EXHIBIT 10.12

                                GTECH CORPORATION
                     FORM OF EXECUTIVE SEPARATION AGREEMENT

This Separation Agreement between GTECH Corporation (together with its direct
and indirect subsidiaries and affiliates) (collectively, "GTECH") and
("Employee"), shall be effective on the latter of the dates written below.

For good and valuable mutual consideration, receipt of which is hereby
acknowledged, the parties hereby agree as follows:

1.       Employee acknowledges that he is an employee at will of GTECH and is
subject to dismissal at GTECH's sole discretion.

2.       In the event GTECH dismisses Employee for reasons other than those set
forth in Section 5 herein, Employee shall receive the following, for a period,
which shall end on the date ____ months from the date of dismissal:*

         a.       continuation of Employee's base salary at the time of
                  dismissal; and

         b.       continuation of life, accidental death and dismemberment and
                  health (medical and dental) insurance as such may be in force
                  during such period for employees in positions similar to
                  Employee.

3.       At the end of the above-referenced period, GTECH shall offer Employee
the opportunity to continue the benefits described in Section 2(b) in accordance
with applicable COBRA statutes or any successor statutes.

4.       Except as set forth above, all other benefits to which Employee was
entitled prior to his dismissal shall cease.

5.       This agreement shall not apply to termination of Employee's employment
due to Employee's death, disability, voluntary resignation or termination for
cause. "Cause" shall mean Employee's failure to perform his duties as designated
by GTECH; breach of his Restrictive Agreement-Employee/Applicant; breach of
GTECH's Conflict of Interest and Ethical Conduct Policy; conviction of any
felony or of any crime involving gambling, fraud, deceit, theft, dishonesty, or
moral turpitude; and/or acting in any manner that has an adverse effect on
GTECH. In addition, this agreement does not apply to those instances where
termination of employment from GTECH is caused by the sale of assets,
operations, or products to another concern, and the employee is offered
employment by such concern in a reasonably equal capacity.

6.       Except as set forth in the Restrictive Agreement-Employee/Application
and the GTECH Conflict of Interest and Ethical Conduct Policy, this agreement
represents the entire agreement between the parties, and supersedes all other
agreements, written or verbal, between them, including prior separation
agreements. This agreement may only



be amended by an instrument signed by both parties. This agreement shall be
governed by the laws of the State of Rhode Island.

IN WITNESS WHEREOF, the parties have executed this agreement on the dates
written below.

GTECH CORPORATION

By:_____________________________                 ____________________________

Date:___________________________                 Date:________________________

* Agreements for Kathleen McKeough and Donald Sweitzer includes the following
language "or the date Executive accepts other employement"

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