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                                       FIRST AMENDMENT
                                            TO THE
                                  GTECH HOLDINGS CORPORATION
                                 1996 NON-EMPLOYEE DIRECTORS'
                                      STOCK OPTION PLAN

        WHEREAS, GTECH Holdings Corporation (the "Corporation") adopted the
GTECH Holdings Corporation 1996 Non-Employee Directors' Stock Option Plan (the
"Plan") as a means whereby the Corporation may, through the grant of
non-qualified stock options to purchase common stock of the Corporation to
Non-Employee Directors, attract and retain capable outside directors;

        WHEREAS, the Plan may be amended by resolution of the Board of Directors
 of the Corporation (the "Board") in accordance with Section 9 of the Plan;

        WHEREAS, the Board has by resolution authorized the amendment of the
Plan to extend the term of the options granted under the Plan.

        NOW, THEREFORE, the Plan is hereby amended as follows:

        1.     Section 6 (c) is amended in its entirety to read as follows:

               (c)    Term.  Subject to earlier termination as provided in
        Sections 6(e), (f) and (g) and in Section 8 hereof, the term of each
        option shall be ten (10) years from the date of grant.

        2.     Except as amended above, the Plan remains in full force and
effect and is in all other respects ratified and confirmed.


        IN WITNESS WHEREOF, the Corporation has executed this First Amendment
as of the ____ day of __________, 2001.


                                            GTECH HOLDINGS CORPORATION



                                            By:_______________________________
                                            Title:______________________________