlements and retailer settlement issues. Daniel also provided supervision of all vendor software testing ofnew systems or continuing system enhancements.Daniel also conducted a complete vulnerability assessment of the Georgia Lottery Corporation and workedwith GTECH and SGI to streamline systems management in collaboration with the GLC.EMPLOYMENT HISTORY2003 – Present Consultant1976 – 2003 New York State LotteryDirector of Operations1972 – 1976 Michigan State Lottery

MERCHANDISING, INSTANT TICKET DESIGN ANDBRANDING SPECIALIST, GTECHMatthew F. MansfieldPROJECT ROLEMatt's position of merchandising, instant ticket design and branding specialist includes productdevelopment and marketing goals to achieve revenue growth in a responsible manner.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEAs Deputy Director of Marketing for the New York Lottery, Matt was responsible for planning andexecution of the product development and marketing programs to achieve annual sales and revenue goals.During a ten-year period, he doubled NY Lottery sales to over $6 billion, contributing $1.9 billion inrevenue for education during the 2002-2003 fiscal year.Since 2004 Matt has been a consultant to various lotteries, initially for Instant Game distribution anddisplay as well as Instant Game portfolio evaluation and planning, specifically, California Lottery, IllinoisLottery, Ontario Lottery, and Maryland Lottery. In 2006 he was closely involved with development andselection for the Georgia Lottery Full Service Marketing Communications.In 2007 - 2008 Matt was GTECH VP of Product Marketing covering Americas and International productand market research, product development and marketing communications , customer service in the form oflogo development, and marketing planning . Since July 2008, Matt has been consulting with GTECH onprojects, including the creation and development of the G2 logo and identity, various tradeshows, responsesto various RFPs, background work and presentations for the pre-cross-sell MegaMillions and Powerballconsortiums, development of the business services program and presentation format for the ALC InstantGame project last November, and several articles for PGRI published over the last year.EDUCATION & FIELD-RELATED TRAININGColumbia University Graduate School of Business, Masters of Business AdministrationHarvard College, Bachelor of Arts with majors in English and HumanitiesEMPLOYMENT HISTORY2008 – Present Consultant2007 - 2008 GTECHVP Product Marketing, Americas and International1993 – 2004 New York LotteryDeputy Director of Marketing

INTERACTIVE PLATFORM AND CONSUMERCHANNEL DEVELOPMENT CONSULTANT, GTECHJari VähänenPROJECT ROLEAs a leading expert in the area of interactive platform and consumer channel development, Jari will serve asa consultant in this area of development for the Northstar Group and the Illinois Lottery.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEJari brings his 15+ years of an extensive array of experience in all avenues of gaming to the benefit of theIllinois Lottery. As Senior Vice President for Business Development and International Affiars for VeikkausOy, the Finnish Lottery, Jari has solid business development expertise. In addition to his expertise inInteractive Platform and Consumer Channel Development, he also brings his skills in the areas ofmarketing, product development, and maintenance, as well as sports betting, horse betting, and internetbusiness.EDUCATION & FIELD-RELATED TRAININGThe University of Turku, Master of Political Science with focus on economics, 1987 - 1991EMPLOYMENT HISTORY1995 – Present Veikkaus Oy, the Finnish National Lottery, VantaaSenior Vice President, Business Development and International AffairsVice President, Business DevelopmentDirector, Sport Business UnitBrand Group Manager, Skill Games, Marketing, Product Development and MaintenanceProduct Manager, Horse Betting, and Internet Business1994 – 1994 Suomen Hippos ry., the Finnish Horse Betting Company, EspooManaging DirectorDirector of Betting

INTERACTIVE PLATFORM AND CONSUMERCHANNEL DEVELOPMENT CONSULTANT, GTECHA.N. ChakerPROJECT ROLEAs an leading expert in the area of interactive platform and consumer channel development, A.N. Chakerwill serve as a consultant in this area of development for the Northstar Group and the Illinois Lottery.Confidential material begins here.PROFESSIONAL EXPERIENCEConfidential material ends here.As Director of New Busness Development of Veikkaus Oy (Finniah Lottery), A.N. Chaker is responsiblefor planning and strategic development (technology, M&A), and oversees P&L responsibility for allentertainment playing income (100 millions Euros). As an independent consultant, A.N. served as a strategyadvisor to the Nokia Corporation and established the Nokia Media Academy. As CEO of Mobicus, A.N.positioned the company as an international technology player and founded the first leadership group of themobile marketing industry in Europe. A.N. is also the co-author of the book A Strategic Guide to MobileMarketing, published by Baskerville.EDUCATION & FIELD-RELATED TRAININGEducation: Masters of Business Administration, Helsinki School of Economics & Business Administration,1997-2000. Bcl & Llb (Law), 1985-1989, McGill University. Licenses: License to Practice Law, 1991,New York Bar, New York State, USA. License to Practice Law, 1990, Quebec Bar, Montreal, Canada.Field Related Experience: Nokia / Starcut, Consultant, Espoo, Vancouver & Oulu 2004-2005. Maininstructor and expert in the Nokia Media Academy. Lead consultant on mobile marketing strategy for N-series (Q4/2005). Council of Europe, Writer/Consultant, Strasbourg, France, 1998 & 2004, writer of twopublished studies on European sports legislation. Hungarian government, Legal Consultant, Budapest,Hungary 1996, advised the government and parliament on new sports legislation.EMPLOYMENT HISTORY2006 – Present Veikkaus Oy (The Finnish National Lottery)Director, New Business Development2003 – 2005 Helsinki 2005, World Championships in AthleticsDirector of Protocol and Legal Affairs2003 – 2005 Independent Consulting, C&C Global Advocates, KYSenior Legal and Business Consultant2001 - 2003 Mobicus OyCEO

GENERAL MANAGER, SCIENTIFIC GAMESAllen BlankinshipPROJECT ROLEConfidential material begins here.Confidential material ends here.He will manage the daily activities of the Northstar Distribution Facility.PROFESSIONAL EXPERIENCEUpon joining Scientific Games (SGI) in 1999 as the technical service manager, Allen provided hardwareand training support to lottery customers. In 2004, he became the General Manager for the Indiana OnlineLottery and oversaw all site operations. By 2005, Allen was selected to serve as the General Manager forthe Oklahoma Lottery, where he currently manages cooperative services for instant ticket and online systemoperations. He established the Cooperative Services Program, which involved setting up temporary spacefor Tel-Sell functions and secure warehouse space for instant ticket storage. Allen oversaw the research,development, and testing of new games and ideas. He also managed service and repair operations ofvalidation terminals for all international and online lottery jurisdictions and racing venues, maintainedinventory, and provided technical training on equipment repair, maintenance, and troubleshooting.Allen now provides Tel-Sell services by staffing and training personnel to ensure that tickets are distributedefficiently and effectively. He provides distribution, packaging, and warehouse maintenance services. Heoversees the operations team for coordination and management of all software releases in accordance withNASPL standards. Allen also staffs and maintains a field sales force, works closely with the sales directorto ensure all objectives are fulfilled, and manages a technical staff to ensure retail terminals and other fieldequipment are maintained according to lottery standards. Allen manages the marketing support staff, onlinesystems team, and field and hardware teams. He oversees the operations team for coordinationmanagement of software releases.EDUCATION & FIELD-RELATED TRAININGAllen received a B.S. in human resources management from Friends University in Wichita, Kansas, in 1996.He completed Project Management Leadership Training and NASPL's System Development Life Cycleand Change Management Workshop in 2001 and 2008 respectively.EMPLOYMENT HISTORY1999 – Present Scientific GamesGeneral Manager, OklahomaGeneral Manager, IndianaTechnical Services Manager

WAREHOUSE MANAGER, SCIENTIFIC GAMESJeremy SwansonPROJECT ROLEConfidential material begins here.Confidential material ends here.He will manage the daily warehouse and distribution operations, and will report to the General Manager forInstant Ticket Services.PROFESSIONAL EXPERIENCEJeremy has over 10 years of operations and warehouse experience providing supervision of distribution andinventory control processes for over $250 million in lottery scratch tickets and ticket returns. He has sharedresponsibility in the hiring and training of new employees, as well as supervision of all warehousepersonnel. Jeremy is responsible for accurately picking, packaging, and shipping customer orders valued atover $1.6 million weekly; he updates customer accounts receivable with all purchase and returntransactions. Jeremy troubleshoots inventory issues, assits in the training and supervision of newemployees, and works collaboratively with a team to properly prepare products for shipment.Jeremy has eight years of supply chain experience, specializing in inventory control, distribution, shipping,and receiving. He also has seven years of experience mentoring new recruits and leading initiatives toimprove the working environment of employees at Miejer Inc. Warehouse.EDUCATION & FIELD-RELATED TRAININGJeremy obtained an emergency medical technician certification in 1996 from Lansing Community Collegein Lansing, MI. He has been trained in Microsoft MIDAS and other state-of-the-art warehouse technology.Jeremy is a trained customer service representative (CSR).EMPLOYMENT HISTORY2004 – Present Scientific GamesWarehouse Supervisor/Inventory Control Specialist1996 – 2003 Miejer Inc. WarehouseLogistics Specialist

SYSTEMS ADMINISTRATOR, SCIENTIFIC GAMESTurner C. BlanchardPROJECT ROLEConfidential material begins here.Confidential material ends here.Turner will support the Northstar warehousing and distribution system.PROFESSIONAL EXPERIENCETurner has worked in the lottery industry for six years. He was involved with Ohio, Washington, D.C.,Pennsylvania, Oklahoma, Maryland, and Florida start-ups in various positions, as well as with the Marylandconversion. Turner currently serves as the liaison to lotteries for system and security support issues, and isresponsible for systems support, security, database management, and disaster recovery. He designs andimplements security policies and procedures while creating and maintaining network and systems policies,as well as procedures for CSP sites. Turner also serves as the liaison to lottery, online, and shippingvendors for system, security, and support requirements. Additional responsibilities include working withdevelopers on testing and evaluation of software for production systems, supporting and testing newproducts from development teams, and maintaining automated ticket sorting systems.Before joining Scientific Games in 2004, Turner worked in the IT and Physical Security fields withMotorola, IBM, and Centers for Disease Control (CDC).EMPLOYMENT HISTORY2004 – Present Scientific GamesSystems and Security ManagerSenior Systems AdministratorSystems Administrator/Security

ACCOUNT MANAGER, SCIENTIFIC GAMESKaren HarrisPROJECT ROLEConfidential material begins here.Confidential material ends here.She will provide strategic account management between Scientific Games and the Illinois Lottery. She isresponsible for game planning, sales forecasting, and marketing support.PROFESSIONAL EXPERIENCEKaren has many years of marketing and financial experience as she has held several positions within sales,marketing, and cost accounting. She is knowledgeable in strategic planning, game design, and prizestructure development. As Account Manager, her responsibilities include daily account management for theIllinois and Louisiana Lotteries on all lottery issues and concerns. She develops instant games and prizestructures for domestic lotteries and develops game schedules with lottery representatives. Karen conductsgame planning sessions and plans research projects based upon strategic objectives. She also analyzes salesand provides sales reports and analysis to key lottery officials, including industry trends and game salesperformance. The financial aspects of Karen's position include supervising cost accountants and auditingdaily presswork, as well as production reporting for all U.S. presses and generation of production statisticalinventory reporting. She is responsible for financial cost reports and job cost database management, andprepares daily and month end account reconciliations and journal entries.Before joining Scientific Games, Karen worked with Bank of America as an AVP of Accounting Policiesand Research and an Accounting Systems Supervisor. She also worked for Coverdell and Company for 6years in many roles, including account relationship management and accounting supervision.EDUCATION & FIELD-RELATED TRAININGKaren graduated from East Tennessee State University with a B.B.A. in Accounting. She also received anM.B.A. from Reinhardt College in 2009.EMPLOYMENT HISTORY2008 – Present Scientific GamesAccount ManagerLead Senior Cost AccountantSenior Cost Accountant

ACCOUNT EXECUTIVE, CUSTOMER SERVICE,SCIENTIFIC GAMESKatherine GerstPROJECT ROLEConfidential material begins here.Confidential material ends here.She will be responsible for developing working papers and will oversee daily customer service satisfaction.PROFESSIONAL EXPERIENCEKatherine has more than 20 years of experience in customer service, account management, and sales. Sheworked for several Fortune 500 companies prior to becoming an entrepreneur in 2001. Currently,Katherine communicates all customer issues to the appropriate parties within Scientific Games (SGI) in theU.S. and Canada. She also helps to create, review, and approve all ticket art, working papers, and postexecutedticket changes. Katherine plans and attends customer quarterly game planning meetings and focusgroups. She requests game trademark approvals to prevent legal infringements and creates and reviewsprize structures that correspond with the customer parameters, product mix, and marketing plan.Before joining SGI in 2009, Katherine was the president of her own business, an account executive forXerox Corporation, and in several program management and customer service related roles with MCITelecommunications and Prudential. She performed a wide range of tasks, which included sales, design,customer service, and IS responsibilities. She reduced advertising expenses by increasing repeat andreferral business. Katherine hired, trained, and managed six designers and four office staff members. Shecreated all office documents, manuals, and sales literature, and assisted with website development.Katherine developed a proprietary customer relationship management system for her company thatenhanced customer communication via electronic e-mail marketing.EDUCATION & FIELD-RELATED TRAININGKatherine received a B.S. in biology in 1990 from Auburn University in Auburn, Alabama. She isproficient in Microsoft Access and Microsoft Publisher.EMPLOYMENT HISTORY2009 – Present Scientific GamesAccount Executive2001 – 2009 ClosetSmith, Inc.Owner/President

SENIOR PROJECT MANAGER, INSTANT TICKETSERVICES, SCIENTIFIC GAMESCherie PeytonPROJECT ROLEConfidential material begins here.Confidential material ends here.Cherie will be responsible for managing the procurement and installation of all equipment related to the instantticket warehouse.PROFESSIONAL EXPERIENCESince 2004, Cherie has had experience in a variety of positions for Scientific Games (SGI), including roles inthe Worldwide Projects organization and the Cooperative Services division. She is responsible for corporatesupport of CSP sites with respect to systems, communications, vending machines, and special projects. On CSPstart-up and conversion projects, Cherie serves as project manager and assures the coordination between theonline vendor, SGI, and the lottery. She has experience with both online and instant lotteries.Cherie first joined SGI as a project administrator, working for the director of Worldwide projects. In that role,Cherie coordinated daily and weekly project meetings with both internal and external customers, and managedall software maintenance releases globally. Cherie took on full time project management in October of 2004when she managed the rollout of 300 new online retailers for the Iowa Lottery, and she was the deputy projectmanager for the successful start-up of the Oklahoma Lottery in the fall of 2009. In October 2005, Cherie waspromoted to the CSP division as the system implementation manager.EDUCATION & FIELD-RELATED TRAININGCherie received a bachelor degree in industrial engineering from Georgia Institute of Technology, Atlanta,in 1999.EMPLOYMENT HISTORY2004 – Present Scientific GamesManager, Cooperative ServicesProject Manager Worldwide Projects Organization

VICE PRESIDENT, UNITED STATES SALES,SCIENTIFIC GAMESKeith CashPROJECT ROLEConfidential material begins here.Confidential material ends here.He will provide executive level account management support and assistance to the account Regional Director asneeded.PROFESSIONAL EXPERIENCEKeith has 19 years of lottery experience. His experience with the game development process began 16years ago when he began his Scientific Games (SGI) career as an electronic technician in manufacturing.He then moved on to production control and then to the customer service group as an account executive.Keith now provides strategic oversight to planning, marketing support, and contract management, and isresponsible for instant game development, marketing, sales, promotion, and research. He works with lotterycustomers to provide instant game development, sales analysis, game monitoring, and problem resolution.Keith also develops and implements marketing and promotional ideas and programs. Keith monitorsprogress and coordinates resources for product initiatives. He also develops prize structures and gamedesigns to optimize the player experience.Over the course of Keith's tenure at SGI, he has gained a wide variety of experience. He has overseen allsales and marketing activities for the Illinois, Louisiana, Missouri, North Carolina, and Tennessee Lotteries.He has provided quarterly game planning support to ensure that the proper product mix was available in themarket, while working with clients and internal departments to ensure that high-quality instant games weredesigned and produced accurately. Keith also monitored and coordinated the overall game developmentprocess.EDUCATION & FIELD-RELATED TRAININGKeith received a B.B.A. in management and marketing from North Georgia University in Dahlonega, GA,in 1992. He then earned an M.B.A. in 2002 from Brenau University in Gainesville, GA.EMPLOYMENT HISTORY2000 – Present Scientific GamesVice President, United States SalesSenior Regional DirectorAccount Manager

VICE PRESIDENT, STRATEGIC MARKETING,SCIENTIFIC GAMESJim O'BrienPROJECT ROLEConfidential material begins here.Confidential material ends here.He will provide executive level strategic planning, product philosophy and marketing direction to the Lottery.PROFESSIONAL EXPERIENCEJim’s 25 years of experience in the lottery industry have helped him gain in-depth knowledge in the areas ofmarketing, sales, research, product development, and advertising. He served as the director of marketingfor the Massachusetts State Lottery before joining Scientific Games (SGI) in 2001. He provides holisticmarketing recommendations for lottery customers through strategic marketing plan development, and heworks closely with lotteries on a project basis to implement specific marketing tactics.While working for the Massachusetts State Lottery, Jim received awards that recognized his notablecontributions. He was the recipient of the first and third annual Edward J. Powers Award from the NationalAssociation of State and Provincial Lotteries in 1990 for excellence in sales and development. He receivedthe marketing department award for the “Best Lottery Marketer Organization” by the first Annual LeFleurLottery World Symposium in 1996. Jim was also the recipient of the "Best Lottery Marketing Director" atthe second annual LeFleur World Symposium in 1997. Among some of the achievements that earned Jimrecognition included his restructuring of the instant game product line, pricing, distribution system andpromotional support, which helped lottery business to reach the level of $50 million per week, as well as hisdeveloping the lottery’s product management system that now aids in efficient, coordinated productmarketing. Jim also developed the lottery’s telemarketing department that allowed the lottery to betterservice its retailer network.EDUCATION & FIELD-RELATED TRAININGJim received a B.A. in economics, with a minor in history, from Holy Cross College in 1970. He thenreceived an M.B.A. from Northeastern University. Jim is a recipient of Teaching Fellowship.EMPLOYMENT HISTORY2001 – Present Scientific GamesVice President, Strategic Marketing1985 – 2001 Massachusetts State LotteryDirector of Marketing

VICE PRESIDENT, INSTANT TICKET SERVICES,SCIENTIFIC GAMESJohn SchulzPROJECT ROLEConfidential material begins here.Confidential material ends here.He will provide executive level management for Cooperative Services activities.PROFESSIONAL EXPERIENCEJohn joined Scientific Games (SGI) in 1985 during the company’s first ever Cooperative Service (CSP)contract with the New York Lottery. John currently oversees the North American Cooperative Servicegroup, which consists of 11 different budgeted sites and personnel, as well as all of the CSP sites in NorthAmerica to which he provides daily corporate support. He also oversees personnel for each of the NorthAmerican CSP operations, and provides start-up direction and support for all new CSP operations globally.Since joining SGI, John has held several different management positions within the operational andimplementation arena of SGI's lottery business. John has worked on and overseen projects and newbusiness opportunities in the U.S., Canada, Mexico, South America, South Africa, Europe, Australia, andAsia. He has led and implemented 34 different projects consisting of new lottery start-ups, terminalinstallations, instant ticket back office systems, online implementations, and commercial game operations.John has overseen SGI's operations in the south and west online and CSP sites, which include accounts inMontana, South Carolina, Arizona, New Mexico, Colorado, Iowa, Georgia, and Florida. He has also servedas the corporate representative on the operational side of SGI.Before joining Scientific Games in 1985, Mr. Schulz was a programmer for C.H.E.S. System Service, acomputer consulting company located in Pleasantville, New York.EDUCATION & FIELD-RELATED TRAININGJohn received a B.S. in organizational management in 1994 from Nyack College in Nyack, New York.EMPLOYMENT HISTORY1985 – Present Scientific GamesVice President, Cooperative ServicesSenior Regional Director, Operations

VICE PRESIDENT, GLOBAL MARKETING,SCIENTIFIC GAMESJennifer WelshonsPROJECT ROLEConfidential material begins here.Confidential material ends here.She will manage the efforts of the Global Marketing department, including market research services,analysis, and strategic planning.PROFESSIONAL EXPERIENCEJennifer has worked in the area of marketing and research for the past 14 years, 10 of which in the lotteryindustry. In her current role, Jennifer provides overall leadership and focuses on global marketinginitiatives for acquiring new business, growing core business, and supporting current customers withsuperior professional marketing and research services. She manages all aspects of client research projectswith internal personnel, as well as outside vendors. She conducts various ad-hoc analyses for lottery clientswhen deemed necessary.Jennifer's experience, since joining Scientific Games (SGI) in 2000, includes consumer research, analysis,marketing, and project management. Jennifer has designed and managed research projects, performedanalyses, and provided general marketing support for various lottery clients. She created a more strategicrole for research by combining it with an overall plan for marketing activities. She also managed a staff tofulfill research obligations and added marketing information systems components for a more efficientanalysis. Jennifer has managed client research projects, as well as contractual funding and budgets upwardsof $3 million annually. She has also worked with clients on overall project design, questionnaire design,and analysis to best meet their research needs.EDUCATION & FIELD-RELATED TRAININGJennifer received a B.S. in advertising in 1993 from the University of Florida in Gainesville. She went back tothe University of Florida in 1994 to receive an M.A. in mass communication with a concentration in research.EMPLOYMENT HISTORY2000 – Present Scientific GamesVice President, Global MarketingVice President, Research and PlanningDirector of Market Research

CHAIR EMERGING MARKET COUNSEL ANDRESEARCH MANAGER, SCIENTIFIC GAMESAmbika JackPROJECT ROLEConfidential material begins here.Confidential material ends here.She will coordinate research projects and new player development initiatives for the Lottery.PROFESSIONAL EXPERIENCEAmbika has 5 years of lottery-specific experience. She also coordinates the development of large-scaleinternal research initiatives. Her team is the central source for U.S. and international sales data collectionand analysis. Ambika is responsible for designing, analyzing, and managing research procured on behalf ofboth internal departments and external lottery customers. She manages a team of analysts and coordinators.Ambika advises clients on the benefits and appropriateness of both quantitative and qualitative researchmethodologies. She has created online, telephone, and mail questionnaires, and has created, analyzed, andpresented reports on survey findings. Ambika coordinated daily activities for an elementary student readingintervention program, and then performed a statistical analysis on student achievement prior to and after theconclusion of the program. She has also produced monthly, quarterly, annual, and bi-annual reports toanalyze the sales data of company versus competitor products.EDUCATION & FIELD-RELATED TRAININGAmbika received a B.S. in psychology from Georgia State University in 2002. She graduated from theUniversity of Georgia in Athens, Georgia, with a master degree in educational psychology with an emphasisin research, evaluation, measurement and statistics, in 2003.EMPLOYMENT HISTORY2004 – Present Scientific GamesResearch ManagerMarket Research Analyst2004 Discover StaffingTemporary Employee2002 – 2003 The University of GeorgiaGraduate Student Assistant

VICE PRESIDENT, RETAIL DEVELOPMENT, LOTTERYCONSULTANT CORP., SCIENTIFIC GAMESJeff SinacoriPROJECT ROLEConfidential material begins here.Confidential material ends here.He will consult with U.S., European, and Asian lotteries about retail business strategies, marketing lotteryproducts at retailers, and retailer and sales representative development and training.PROFESSIONAL EXPERIENCEJeff has experience consulting for 14 lotteries in the U.S. and Europe. Jeff has trained retailers and lotterysales representatives (LSRs) by consulting and teaching seminar classes. He has organized and participatedin corporate outreach programs and management training. Jeff invented the SalesMaker and SINACORISYSTEM; he founded the Long Island Regional Lottery Leader. He has also been a guest speaker atNASPL breakout sessions, LaFleur's Lottery Conclave, a New York State Sales Representative TrainingSeminar, and a New York State Sales Conference.Jeff owned Cori's "The Lucky Lottery Store" and has been a New York State Lottery agent and retailer for17 years. In that time he has won Lottery Retailer of the Year, the New York State Lottery Best PracticesAward, the New York State Top Sales Award, the New York State Top 40 Retailer, and the New YorkState's Largest Retailer Award. He has also been noted for being in the top 1% in lottery sales in the nation.EDUCATION & FIELD-RELATED TRAININGJeff studied marketing at Nassau Community College in Garden City, New York, in 1984. He studiedmarketing and business at the State University of New York College in Albany from 1985 until 1987.EMPLOYMENT HISTORY2005 – Present Lottery Consultant CorporationPresident1987 – 2005 Cori's "The Lucky Lottery Store"Owner

SENIOR VICE PRESIDENT, SALES AND MARKETING,MDI, SCIENTIFIC GAMESJeff ShoumakerPROJECT ROLEConfidential material begins here.Confidential material ends here.He will be responsible for Licensed Product game development and other related initiatives.PROFESSIONAL EXPERIENCEAs the Regional Vice President of Sales for MDI, Jeff manages all activities related to the MDI product andcontent portfolio. These include proposing MDI games that will strategically fit within SGI's customergame portfolio, as well as overseeing the development and execution of each game. Jeff's vast experiencein all aspects of the instant ticket business will provide the Lottery with a breadth of knowledge that willplay an important role in the strategic use of MDI products to assist the Lottery in achieving and exceedingtheir sales goals. Jeff manages all activities related to the MDI product and content portfolio. In his role hehas taken on variety of responsibilities, which include proposing MDI games that will strategically fitwithin the customer game portfolio and oversee the development and execution of each game, successfullyassisting clients increase their sales and overall return to the state, production scheduling, budgeting,planning, executing marketing tasks, preparing and executing working papers, and printing specificationsfor OGT's clients.Jeff was an account manager with West TeleServices Corporation in San Antonio, Texas, from 1996 to1997, where he provided exemplary client services. He coordinated new project set-ups and accountmaintenance activities, and was responsible for the performance of each project and detailed client reports.Jeff also gained experience in corporate marketing while working for Kaepa, Inc., in San Antonio, Texasfrom 1992 to 1996. Starting as a Customer Service Representative, he became Assistant MarketingManager in 1996, directing promotional events for the company. He also researched new sponsorship andcoordinated internal marketing activities for employees.EDUCATION & FIELD-RELATED TRAININGJeff received a B.B.A. in 1995 from the University of Texas at San Antonio.EMPLOYMENT HISTORY2007 – Present Scientific GamesRegional Director1997 – 2007 Oberthur Gaming Technologies (OGT)Senior Account ExecutiveLottery SalesClient Services Coordinator

SENIOR DIRECTOR, LOTTERY PRODUCTMARKETING, SCIENTIFIC GAMESLeslie BadgerPROJECTROLEConfidential material begins here.Confidential material ends here.She will contribute consulting services to online lottery product initiatives, as well as oversee and supportthe strategic marketing and planning of the lottery product portfolio with online systems customers.PROFESSIONAL EXPERIENCELeslie has 10 years of experience in both online and instant lottery marketing. She manages the gamedesign team and oversees on-site marketing staff. Leslie is responsible for strategic marketing planning,game development, promotions planning, retailer execution programming, market research, data analysis,retailer execution programs, and corporate communications/branding. She is responsible for accountmanagement and sales in Australia, Asia, and Canada.Leslie has managed the marketing endeavors of 16 lottery jurisdictions, which include over 35,000 retailersnationwide, as well as start-ups/conversions in Connecticut, Maryland, Oklahoma, and Puerto Rico. Sherecruited and trained sales representatives during the Oklahoma start-up. During the Loteria Electronicaconversion in Puerto Rico, Leslie provided training and support as she oversaw the promotions programplanning and the development of the annual marketing plan. During the Maryland conversion, she briefedretailers on post-implementation terminal enhancements and fielded terminal-related issues. Leslie has beenkey in the successful launches of over 25 online games since 2004. She managed the procurement anddeployment of SGI’s first wireless jackpot signs, which are updated through the AEGIS central systems inPuerto Rico and Oklahoma. In less than two years, she contributed significantly to lottery revenue increasesof 12.9% in Maine, 7.1% in New Hampshire, and 16.3% in Vermont.EDUCATION & FIELD-RELATED TRAININGLeslie graduated with honors from the University of Manitoba with a B.S. in commerce in 1990, and then fromErehwon Lottery College, Australia, in 1999. She completed a Powerful Presentations course in 2008, and hasbeen a mentor at American Corporate Partners since 2009. She is adept with the Lottery In Motion (LIM)digital content management system, as well as digital signage from a marketing and content perspective.EMPLOYMENT HISTORY2002 – Present Scientific GamesSenior Director, Lottery Product MarketingDirector, Online MarketingMarketing Manager, Tri-State Lotteries

VICE PRESIDENT, LINKED GAMES, MDI,SCIENTIFIC GAMESAmy HillPROJECT ROLEConfidential material begins here.Confidential material ends here.She will manage the development and implementation of Linked Game activities.PROFESSIONAL EXPERIENCEAmy has 21 years of lottery industry experience. She worked in lottery retail development and now works inthe corporate product and marketing arena. Amy has developed extensive product strategies and promotionand retailer programs, and has implemented new games and game changes for many lotteries throughout theU.S. and Canada. Most recently, she has focused on developping experiential prize promotions inconjunction with licensed brands and in partnership with entities from the entertainment industry.Amy has gained a wide experience over the course of her career. She spearheaded and led a new productline launch and developed marketing initiatives in conjunction with specific consumer brands, televisionshows, and popular icons to provide maximum revenue returns as part of overall Business-to-Business(B2B) strategies. She also developped experiential marketing programs supported by strategic promotionaland media-based events. She has developped outbound marketing programs that drive revenues as part of aBusiness-to-Consumer (B2C) strategy. She designed and outlined the overall business model andoperations structure for multi-jurisdictional game implementations and experiential prize events. Her areasof expertise include strategic marketing planning, product marketing and execution, and promotionalprograms within the entertainment industry, as well as new business development, market research andanalysis, budget management, product and process management, corporate communications/branding, andleadership and personnel management.Before joining Scientific Games in 2002, Amy served AWI progressively in the capacities of territorymanagement and retailer support, customer account management, corporate communication and branddevelopment, strategic marketing planning and acquisition, product development, and product marketing.EDUCATION & FIELD-RELATED TRAININGAmy received a bachelor degree in business administration, with a marketing concentration, from PacificLutheran University in Tacoma, Washington, in 1987.EMPLOYMENT HISTORY2002 – Present Scientific GamesVice President, Linked Game Development and OperationVice President, Online Sales and Marketing1988 – 2002 Automated Wagering International (AWI)Director, Online Marketing

DIRECTOR, SECURITY, SCIENTIFIC GAMESTeli ParianosPROJECT ROLEConfidential material begins here.Confidential material ends here.He will conduct installation and remote administration of cooperative site security systems, emergencycontingency planning, and disaster recovery response.PROFESSIONAL EXPERIENCETeli directs physical security operations to ensure the integrity of lottery games, operations, facilities,personnel, and management information systems. He is also responsible for physical security programs, lifesafety and security systems, disaster recovery, and primary emergency response programs. Teli providesrisk assessment/management, employee and manager training, and conducts internal investigations. Heaudits security-related vendors and remote sites, monitors and assits with physical security best practicesand related contractual compliance of operational Scientific Games (SGI) Cooperative Services sites in theU.S. and abroad, and oversees transport and products security planning and implementation. He assistshuman resources with applicant background investigations and third party services.Before joining SGI, Teli served as the main point of contact during FBI investigations into Quebecor'sprocedural and operational integrity regarding the SMI/McDonalds scandal and successfully proved nowrong doing, involvement, or negligence on the part of Quebecor or its employees. He was involved withproject management in consolidation of 2 mid-size printing facilities into one 800,000 sq. ft. mega-site.Before entering the lottery industry, Teli served as an anti-terrorist reactionary company team member forthe Frankfurt military community and Abrams Complex. He was responsible for close protection andcounter sniper assignments of executive branch political and high ranking military officials. DuringOperation Promote Liberty, Teli conducted security and martial law operations in post-invasion Panama.He led and developed combat arms troops in combat operations during the Panama Invasion and Gulf War.He was awarded the Bronze Star Medal, Meritorious Service Medal, 2 Army Commendation Medals, and aCombat Infantryman’s Badge.EDUCATION & FIELD-RELATED TRAININGTeli was an accredited undergraduate of the U.S. Army, and a non-commissioned officer at Bragg and Campbell. Heattended Hopkinsville Kentucky Community College and FSU Satellite in the Republic of Panama.EMPLOYMENT HISTORY2002 – Present Scientific GamesDirector, Security1997 – 2002 Quebecor World (Formerly Dittler Brothers and World Color)Security and Safety Manager

PRESIDENT AND CEO, ENERGY BBDOTonise PaulPROJECT ROLEA champion of the consumer insight and world-class creative, Tonise is actively involved in ensuring thatEnergy BBDO delivers the kind of work that gets results.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCETonise has 26 years of experience at the agency, working in categories that require simultaneously brandbuildingand driving retail transactions. Tonise joined BBDO in 1984 as an account executive and went onto hold every account leadership position before becoming CEO in 1996. Now, in addition to her role asPresident and CEO, Tonise is also a Director of BBDO Worldwide. Under her leadership, the agency togrown into a thriving creative organization with a diverse group of blue chip clients and world class brands,and has become a fully integrated communications organization that has experienced over a decade of yearon-yeargrowth. In adddition to the Lottery, she has also worked on other Illinois-specific businesses, suchas the Illinois Department of Commerce.EDUCATION & FIELD-RELATED TRAININGTonise graduated from the University of Illinois at Urbana-Champaign in 1979 with both a bachelor's andmaster degree in communications. She is also a recipient of the Chicago Advertising Federation'sAdvertising Woman of the Year, as well as a Bronze Tablet Scholar.EMPLOYMENT HISTORY1984 – Present Energy BBDOPresident and CEOSVP Group Account DirectorVP, Account DirectorAccount SupervisorAccount Executive1979– 1984 Leo BurnettAccount Executive

SVP, MANAGING DIRECTOR,PROXIMITYCHICAGO, ENERGY BBDOAndrew KasprzyckiPROJECT ROLEAs the leader of the Interactive/Digital team at Energy BBDO, Andrew develops integrated digital brandingstrategies that translate into innovative consumer experiences for marquee brands.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEAndrew has fourteen years of interactive marketing industry experience. He has led the Energy's growth tobecome a leading force in the digital and social media marketing industry. Within the Proximity network,Andrew has established the Chicago office as the center of excellence for social media, providing strategicand creative thought leadership across Proximity's North American offices. He has led successful digitalmarketing engagements for PepsiCo., Kraft Foods, Capital One, State Farm Insurance, JCPenney,OfficeMax, and Midas. As an industry leader, he is a frequent speaker at industry events, most recently onthe keynote panel at ad:tech Chicago and Chicago Interactive Marketing Association (CIMA) seminars.EDUCATION & FIELD-RELATED TRAININGAndrew received a bachelor's degree from the University of California at Davis in 1996. He also completedthe Integrated Marketing Program at DePaul University in Chicago.EMPLOYMENT HISTORY2008 – Present Proximity ChicagoSVP, Managing Director2005 - 2008 Tribal DDBGroup Account Director2003 - 2005 Euro RSCGAccount Director2001 - 2003 Tribune CompanyBrand Manager2000 - 2001 Mark USA AdvertisingAccount Supervisor1998-2000 Radio Bonton/Clear Channel CommunicationsBusiness Development Director1996-1998 European Internet Network, Inc.Business Development Director

CHIEF CREATIVE OFFICER, ENERGY BBDODan FietsamPROJECT ROLEAs Chief Creative Officer, Dan brings 20 years of creative firepower to Energy BBDO. His leadership atEnergy BBDO is centered on driving holistic creative thinking. Dan's creative department mixes proven talentfrom the traditional and digital worlds to develop ideas that build brands and solve real business challenges.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEDan's ideas have helped a number of blue chip brands. For T-Mobile he lead the creation of the “Who’s inyour Fave 5?” campaign with Dwyane Wade and Charles Barkley. Working on Sears, he created the“Where Else?” campaign that was recognized as the Retail Campaign of the Year in 2001 by AdAge. Danserved as the creative team for Bud Light for 3 years, writing and creative directing Super Bowl classicslike “Magic Fridge” and “Rubber Floor.” His work for BudTV.com generated “Swear Jar,” which became aviral hit and an Emmy Award winner. Working with Dell, he created the cyber campaign featuring “sixfinger clay,” which became one of the first cyber award winners at Cannes.EDUCATION & FIELD-RELATED TRAININGEastern Illinois University, BA in Speech.Northwestern University, MS in Advertising.EMPLOYMENT HISTORY2008 – Present Energy BBDOEVP, Chief Creative Officer2007 – 2008 Publicis in the WestExecutive Creative Director2004 – 2007 DDB WorldwideCreative Director2000 – 2004 Y&RCreative Director1995 – 2000 Leo BurnettCreative Director

STRATEGY SUPERVISOR, OMD, ENGERY BBDOJustin SouthernPROJECT ROLEJustin, as the primary day to day OMD agency contact on the Illinois Lottery business, oversees media campaignstrategy development and implementation. Through his local expertise and strong relationships with the Illinoismedia community, he has been able to employ creative media ideas for the Lottery that have not been donebefore in Illinois.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEWith over eight years of experience in the industry, Justin has an extensive background in planning andbuying local media. Resulting from his experience supervising media planning on the Illinois Lotterybusiness, Infiniti Regional accounts, and Ford Motor Company Dealer Associations, he brings forth an indepth understanding of the unique opportunities and subtleties of the local marketplace. Justin's backgroundleading broadcast negotiations on fast paced accounts such as 20th Century Fox and Domino’s has enabledhim to identify opportunities to maximize media campaign investments to their greatest potential. He hasapplied this experience to the Lottery account by leading investment teams across all disciplines to activatestrategies that generate savings for the client.EDUCATION & FIELD-RELATED TRAININGWestern Michigan University, Bachelor of Arts in Organizational CommunicationOMD Checkmate Proprietary Planning TrainingMindShare Broadcast Negotiator Training ProgramEMPLOYMENT HISTORY2008-Present OMDStrategy Supervisor2007-2008 MindShare Team DetroitAssociate Communications Director2004-2007 OMDStrategy Supervisor2002-2004 MindShareBroadcast Negotiator

VP, GROUP ACCOUNT DIRECTOR,THE INTEGER GROUP, ENERGY BBDOJulie Grzetich-O'ConnorPROJECT ROLEJulie currently works in Integer's Chicago office leading retail and promotional marketing efforts on theIllinois Lottery business, working in strong partnership with Energy BBDO under Team Energy.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEJulie's career in retail, marketing and promotions began with Frankel & Co. in 1987 where she worked onMcDonald's, United Airlines, Amoco Oil and Hallmark, before becoming Account Director on the UnitedStates Postal Service. In early 2000 she was asked back on the McDonald's account to restructure andmanage the Agency's internal workflow to improve efficiencies and accuracy. She was then promoted toVice President and continued to lead the calendar team and incremental business unit for McDonald's. In2008, she was asked to lead a newly acquired account by Leo Burnett, Harrah's Entertainment, Inc.managing Harrah's national promotional efforts.EDUCATION & FIELD-RELATED TRAININGPurdue University, Bachelor of Arts English and Advertising majors.The Integer Group 2010, Leadership Workshop, Denver.EMPLOYMENT HISTORY2009 – Present The Integer GroupVP, Group Account Director1987-2009 ARC Worldwide, (Formerly Frankel & Company)VP, Account DirectorAccount SupervisorAccount ExecutiveAccount Coordinator

VP, ACCOUNT DIRECTOR, ENERGY BBDONicole TorrilloPROJECT ROLENicole currently leads all of the production on the Illinois Lottery for every campaign completed to-date,ensuring through-the-line integration across consumer touch-points, including mainline advertising, digitaland POS elements. She also liases with the other agency partners outside of Team Energy to guaranteecohesion and that all parties are kept apprised of activity.Confidential material begins here.PROFESSIONAL EXPERIENCEConfidential material ends here.Nicole began her career in the industry 14 years ago and has worked her way up gaining experience on avarious array of products - Beam Global Spirits and Wine (Jim Beam, Knob Creek, Pucker, CanadianClub, VOX Vodka, Basil Hayden), Crown Imports (importers of Corona, Corona Light, Modelo Especial,Negra Modelo, Pacifico), Illinois Tourism, Chicago Cubs, Chicago Wolves, Smint mints, Chupa Chupslollipops and the Chicagoland YM-YWCA. She is one of Energy BBDO's integration experts havingmanaged multi-discipline efforts for Illinois Lottery, Beam Global, and Illinois Tourism, all while ensuringstrategic alliance to the core brand goals. She is also well-versed in the legalities associated with productsutilizing legal purchase age targets and social responsibility messaging.EDUCATION & FIELD-RELATED TRAININGMiami University – Oxford, OH, Bachelor of Arts, Communications, Graduated Cum LaudeBBDO University Strategy Development, New York, NYAAAA Strategic Planning and Brand Development Training, Chicago, ILEMPLOYMENT HISTORY2002 – Present Energy BBDOVP, Account DirectorVP, Account SupervisorAccount SupervisorSr. Account Executive1999 – 2002 Cramer-KrasseltAccount Executive1996 – 1999 Lois/EJL AdvertisingAccount ExecutiveAssistant Account ExecutiveAccount Coordinator

SVP, CLIENT SERVICE DIRECTOR, ENERGY BBDOAnna BleersPROJECT ROLEAnna is the leader of Team Energy for the Illinois Lottery account. Team Energy brings the best of ourOmnicom resources together in a team that was custom built for the Illinois Lottery. Throughout the pastfifteen months of the partnership, Anna has led the integrated Team Energy in the completion of thirteendistinct promotions and brand positioning.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEAnna brings sixteen years of markeitng and advertising experience to the Lottery team. She worked in theentertainment/gaming category leading the Nintendo Video Game business for four years, whilesimultaneously leading Energy BBDO's efforts for the VTech Electronic Learning Toy account. She hasstrong knowledge and experience in consumer packaged goods, and has occupied a key leadership positionwith the U.S. Bayer Healthcare company, which includes such brands as Bayer Aspirin and Alka-Seltzer.Anna was also a core part of the Procter & Gamble account for over four years, working on the brandsSecret Deodorant and Cheer Detergent. Anna joined Energy BBDO in 2005 after spending almost ten yearsat Leo Burnett.EDUCATION & FIELD-RELATED TRAININGAnna graduated from Marquette University in 1994 with a bachelor's degree in communication studies andEnglish literature. She minored in Italian culture and women's studies. She has experience from havingstudied abroad in Rome through Loyola University in 1993. Most recently, in 2009 Anna completed theWorldwide Leadership Workshop in Paris through BBDO University.EMPLOYMENT HISTORY2005 – Present Energy BBDOSVP, Client Service DirectorVP, Account Director1996– 2005 Leo BurnettVP, Account Director1994– 1996 William R. Powers AdvertisingAccount Executive

VP, CREATIVE DIRECTOR, ENERGY BBDOGrant TennisonPROJECT ROLEAt Energy BBDO, Grant is the creative lead for the Illinois Lottery. You can find his finger prints on everypiece of creativity produced since Energy BBDO began working with the Lottery.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEAs an award-winning creative director/writer, Grant brings a wide range of experiences from just aboutevery client category including food and retail brands like McDonald’s, Applebee’s, Red Lobster, KFC,JCPenney, Dell Computer, Sears, Pep Boys, Procter and Gamble, Frito Lay brands, General Mills and manymore. His work for tech giant Dell Computer remains the only advertising in the company’s history toreceive awards for both creativity and effectiveness. At Energy BBDO, Grant is the creative lead on theIllinois Lottery business, On The Border, as well as contributes to other Bayer brands.EDUCATION & FIELD-RELATED TRAININGNorthwestern University, Masters of Science in Advertising.University of Kansas, Bachelor of Science in Advertising.EMPLOYMENT HISTORY2007 – Present Energy BBDOVP, Creative Director/Writer2006 – 2007 Freelance Creative2000 – 2006 DDB WorldwideAssociate Creative Director/Writer1996 – 2000 Euro RSCG TathamCreative Director/Writer1991 – 1996 Freelance Creative1990 – 1991 DDB WorldwideAccount Executive

VP, CREATIVE DIRECTOR, PROXIMITY CHICAGO,ENERGY BBDOJonathan LinderPROJECT ROLEJonathan will provide creative leadership, working with Grant Tennison, to ensure consistently smart andstrategically sound work that drives business on the Illinois Lottery.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEJonathan joined Proximity Chicago via San Francisco, bringing 10+ years of design and advertisingleadership to the Proximity creative team. He has created successful sites and integrated campaigns for awide variety of global clients including Clorox, HP, Nike, McAfee and NBC Universal. Jonathan’s passionfor smart, results driven creative work has earned him five Effie awards - which recognize the mosteffective advertising efforts in the United States each year – including three in 2010.EDUCATION & FIELD-RELATED TRAININGUniversity of Cincinnati; College of Design, Architecture, Art and Planning, Bachelor of Science in GraphicDesign, Graduated 1999 - Graduated Suma Cum LaudeEMPLOYMENT HISTORY2010 – Present Proximity ChicagoVP, Creative Director2007 – 2010 TribalDDBAssociate Creative Director2001 – 2004 WhatcoCreative Director/Partner1999 – 2001 gelDesignLead Designer

SVP, DIRECTOR OF MARKETING SCIENCE,ENERGY BBDOMatt SundstromPROJECT ROLEMatt has been with the agency for 19 years. He is in charge of all primary quantitative research projects forthe agency and its clients. Key among these projects is management and execution of BBDO’s proprietaryresearch techniques such as Brand Fitness and Problem Detection. These responsibilities have providedMatt the opportunity to work on almost all BBDO Chicago client businesses.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEMatt’s nickname at the agency is “The Sharpener.” He earned this moniker based on his skill in correctlyand simply defining the business problem through analytics. His most recent success story is on the IllinoisLottery, where his relentless curiosity led to the shattering of the category myth of “jackpot fatigue” and theuncovering of the apathy gap that exists among lapsed lottery players, which keeps them from playing. Thisrich consumer insight was leveraged in the Mega Millions campaign to reach some of the highest sales inthe Lottery’s history. He was a key member of the team that launched Orbit, and remains a leader on theWrigley account to this day.EDUCATION & FIELD-RELATED TRAININGNorthwestern University, Bachelor of Arts in Mathematical Methods in Social Sciences and Economics -Graduated with Honors. University of Chicago, Masters of Business Administration, Four concentrationsincluding econometrics and marketingEMPLOYMENT HISTORY1991 – Present Energy BBDODirector of Marketing ScienceDirectorSupervisorResearch Analyst

VP, PLANNING DIRECTOR, ENERGY BBDOJani WestcottPROJECT ROLEJani has helped guide the Illinois Lottery strategically from day one of winning the business and wasinstrumental in the development of the Brand Equity Framework and the dimensionalizing of the OptimisticDoer prime prospect.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEAlong with captaining the strategic development on the Illinois Lottery, Jani has also overseen the strategicplanning for 5 Gum and helped drive the Eclipse brand repositioning by unveiling key strategies andconsumer insights. Jani previously worked at Frankel & Company and Element 79 as a strategicpowerhouse, where she worked on retail and promotion accounts such as AT&T Wireless’ “FearlessExploration” integrated brand campaign aimed at young adults, USPS, and Long John Silver’s.EDUCATION & FIELD-RELATED TRAININGUniversity of Wisconsin MBA, Marketing Research, A.C. Nielsen FellowshipUniversity of Delaware BS, Economics, Art History Minor, Graduated Cum LaudeRIVA Moderating Training Institute, Certified in Fundamentals of ModerationEMPLOYMENT HISTORY2008 – Present Energy BBDOV.P. Account Planning Director2004 – 2008 Element 79 PartnersAccount Planning Director2000 –2004 Frankel & CompanyResearch and Planning Supervisor

BUSINESS INTELLIGENCE DIRECTOR,OMD, ENERGY BBDOSergen OzbekPROJECT ROLEAs the Business Intelligence Director on Illinois Lottery, Serge oversees all efforts relating to media andmarketing analytics within OMD. He plays a similar role on State Farm Insurance and SeaWorld Parks &Entertainment. Serge is tasked with infusing analytics into the strategic planning process, which caninvolve many different types of analysis, from econometric modeling and estimation of marketing ROI toportfolio management, to customer segmentation.Confidential material begins here.PROFESSIONAL EXPERIENCEConfidential material ends here.Serge has a unique combination of experience as both a media strategist and a marketing analyst, makinghim an indispensable member of OMD's analytics team. Having initially joined BrandScience, Omnicom'sspecialist econometric modeling unit, as a marketing mix analyst in its London office, Serge moved toOMD Chicago in 2008 with a remit to expand OMD's analytics capabilities in the Midwest region.Serge has led projects for clients covering a variety of industries, including consumer package goods, retail,airlines, telecoms and travel and leisure. In all these cases, Serge's ability to translate statistical output intomeaningful insights has led not only to a better understanding of historical sales patterns and consumerbehavior, but also a clear vision of how to plan future strategies in order to maximize marketingefficiencies, and effectively grow sales, and profit.EDUCATION & FIELD-RELATED TRAININGUniversity College London, UK, Master of Science in Economics.Oxford University, UK, Master of Arts in Philosophy, Politics and Economics.EMPLOYMENT HISTORY2008 – Present OMDBusiness Intelligence Director2005 -2007 OMG BrandScienceSenior Analyst2003-2005 InitiativeBusiness Planner

MIDWEST DIGITAL DIRECTOR, OMD, ENERGY BBDOMike SolomonPROJECT ROLEAs Midwest Digital Director and digital lead on Illinois Lottery, Mike is charged with overseeing overalldigital strategy and innovation, including the integration of new media opportunities and emergingplatforms. Mike works across many client businesses at OMD implementing best practices and processes toensure all OMD clients are on the leading edge of the digital space.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEThroughout his career, Mike has managed media strategy and planning for key clients across manydisciplines, most recently on the McDonald‘s business, where he guided the brand with his expertise increative media concepts, social media, and mobile platforms. Over his time leading the McDonald‘sbusiness, Mike has grown the company‘s digital investment by over 400% by implementing break-throughprograms and delivering efficient results. Mike has also been recognized through several award winningmedia and social platform initiatives, for our Midwest clients.EDUCATION & FIELD-RELATED TRAININGUniversity of Michigan, Bachelor of Science in Economics.EMPLOYMENT HISTORY2004 - Present OMDGroup Strategy Director2002 - 2004 J Walter ThompsonAccount Executive2000 - 2002 Beyond InteractiveDigital Account Supervisor

GROUP STRATEGY DIRECTOR, OMD, ENERGY BBDOMontrew NewmanPROJECT ROLEMontrew currently manages the Illinois Lottery media business based on her experience with retail and localmarket accounts.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEMontrew is a seasoned media director with over 17 years in the industry. Over the past fifteen months, shehas led the media planning and investment teams to create and execute innovative media plans while at thesame time saving over $1.5 million dollars for the Lottery. Her experience planning local media for a retailclient is unsurpassed, particularly in Chicago and surrounding markets. She also manages McDonald’sOwners of Chicagoland and Northwest Indiana (MOCNI). In addition to McDonald's, local experience wasgarnered across the fast paced retail categories of banking and telecom on the Wachovia and Ameritechaccounts. She has also gained significant experience in both local and national digital planning and buyingon McDonalds, Hampton Inn, Embassy Suites, and the Principal Financial Group. Montrew has alsoworked on consumer package goods where she has led marketing mix modeling projects and successfullyapplied the learnings for a greater ROI.EDUCATION & FIELD-RELATED TRAININGMontrew graduated from the University of St. Thomas with a masters degree in business communications in1997. She spent a semester studying abroad at the Graduate School of Business of Curtin University inPerth, Australia, in 1995. Montrew previously received a bachelor's degree in Business/Marketing from theUnversity of Minnesota School of Management in 1990.EMPLOYMENT HISTORY2005 – Present OMDGroup Strategy Director2003-2004 Foote Cone & BeldingAssociate Media Director2000-2002 OptimediaPrincipal, Associate Media Director1998-2000 Long Haymes CarrAssociate Media Director1991-1998 Fallon McElligottMedia Supervisor

VP, DIRECTOR OF INTERACTIVE SOLUTIONS,PROXIMITY CHICAGO, ENERGY BBDOClaudia RichmanPROJECT ROLEClaudia brings over sixteen years of experience in digital marketing to Proximity, where she leads theimplementation side of the business as Director of Interactive Solutions, and is the Key Account Lead forthe Illinois Lottery, Hyatt, Oxfam and Bayer Animal Health.Confidential material begins here.Confidential material ends here.PROFESSIONAL EXPERIENCEShe has been working in the interactive space since 1994, contributing to websites and digital campaigns inthe CPG, healthcare, government, finance, banking, telecommunications, office supplies, sports and nonprofitsectors. She has built sites on her own, designing pages and writing copy and code, and hasmanaged technical and creative teams in multi-million dollar site launches.As Program Manager at TribalDDB, Claudia oversaw teams creating integrated campaigns for Gatorade,Propel, Cap’n Crunch, Quaker Snack Bars, Tropicana Twister, A1, State Farm, Emerson and Office Max.EDUCATION & FIELD-RELATED TRAININGSchool of the Art Institute of Chicago, MA.University of Michigan, BA.Project Management Institute, PMP certified.EMPLOYMENT HISTORY2008 – Present Proximity Chicago/Energy BBDOVP, Director of Interactive Solutions2004 - 2008 Tribal DDBProgram Manager2003 - 2004 WirestoneProgram Manager

SVP, CREATIVE LEAD, PROXIMITY CHICAGO,ENERGY BBDOKevin LynchPROJECT ROLEKevin joined the Proximity team as the creative lead to help deliver truly integrated solutions to manyEnergy BBDO/Proximity clients.PROFESSIONAL EXPERIENCEConfidential material begins here.Confidential material ends here.Over the past 20 years, Kevin has built an award-winning copywriting portfolio at highly regarded adagencies including McConnaughy Stein Schmidt Brown, Chicago; Roche Macaulay, Toronto; and DDBChicago, working on brands such as Bakers Square and Rio Bravo restaurants, Cypress Gardens, BuschGardens, Jeep, Reebok, Corona, BMW, Walgreens, IKEA Germany, Anheuser-Busch, Circuit City, andSeaWorld to name a few.In 2001, Kevin co-founded Hadrian’s Wall, a highly respected Chicago creative boutique, with the simplegoal, “Do good work for people you like.” As it turns out, a lot of that good work ended up being digitallyoriented. This started Kevin down a path of becoming a unique creative hybrid, skilled at both traditionaland digital creation. After selling Hadrian’s Wall in 2006, Kevin co-managed Zig/Chicago’s office andserved as creative director on fully integrated campaigns for clients including Elysian Hotels & Resorts,Ethel’s Chocolate Lounge, National Geographic Channel, Playboy, Harvard Business School Publishing,Brookfield Zoo, Lithia Motors, and projects for Molson, Toshiba, and Microsoft, among others.Kevin has been the Creative Lead at Proximity, working with Dan to create holistic solutions across allEnergy BBDO/Proximity brands.EDUCATION & FIELD-RELATED TRAININGMichigan State University, Graduated 1989.EMPLOYMENT HISTORY2009 – Present Proximity ChicagoSVP, Creative Lead2006 – 2009 zig ChicagoPartner, Creative Director2001 – 2006 Hadrian's WallPartner, Writer1999 – 2001 Arian, Lowe & TravisCreative Director

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GTECH Key PersonnelJayminPatelPresidentand CEOMichaelPrescottSenior VP andGeneral CounselRobHochsteinVP and DeputyGeneral CounselMattWhalenSenior VP,Global TechnologySolutionsLeonardOsinskiVP,Client ServicesAlanElandSenior VP,GTECH AmericasTimSimonsonRegional VP,GTECH AmericasMichelleCarneyVP,MarketingCMOTBDMichelleTomaoVP,Marketing BusinessOperationsDonStanfordChief TechnologyOfficerScottGunnSenior VP,Global GovernmentRelations andU.S. BusinessDevelopmentChrisShabanVP,U.S. BusinessDevelopmentNatWorleyKathyLavigneDirector,RegionalMarketingMarketingAnalystIllinois BasedDaneCoxAccount GeneralManagerVickiThompsonTechnologySection ManagerDanTaylorField ServicesSupervisorNualaCunninghamSite OperationsManagerDarinHermanMariCrayneReceniaTuckerVendor ServicesJamesKwitAllisonMacaioneNetwork SupportSpecialistTechnologySectionSupervisorBusiness SystemsAnalystMarketingSupervisorMarketingRepresentativeControl RoomOperators(1)

Scientific Games Key PersonnelJimKennedySenior VicePresident,Sales & GlobalMarketingJimTraskSenior VicePresident,Worldwide PrintOperationsKyleRogersSenior VicePresident &General Manger,MDIAmyHillJenniferWelshonsJoeBennettVice President,Linked Games,MDIVice President,Global MarketingLeslieBadgerSenior Director,Lottery ProductMarketingAmbikaJackManager &EMC Chair,ResearchVice President,GameProgrammingRobRusenkoVice President &General Manager,AlpharettaPrinted ProductsDanO’BryantDirector,U.S. Instant TicketManufacturingJeffShoumakerSenior VicePresident,Sales & Marketing,MDIRhondaGillenDirector,Creative ServicesJeffMartineckSenior Director,Instant ProductDevelopment &MarketingJeffSinacoriVice President,RetailDevelopmentJohnSchulzVice President,Instant TicketServicesTeliParianosDirector,SecurityCheriePeytonSenior ProjectManager,Instant TicketServicesAllenBlankinshipGeneral Manager,Instant TicketServicesAdministrativeAssistantKeithCashTomSeaverJeremySwansonTurnerBlanchardVice President,U.S. SalesKarenHarrisInstant TicketProduct ManagerWarehouseManagerSystemAdministratorDennisMillerVice President,Customer Service& SalesAdministrationRegionalDirector,IllinoisKatieGerstAccountExecutive,Customer ServiceGeneralWarehouse(2)WarehouseLeadWarehouseClerks(12)Ticket ReturnSpecialist(1)

Energy BBDOTonisePaulEnergy BBDOPresidentand CEOAnnaBleersEnergy BBDOSVP,Client ServiceDirectorNicoleTorrilloAndrewKasprzyckiMattSundstromJulie Grzetich-O’ConnorNoelHaanJaniWestcottTBDMontrewNewmanEnergy BBDOVP,AccountDirectorProximityChicagoSVP, ManagingDirectorEnergy BBDOSVP, Directorof MarketingScienceIntegerGroup AccountDirectorEnergy BBDOSVP, GroupCreative DirectorEnergy BBDOVP, PlanningDirectorIntegerCreative DirectorOMDGroup Directorof StrategyAlySanderMelissaSlonskiGrantTennisonJenniferHallaboughJustinSouthernEnergy BBDOAssistantAccountExecutiveProximityChicagoAccountSupervisorEnergy BBDOVP,Creative DirectorOMDStrategistOMDAssociateDirectorof StrategyKevinLynchClaudiaRichmanGregAuerBrianCrossSergeOzbekProximityChicagoSVP,Creative LeadProximityChicagoVP, Director ofInteractiveSolutionsEnergy BBDOVP,Creative DirectorOMDAssociateDirectorBrand ScienceOMDBusinessIntelligenceDirectorTBDMikeSolomonProximityChicagoProject ManagerNicoleHuttnerTamekiaStricklandOMDRegionalDirector,Digital StrategyOMDDigitalSupervisorOMDAssistant DigitalStrategist

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AppendixKey Technology IntegrationTeam Resumes

INFRASTRUCTURE PROJECT MANAGER, GTECHSean AmmonPROJECT ROLEAs Infrastructure Project Manager, Sean will manage the Infrastructure Team from contract award through thefinal and successful delivery of the systems. He will lead a team of Information Technology, central system,and network professionals toward a flawless delivery of all network and infrastructure hardware and centralsystem software, in accordance with planned delivery and installation schedules.PROFESSIONAL EXPERIENCEWith 11 years of experience with GTECH’s lottery-related hardware, software, and infrastructure projects,Sean’s most recent work includes infrastructure project management in New Jersey, Arizona, and Tennessee.He has been with GTECH since 1994 and also has extensive international experience as well as considerableexperience working as a Quality Assurance Engineer.EDUCATION & FIELD-RELATED TRAININGSean is currently pursuing credentials to become a Certified Associate in Project Management (CAPM). He isa Certified Software Testing Professional from the International Institute for Software Testing in Minnesota.Sean has completed a wide variety of advanced technical training courses. He attended George Brown Schoolof Applied Arts and Technology in Ontario, Canada.EMPLOYMENT HISTORY2009 – Present GTECH CorporationInfrastructure Project ManagerSoftware Process Improvement EngineerSoftware Quality Assurance EngineerSenior Computer Operator, Level II2008 InflexxionQuality Assurance Engineer2007 – 2009 Nestor Traffic Systems, Inc.Quality Assurance Engineer1999 – 2000 Uwin! Corporation (Subsidiary of GTECH)Operations Support/ QA Analyst1998 – 1999 Dreamport Inc (Subsidiary of GTECH)Operations Support Specialist1994 – 1998 GTECH CorporationSenior Computer Operator Level II

DIRECTOR, PRODUCTION SUPPORTSERVICES, GTECHJohn D. AndersonPROJECT ROLEJohn will be responsible for ensuring that the operations team at the Data Center of the Americas (DCA) isprepared to support the Illinois Lottery's Primary Data Center (PDC), Backup Data Center (BDC), and theES Transaction Engines (ESTEs) housed there. Specifically, he will ensure that the team understands andagrees to all of the business-process procedures and best practices, and then will implement and maintainthem in support of the Illinois Lottery.PROFESSIONAL EXPERIENCEAs a GTECH employee since 1990, John has worked on more than 35 conversion and start-up projects,serving in various Quality Assurance (QA), operations support, infrastructure, and site-team positions.John began his career at GTECH as a control room operator in New York. He then worked his way up theladder through system operations, operations management, and QA positions. Following his stint in NewYork, John became the Regional Operations Support Manager for GTECH's Midwest region and thenPrincipal Systems Engineer, building and configuring central systems for GTECH's corporate infrastructure.John then transferred to the Infrastructure Group, where he ran the Global Operations Support Group andlaunched the Integration Engineering Group responsible for the configuration management and deploymentof GTECH’s latest technology. John later headed the entire Infrastructure Group that is responsible for allsystem deployments and software support at GTECH sites. As Director of Operations at the DCA, Johnoversaw day-to-day operations of the services GTECH provides to numerous lotteries and Multi-StateLottery Association (MUSL) video lottery jurisdictions throughout the U.S.EDUCATION & FIELD-RELATED TRAININGJohn has received an Information Technology Infrastructure Library (ITIL) Certificate, as well as a Standardsand IT Service Management Certificate.EMPLOYMENT HISTORY1990 – Present GTECH CorporationDirector, Production Support ServicesDirector of Operations, Data Center of the AmericasTechnology Manager, Infrastructure/Operations SupportPrincipal Systems EngineerRegional Operations Support ManagerSenior QA AnalystControl Room CoordinatorControl Room Operator I, II, III

SYSTEMS ENGINEER, GTECHJoseph CavalloPROJECT ROLEAs Systems Engineer, Joe will coordinate the delivery and integration of all technology deliverables,including software, communications network, systems, and testing. He will coordinate dependenciesbetween technical deliverables, development of the Technical Project Plan, the correct use of prescribeddelivery processes, and management of the change process used by the team. Joe will also align technicalrequirements with Illinois Lottery requirements and develop Gap Analyses to determine the strengths andshortcomings of the proposed solutions. In addition, he will support the review of requirements and thecosting of technical solutions and act as the main contributor to the development of architectural designs,change reviews and approvals, and readiness reviews.PROFESSIONAL EXPERIENCEJoe has more than 22 years of computer operations and computer-aided design experience, including 14years of experience in a public gaming environment. He has been assigned to GTECH’s North AmericanSoftware Services Department for 3 years. Most recently, he was responsible for software services and newsystem deployments for GTECH customers in New Jersey, Michigan, Georgia, and West Virginia.Before joining Software Services, Joe was a member of the Operations Department, where he was assignedto GTECH Maryland, GTECH Ireland, and GTECH New Jersey for 4 years. While in New Jersey, he was akey contributor to the lottery industry’s first online Instant Ticket Accounting System. His tasks includedthe implementation and operation of gaming software and the supervision of computer operations,marketing, and field service personnel.EDUCATION & FIELD-RELATED TRAININGJoe studied naval architecture and marine drafting and design techniques at Gloucester County College inSewell, New Jersey. He also completed technical courses provided by Concurrent Computer Corporation,Digital Equipment Corporation, and Compaq Computer.EMPLOYMENT HISTORY1985 – Present GTECH CorporationSystems EngineerDirector of Software Services, Eastern RegionRegional Software ManagerSenior Operations ManagerControl Room ManagerManager, Computer OperationsAssistant Manager, Computer OperationsTechnical Support Supervisor/Lead Computer Operator

ACCOUNT DEVELOPMENT MANAGER, GTECHDane A. CoxPROJECT ROLEDane is the primary point of contact for account development and all Lottery needs. He is responsible forproviding the Illinois Lottery team with experience and knowledge regarding operations, key retailerrelationships, local resources, and GTECH commitments. Dane is based in Illinois and spends 100% of histime on the Illinois Lottery.PROFESSIONAL EXPERIENCEDane has more than sixteen years of marketing/sales experience. Since joining GTECH in 1992, he has beenresponsible for overseeing GTECH Illinois agent training programs, Hotline and dispatch functions,customer interface, and marketing activities. In 1992, Dane coordinated the retailer training activities for theinstallation of GTECH’s GVT equipment. In 1995, he served as the Instant Training Coordinator for theNational Lottery in the United Kingdom. He was responsible for the development, coordination and deliveryof GTECH’s instant product-training programs used throughout the U.K. He also serves as GTECH Illinois’Minority Diversification and Community Relations administrator. Dane has served as the AccountDevelopment Manager for the Illinois Lottery since 2008, and previously held the same position for theWisconsin Lottery in 2004.Prior to joining GTECH, Dane served as Project Director for the redevelopment of Chanute Airforce Base inRantoul, Illinois. He was responsible for all marketing activities in this successful transition of base assetsfrom public to private ownership. As the Regional Development Representative for the Illinois Departmentof Commerce, Dane was responsible for the marketing of business development and expansion programsoffered by the State of Illinois.EDUCATION & FIELD-RELATED TRAININGDane received a B.A. in Communications and minored in public relations and business from Eastern IllinoisUniversity in 1986. He holds certificates from the Federal Aviation Administration as a private pilot, andthe Office of Professional Regulations as a real estate salesman.EMPLOYMENT HISTORY1992 – Present GTECH CorporationAccount Development ManagerMarketing Manager1988 – 1992 Illinois Department of CommerceProject DirectorRegional Development RepresentativeProgram Executive1987 –1988 Custom Aluminum Products, Inc.Account Executive

SITE OPERATIONS MANAGER, GTECHNuala CunninghamPROJECT ROLENuala is the primary point of contact for the management and direction of site operations,which allows for the optimal use of resources to achieve performance objectives and to meetcontractual agreements. Nuala is based in Illinois and spends 100% of her time on the Illinois Lottery.PROFESSIONAL EXPERIENCENuala began working in GTECH’s Customer Service department in 1997 before working in theconsolidated call center. In 2001, she transitioned to the Marketing department where she worked closelywith the Illinois Lottery to help optimize sales. When she became the Marketing Manager in 2003, shewas integrally involved in the deployment of 2,700 EDSQ-24 Instant Ticket Dispensing Machines inIllinois during 2004-2005. In 2006, she played a key role in the development and implementation of theLottery’s instant win game Pick ‘n Play, managing game development, market research, and execution.Nuala continues to oversee all site operations, retailer and lottery training, retailer satisfaction, newgame development and implementation, strategic planning, and sales analysis, as well as all marketresearch projects.EDUCATION & FIELD-RELATED TRAININGNuala is a graduate of GTECH’s Regional Leadership Development class of 2004. This is an intense,year long, MBA-style program that focuses on candidates’ potential leadership and industryknowledge. She is a graduate of Robert Morris College, Springfield, Illinois, where she earned anassociate’s degree in computerized business systems and accounting.EMPLOYMENT HISTORY1997 – Present GTECH CorporationSite Operations Manager.Marketing Manager.Marketing Research Analyst.Marketing Coordinator.Customer Service Supervisor.Hotline Operator.

RETAILER TRAINING COORDINATOR/TRAINING LEAD, GTECHDavid DeAngelisPROJECT ROLEDavid will be responsible for the successful delivery of all training and user documentation deliverables forthe Illinois Lottery, including operations, communications, system and database administration, call center,lottery, retailer, field service technician, and bench technician training. He will be responsible for thedevelopment of project documentation.PROFESSIONAL EXPERIENCEHaving joined GTECH in 1988, David brings a solid 20 years of experience supporting lottery systems andoperations to this project. David was the architect of GTECH’s first formalized training programs and thesets of tools use to manage and deliver them. He then grew those programs into today’s highly competitiveand proven learning solutions. He created GTECH’s call center training programs; built and managedGTECH’s current training teams that support field service, hotline, lottery end-users, and retailer training;and managed the computer operations and communications training teams. David has successfully managedmany large-scale projects. He has logged more than 11,000 project hours since 2000, working directly withGTECH project teams and GTECH customers in support of site operations during projects.EDUCATION & FIELD-RELATED TRAININGB.S., Electronic Computer Engineering with a Minor in English, University of Rhode IslandAMA Management, Managing People in Multiple LocationsLangevin Learning Services – Training Needs Analysis, Instructional Design, Advanced InstructionalDesign, Project Management for Trainers, and Training ManagementBryant College Executive Development Center, Project Management Certification ProgramNortheastern University, Technical Writing Certificate ProgramInformation Technology Infrastructure Library (ITIL) Foundation CertifiedEMPLOYMENT HISTORY1988 – Present GTECH CorporationRetailer Training Coordinator/Training LeadDirector, Technology Training and Support ServicesManager, Training Integration and DeliveryManager, Training Solutions DeliveryManager, Point of Sale Systems Education, Field EngineeringSupervisor of Technical Education, Field EngineeringSenior Technical Writer, Engineering

PROJECT MANAGER, GTECHKevin DollardPROJECT ROLEKevin will manage all aspects of the Illinois Lottery, from contract award through final delivery. He willguide the core and extended Project Team to ensure that all deadlines are met and all issues are resolvedquickly. He will serve as liaison with senior management to facilitate any additional actions that need to betaken. Kevin is based in Rhode Island and will be engaged on site in Illinois as needed during theconversion/implementation.PROFESSIONAL EXPERIENCEKevin has more than 30 years of experience as a project manager in enterprise and military systemenvironments. At GTECH, his portfolio of lottery projects includes California, Florida, Missouri,Minnesota, and Rhode Island in the U.S., as well as Finland, Italy (video), the Leeward Islands, Poland,Saxony, and Sri Lanka. He has participated in smaller projects as well, such as the Polcard disaster recoverycenter project, the Data Center of the Americas (DCA) automation project, and the Camelot (U.K.)conversion.As a GTECH Project Manager, Kevin has managed a team of up to 250 to install retailer terminals andcommunications networks, build out instant ticket and online warehouses, develop and distribute instantgames with inventory tracking, develop and test software for both instant and online games, provide primaryand backup data centers with fully redundant systems and data, and conduct training for both end-users andretailers. Previously, Kevin managed diverse teams composed of software and quality assurance engineers,business analysts, management analysts, systems engineers, project managers, and client representatives. Hehas worked with all levels of management to deliver optimal solutions that meet customer requirements.EDUCATION & FIELD-RELATED TRAININGKevin earned an M.B.A and a B.S. in management from the University of New Haven in West Haven,Connecticut. He is a certified Project Management Professional (PMP), having completed the ProjectManagement Institute (PMI) program at Boston University.EMPLOYMENT HISTORY2001 – Present GTECH CorporationProject Manager1992 – 2001 Signal CorporationProgram Manager, Naval Undersea Warfare Center (NUWC) Division1989 – 2001 Aquidneck Management LimitedProject Manager, NUWC Submarine Sonar1974 – 1989 General Dynamics, Electric Boat DivisionProject Manager, Trident Ship Silencing

REGIONAL DIRECTOR OF DATA CENTERS, GTECHKevin GedermanPROJECT ROLEKevin will be the liaison between the Account, Project, and Client Services teams. He will ensure that allaspects of the implementation are being handled properly for Operations, Communications, and the CallCenter. Kevin will also be on hand to answer process and technical questions with respect to quality and tomeeting projected time frames. Post-project, he will be available to ensure that all operations best practicesand standards are being followed and that the site has resources available to address needs as they arise.PROFESSIONAL EXPERIENCESince joining GTECH in 1982, Kevin has worked in manufacturing, software operations, facilitiesoperations, projects, networks and systems, global telecomunications, and, most recently, client services forthe Americas Region. His project experience includes numerous conversions and start-ups, most notablyCalifornia, Minnesota, Missouri, Illinois, Trinidad and Tobago, and the U.K. After the launch of the U.K.National Lottery, Kevin was asked to stay on for an additional 18 months to further support and train theoperations staff and to enhance operational procedures. He then led efforts in the staging of data centerequipment for start-ups and conversions. In July 1999, he became Regional Communications Manager forthe central U. S. region, with customers in Ohio, Illinois, Wisconsin, Missouri, Kentucky, Louisiana, andMinnesota.Most recently, Kevin has been involved in client services, enhancing data center and call center operationswith a focus on reducing customer costs and improving customer satisfaction. He has worked on the start-upof the North Carolina Lottery (industry record), Missouri online conversion, and the Missouritelecommunications conversion from a terrestrial analog legacy protocol to hybrid wireless and frame relay.EDUCATION & FIELD-RELATED TRAININGKevin received his associate's degree from Rhode Island Junior College and is currently attending ParkUniversity, where he is pursuing a graduate degree in business management.EMPLOYMENT HISTORY1982 – Present GTECH CorporationRegional Director of Data CentersPrincipal Business Systems AnalystInfrastructure Regional ManagerCentral Systems Hardware/Software EngineerSoftware/Networks Engineer Levels 1 and 2Project Control Room AnalystControl Room Supervisor/ManagerSenior Software Computer OperatorSoftware Computer Operator

DIRECTOR OF OPERATIONAL SERVICES, GTECHThomas E. HallPROJECT ROLEAs Director of Operational Services, Tom is responsible for the day-to-day oversight of GTECH’s Data Centerof the Americas (DCA). He will ensure that the needs of the Illinois Lottery are met regarding its Backup DataCenter (BDC), located at the DCA.PROFESSIONAL EXPERIENCEIn his current position, Tom oversees computer operations and systems administration, communications,hotline, Local Area Network/Wide Area Network (LAN/WAN), client applications, and technology transfer formultiple GTECH customers at the DCA. Tom has 28 years of experience supervising and training lotterycontrol room staff. He has directed technical training and end-user documentation development for GTECH’sproduct sales installations worldwide since 1990.In his prior capacity as Director of Computer Operations Service and Control, Tom was responsible formanaging control room development; defining procedures; maintaining standards; developing, evaluating, andimplementing cost-saving measures; directing maintenance; and conducting site audit reviews.EDUCATION & FIELD-RELATED TRAININGTom received a degree in computer operations and data processing from the Computer Processing Institute. Hehas completed courses in the Business Administration Program at Middlesex Community College. Tom is alsoa certified training manager/director.EMPLOYMENT HISTORY1982 – Present GTECH CorporationDirector of Operational ServicesDirector, Learning Technology ServicesDirector, Computer Operations Service and ControlManager, Computer OperationsAssistant Manager, Computer OperationsSenior OperatorComputer Operator

DIRECTOR OF NATIONAL CALL CENTER, GTECHIan C. HyattPROJECT ROLEIan will be responsible for ensuring that current National Response Center (NRC) associates receive theappropriate training to support the Illinois Lottery through full implementation to the Altura® terminalplatform and Internet Protocol (IP) network. He will manage staffing and support to achieve new servicelevel targets both during implementation and after to steady-state operations.PROFESSIONAL EXPERIENCEIan is responsible for call center management for six locations servicing 25 production lotteries nationwide.His management tasks include day-to-day operations as well as all direct support functions, includingQuality Assurance (QA), training, software engineering, and call center networks. The NRC operates as thesingle point of contact for more than 110,000 lottery retailers for field service support and support ofterminals, peripherals, and communications.His previous responsibilities included new network design, retrofit, redesign, and tier 3 supportresponsibility for production lottery networks utilizing point-to-point circuits, digital multi-drop, FrameRelay, Asynchronous Transfer Mode (ATM), Very Small Aperture Terminal (VSAT) satellite, and otherwireless technologies. Over the past 2 years, Ian has directed the network communications infrastructuredeliveries and IP network conversions for Ohio Keno, Kansas Lottery, Virginia Lottery, Oregon Lottery,Rhode Island Lottery, Missouri Lottery, the New York Data Center ATM and VSAT upgrade, andGTECH’s Lottery Inside pilot.EDUCATION & FIELD-RELATED TRAININGIan received an A.S. in information systems, as well as an A.A.S. in electronic switching systems. He alsoreceived a Lockheed Technical Operations Certification.EMPLOYMENT HISTORY2003 – Present GTECH CorporationDirector of National Call CenterTechnology Director, Network Design and Global Telecom ProvisioningTechnology Manager II, Research, Plan & Design Engineering

OPERATIONS SUPPORT LEAD, GTECHJim KodzisPROJECT ROLEAs Operations Support Lead, Jim will have overall management responsibility for the design, development,and delivery of the Technical Operations Training Program, the Technology Transfer Training Program, andOperations Support. He will oversee GTECH’s Technical Instructor staff for the design, development, anddelivery of communication/network and system operations/administration training classes. He will alsocoordinate and oversee the GTECH Operations Analysts staff assigned to the project. He will directlyparticipate in the Technology Transfer Training Program, overseeing the development and delivery ofclassroom/workshop events and mentoring/support activities.PROFESSIONAL EXPERIENCEDuring the last several years, in addition to his other work, Jim has been responsible for overseeingTechnology Transfer Training Programs including France (FDJ) ES Connect and Portal Server, UnitedKingdom ES System Support & Integration Engineering, Singapore Altura Terminal, Atlantic LotteryCommission (ALC) Altura Terminal, and Israel (Mifal Hapayis) B2B Server.Jim has also been responsible for the design and development of computer operation presentations, as wellas systems administration and database administration courseware for the following GTECH projects:Michigan, Texas, Arizona, New South Wales, FDJ, and New York. He has also conducted Lottery SiteRefresher Basic Computer Operations and Advanced System Operations training for Washington, Oregon,Illinois, Ohio, Kansas, Arizona, and New Mexico.Before joining GTECH, Jim spent nine years at Mystech Associates, where he was responsible for thedesign and implementation of multiple project line training programs for customer end users, resellers, andinternal technical sales staff.EDUCATION & FIELD-RELATED TRAININGJim received a B.B.A. in business management/information technology from Rivier College in NewHampshire in 1978. His certifications include Instructional Systems Design, CBT Authoring, Train theTrainer, Project Management, Unix operations and administrations, VMS administrations, Windows NTSystems & Networks, Windows NT Optimization & Troubleshooting, Windows NT 4.0 Workstations &Server, Windows 96 Support & Networking, TCP/IP Internetworking, Sybase Server & SQL, and LANImplementation & Configuration.EMPLOYMENT HISTORY1999 – Present GTECH CorporationOperations Support LeadSenior Manager, Training Program Development and Operations SupportSenior Manager, Technical TrainingOperation/System Administration Training Analyst

FIELD PROJECT MANAGER/TERMINALROLLOUT LEAD, GTECHDustin LarsonPROJECT ROLEAs the Field Project Manager/Terminal Rollout Lead for the Illinois Lottery project, Dustin will lead thedaily installations of the communications network and point-of-sale equipment in all retail locations. Hewill also work with the local GTECH field service staff in charge of implementation warehousing andlogistic channels to ensure that all GTECH equipment is tracked and allocated properly. Dustin will beengaged during the terminal deployment.PROFESSIONAL EXPERIENCESince 2003, Dustin has worked with the GTECH Network Rollout Office and the GTECH Minnesota officeoverseeing communications network installations. His regional conversion-rollout experience includeslotteries in the following U.S. jurisdictions: Florida, Minnesota, Missouri, North Carolina, Oregon,Virginia, Washington State, and Wisconsin. It also includes lotteries in these North American or CentralAmerican countries: St. Croix, St. Thomas, St. Johns, Antigua, Anguilla, St. Kitts, St. Martin, Nevis,Barbados, Guatemala, and Trinidad and Tobago. Internationally, Dustin provided his conversion-rolloutexpertise for projects in Mexico and Germany.EDUCATION & FIELD-RELATED TRAININGDustin has received certifications in Very Small Aperture Terminal (VSAT) and radio industry. He has alsobeen trained in Hughes Network Services, Spacenet/Gilat, and MDS Radio.EMPLOYMENT HISTORY2003 – Present GTECH CorporationField Project Manager/Terminal Rollout LeadNetwork Rollout ManagerField Service Supervisor1998 – 2003 North Central SatelliteTelecommunications Project Manager

BUSINESS ANALYST LEAD, GTECHJim LyonsPROJECT ROLEJim will act as the Business Analyst (BA) Lead for the Illinois Lottery, managing requirements, scope,business analysis, and requirements documentation for the project. He will track, manage, and control thescope in collaboration with the Project Manager and the Technical Lead, and serve as the coordination pointof contact to ensure seamless integration of the Illinois Lottery’s business requirments with systemfunctionality. Jim will also coach and mentor the other BAs involved in the project. He will be engaged inthe project from contract award through completion of the conversion.PROFESSIONAL EXPERIENCEJim joined GTECH in 1997, as a Quality Assurance (QA) Engineer. He has been a BA Lead since 2006, andalso serves as Program Lead BA for video projects. Jim became a Requirements Lead in 2002, and wasinstrumental in transitioning the role from that of Requirements Lead to BA Lead. Jim then served as theBA Lead on the Leeward Islands, Beijing Altura®Vision, Kansas e-Scratch, Jamaica video, andPennsylvania video projects.Jim played a major role in the New Zealand ProSys conversion project in 1997. In 1998, he served as theSoftware QA (SQA) Project Lead for the Mexico ProSys conversion, and held the same position for the TexasProSys conversion in 1999. As the SQA Y2K Coordinator, Jim supervised the worldwide SQA Y2K effort.EDUCATION & FIELD-RELATED TRAININGJim received a B.S. in engineering from the University of Rhode Island. He also earned B.A. certificationsfrom E.S.I. and George Washington University.EMPLOYMENT HISTORY1997 – Present GTECH CorporationBusiness Analyst LeadQuality Assurance (QA) Engineer1996 – 1997 Promptus CommunicationsQA Engineer

DIRECTOR OF DATA CENTER OPERATIONS, GTECHSteven E. MarchPROJECT ROLESteven’s role is to ensure the Data Center of the Americas (DCA) is fully prepared to support IllinoisLottery operations. He will provide daily management of the operations personnel at the DCA, ensuring itemploys best practices as well as encouraging an environment of innovation. Steven is responsible forfostering strong client relationships by ensuring client needs are met and proactively resolving issues.Steven will also serve as the central point of contact between the Lottery and the DCA.PROFESSIONAL EXPERIENCEAs Director of Data Center Operations, Steven is responsible for a data center that processes approximately$36 billion in revenues per year, and that maintains a 99.98 percent system availability uptime. He maintainsstrong client relationships with the many GTECH customers who use the DCA by understanding,addressing, and focusing on their expectations, prioritizing responsibilities, and proactively resolvingissues.Steven has participated in numerous implementations and conversions, including projects for the Florida,Ohio, Michigan, and Indiana Lotteries. He was formerly the Kentucky Technology Section Manager from1999 until September 2004, and the acting Account Development Manager (ADM) from 2000 to 2001.Steven has also created and implemented procedures for systems operations and disaster recovery. Many ofhis process-and-procedure implementations are now part of operational best practices for the Client ServicesGroup. He has also developed and implemented Continuity of Operations Plans (COOPs) as well as disasterrecovery plans. Steven has performed physical audits and prepared reports for various sites throughout theUnited States.EDUCATION & FIELD-RELATED TRAININGSteven received a B.S. in business and computer science from DeVry Institute of Technology in Columbus,Ohio.EMPLOYMENT HISTORY1985 – Present GTECH CorporationDirector of Data Center OperationsSenior Service Support ManagerDeputy Director of OperationsTechnology Section ManagerControl Room Manager

REGIONAL SOFTWARE LEAD, GTECHPhyllis L. MendozaPROJECT ROLEPhyllis will be responsible for the overall conversion delivery and ongoing deliveries through the life of thecontract. This includes technology planning for new games and system features, batch deliveries, imprompturequests, and team coordination from the technology perspective. She will also provide guidance to the coreteam to resolve issues quickly, and will liaise with GTECH senior management, operations, and marketingto facilitate any additionally needed actions.PROFESSIONAL EXPERIENCEPhyllis’ experience in the Information Technology (IT) field spans 19 years. She joined GTECH in 1988 asa computer operator at GTECH’s Colorado site where she was promoted to various levels of management,including Control Room Manager and Site Director. In these positions, she oversaw the day-to-dayoperations of the site; maintained the site’s compliance with all policies and procedures; and increased theoperation’s cost effectiveness. She also developed and maintained the Disaster Recovery Plan, ensuredtimely software delivery and implementation according to specifications, and retained a high level of systemuptime. Phyllis was instrumental in the success of the 1995 online system conversion. During thesubsequent 7 years, she managed the testing and system implementations of the Cash 5 and Powerballgames, the Player Express device, Very Small Aperture Terminal (VSAT) software, Y2K testing andupgrades, the 3-Digit scratch game enhancements, and Player Express clerk accountability.EDUCATION & FIELD-RELATED TRAININGPhyllis earned a degree in computer operations from the Computer Processing Institute of Woburn,Massachusetts, in 1984. She graduated magna cum laude from the University of Southern Colorado in 2002,with a bachelor degree in business management and a minor in computer information systems. She earnedher M.B.A. in 2003 from Colorado State University.EMPLOYMENT HISTORY1988 – Present GTECH CorporationRegional Software LeadTechnology Director, Central U.S. RegionRegional Team LeadDelivery Team LeadSite Operations DirectorDeputy Site DirectorControl Room ManagerControl Room CoordinatorComputer Operator

FACILITIES LEAD, GTECHTom PerrelliPROJECT ROLETom will be engaged onsite as needed during the conversion/implementation period to provide projectbudgetary information, oversee property selection and acquisition, and manage the design, engineering,furniture procurement, and construction for all real estate related aspects of the Illinois project.PROFESSIONAL EXPERIENCEDuring his time at GTECH, Tom has successfully supported corporate initiatives to relocate data centerswith complete redundancy; effectively managed the replacement of deficient infrastructure while ensuringalternate sources of support at peak efficiency in worldwide call centers; moved the Buenos Aires,Argentina, primary office and data center 10 % under budget; expanded and fit out warehouse/officefacilities while incorporating security measures that support lottery operations in California; managed theexpansion of data and office facilities in Eastern Europe that support international lottery operations; andfacilitated the renovation and replacement of the UPS system in the GTECH National Call Center.EDUCATION & FIELD-RELATED TRAININGTom received a B.A. from St. Vincent College in 1990.EMPLOYMENT HISTORY2008 – Present GTECH CorporationFacilities LeadAssociate Real Estate Manager2005 – 2008 TAAP Inc.Real Estate Manager2001 – 2005 Pulte Corporation LLC.Regional Real Estate Sales & Acquisition Manager

ACCEPTANCE TESTING COORDINATOR/QUALITYASSURANCE LEAD, GTECHCameron RobbPROJECT ROLECameron will develop test plans and scripts. He will be responsible for the complete Software QualityAssurance (SQA) process and for executing SQA testing. He will report to and advise SQA management ofthe overall status of the software, from an SQA perspective, regarding quality and the ability to meet projectedtime frames.PROFESSIONAL EXPERIENCESince joining GTECH in 1997, Cameron has held several positions of responsibility in the field of SQA. Heengineered the integration and system test phases for GTECH’s Enterprise Series (ES) software for the IrelandES conversion, Georgia Lottery ES conversion, Tennessee Lottery ES start-up, and ES software for the FloridaLottery ES conversion. He was the Lead SQA Engineer for the integration and system test phases for GTECH’sAltura® terminal installation and ES software for the Thüringen, Germany ES conversion. Most recently, hewas the Lead SQA Engineer for the Altura terminal installation and ES software for the North Carolina LotteryES start-up. These efforts required that Cameron develop and execute test cases and test scripts as well asoversee and participate in the coordination and integration of system test efforts. Cameron has also providedsupport and assistance with customer acceptance testing and the management of software releases.EDUCATION & FIELD-RELATED TRAININGCameron studied mechanical engineering at the U.S. Merchant Marine Academy. He studied computer scienceat the University of Illinois.EMPLOYMENT HISTORY1997 – Present GTECH CorporationAcceptance Testing Coordinator/Quality Assurance LeadSenior Software Quality Assurance EngineerSoftware Quality Assurance EngineerSoftware Quality Assurance AnalystAssociate Software Quality Assurance AnalystComputer Operator1996 – 2000 Illinois Air National GuardComputer Operator

SOLUTIONS ARCHITECT, GTECHGreg SpatuzziPROJECT ROLEWorking within the Enterprise Architecture (EA) organization, Greg will be primarily accountable forspecifying and designing project solutions. He will provide strong end-to-end leadership in the definitionand build out of solutions as part of this project offering. Greg represents a recommended solution throughthe development of a standardized architecture which represents the components of the system,communication protocols between components and availability and failover of the components. He willreview and select appropriate solution alternatives for architectural gaps within a project, and will drive thetechnical design for identified gaps which includes conceptual designs, detailed designs, proof-of-concept,data communications design and infrastructure design. He will work closely with the System DesignEngineer (SDE) and Systems and Software Architects as needed to provide specific architectural analysisand direction under the Design Review Program (DRP).PROFESSIONAL EXPERIENCEGreg has completed many major projects while in GTECH’s EA group including: Mexico B2B project,Lottomatica MediaCenter project, Colombia proposal, Oregon before-and-after planning, New York beforeand-afterplanning, Arizona proposal, California extension proposal, Singapore proposal, Guatemalaconversion, WCLC before-and-after planning, and network and back-office applications architecture. Priorto joining the EA group, Greg worked on the following projects: Virginia Isys, UK Isys, terminalcommunications firmware, ES Connect, and ES PAD.EDUCATION & FIELD-RELATED TRAININGGreg received a master’s degree in Electrical Engineering in 1998, and a B.S.in Computer Engineering in1996, both from Clarkson University.EMPLOYMENT HISTORY1997 – Present GTECH CorporationSolution ArchitectProduct Architect for Network and Back-Office ProductsPrincipal Software EngineerSenior Software EngineerSoftware Engineer

TECHNOLOGY SECTION MANAGER, GTECHVicki ThompsonPROJECT ROLEVicki will act as a liaison between the Illinois Lottery and the project team. She is based in Illinois and willdevote 100% of her time to the Illinois Lottery.She will lead the local team in its effort to take over ongoingoperations after the conversion has been completed.PROFESSIONAL EXPERIENCEVicki has been closely associated with the Illinois Lottery since the lottery’s first conversion to a GTECHsystem in 1989, and has been involved in numerous Illinois operations’ projects. For instance, she served asthe Operations Project Lead for the Illinois Lottery’s new Raffle game in 2007 and the new Pick’n Playgame in 2006. She served in the same position for adding the “POP” feature to the LMS system (POP is anautomated suggested instant game order generator) in 2005, and for the ITDM conversion in 2004. Vickialso provided software support for the Illinois GTECH ProSys® conversion in 2001. Vicki has played animportant role in system conversions for other lotteries, too. She provided both operations and qualityassurance support for the Kentucky ProSys conversion in 1998 and for the Kansas and Wisconsin ProSysconversions in 1997.EDUCATION & FIELD-RELATED TRAININGVicki earned a degree from Bryand Scratton Business College in programming and accounting.EMPLOYMENT HISTORY1989 – Present GTECH CorporationTechnology Section Manager – GTECH Illinois – 2003 – PresentDelivery Team Leader – GTECH Software – 1999 – 2003Midwest Operations Support – 1996 – 1999Technology Section Supervisor – GTECH Illinois 1991 – 1996Computer Operator – GTECH Illinois 1989 – 1991

INFORMATION TECHNOLOGY/CENTRALSYSTEMS MANAGER, GTECHJavaid VendalPROJECT ROLEJavaid will manage the Infrastructure team from contract award through the final and successful delivery ofthe systems. He will lead a team of Information Technology (IT), central system, and network professionalstoward a flawless delivery of all network and infrastructure hardware as well as central system software, inaccordance with planned delivery and installation schedules.PROFESSIONAL EXPERIENCEJavaid has more than 15 years of Project Management (PM) experience for product delivery and installation,including more than six years with GTECH working on lottery-related hardware and infrastructure projects.He successfully completed conversion projects for the following lotteries: Mexico Lottery, ManitobaLottery, Virginia Lottery, and the Oregon Lottery.Javaid previously worked with Nortel and Solectron. At Nortel, he managed the engineering staff engaged inthe design of telecommunications equipment. At Solectron, he managed an engineering team providingdesign and testing services to various Fortune 500 customers: CISCO, Lucent, Nortel, and EMC.EDUCATION & FIELD-RELATED TRAININGJavaid received an M.S. in mechanical engineering. He received his Project Management Professional(PMP) certification from the Project Management Institute (PMI). Javaid is also a professional engineerand has attended telecommunications and PM seminars.EMPLOYMENT HISTORY2004 – Present GTECH CorporationInformation Technology/Central Systems ManagerSenior Hardware Project ManagerSenior Infrastructure Project Manager1999 – 2003 Solectron CorporationManager, Design and Testing Services1995 – 1999 Nortel CorporationManager, Hardware Design

COMMUNICATIONS LEAD, GTECHThomas WestPROJECT ROLEAs Communications Lead, Tom will coordinate the design, configuration, installation, and testing of thehardware and peripherals associated with the communications network. He will assign the resourcesresponsible for project delivery. Although the upfront staging of this work will be performed in the RhodeIsland headquarters to ensure a solid baseline is working before shipment, Tom will also coordinatewhatever tasks are required on site to ensure a successful installation.PROFESSIONAL EXPERIENCETom has more than 30 years of senior technical and field engineering experience. He specializes in LANdesign, connectivity, and implementation. Tom has served as a technical advisor to GTECH on numerousprojects, including the Arizona, Argentina, Barbados, Beijing, Brazil, California, Chile, Columbia, Florida,Georgia, Idaho, Iowa, Indiana, Israel, Kansas, Kentucky, Korea, Louisiana, Malaysia, Massachusetts,Mexico City, Michigan, Missouri, Morocco, Nebraska, New York, New Jersey, Ohio, Shenzhen, Singapore,South Africa, South Australia, Sweden, Switzerland, Taiwan, Texas, Tri-State, Trinidad, United Kingdom,Washington D.C., Washington State, and Wisconsin Lottery proposals and implementations.EDUCATION & FIELD-RELATED TRAININGTom received a B.S. in computer network systems from Almeda University. He also received atelecommunications degree from Northeastern University, and studied business computers at the Universityof Massachusetts. Tom has participated in specialized technical training programs with UPS, SharpElectronics, Epson, Savin Corporation, TCT Technical Training, Cisco, and IBM. He is currently anM.B.A. candidate at Columbus University.EMPLOYMENT HISTORY1991 – Present GTECH CorporationCommunications LeadTechnology ManagerSenior Network AnalystCommunications Analyst1987 – 1991 United Parcel Service (UPS)PC Coordinator Field Supervisor1987 – 1989 APC ComputerTechnical Specialist1986 – 1987 Systemized of New EnglandField Engineer Territory Manager