Qualified candidates for membership on the board of directors will be considered without regard to race, color, religion, gender, ancestry, national origin or disability. The Nominating and Corporate Governance Committee will review the qualifications and backgrounds of directors and nominees (without regard to whether a nominee has been recommended by shareholders), as well as the overall composition of the board, and recommend the slate of directors to be nominated for election at the annual meeting of shareholders.

You can contact our board or any of our directors by writing to them at the same address provided above for delivery of director nominations. Such communications can, if desired, be addressed to the Chairman of the Nominating and Corporate Governance Committee in his or her capacity as the presiding director of executive sessions of the non-management directors (as discussed below), or to the non-management directors as a group. Employees and others who wish to contact the board or any member of the Audit Committee to report complaints or concerns with respect to accounting, internal accounting controls or auditing matters, may do so by using this address, or may call IGT's Integrity Action Line at (800) 852-6577. Employees and agents may call the Integrity Action Line anonymously. All calls to the Integrity Action Line are confidential.

We have adopted the International Game Technology Code of Ethics for Executive and Financial Officers (the finance code of ethics), a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Corporate Controller and other finance organization employees, the International Game Technology Code of Conduct (the code of conduct), which applies to all of our employees, our officers and our directors, and the International Game Technology Conflict of Interest Guidelines (the director code), which applies to all of our directors. The finance code of ethics, the code of conduct or the director code are publicly available on our website at http://www.IGT.com and are available in print, free of charge, to any shareholder who requests them. If we make any substantive amendments to the finance code of ethics, the code of conduct or the director code, or grant any waiver, including any implicit waiver, from a provision of these codes to our Chief Executive Officer, Chief Financial Officer or Corporate Controller, we will disclose the nature of such amendment or waiver on our website.

In addition, we have adopted the International Game Technology Corporate Governance Guidelines, which cover such matters as size and independence of our board of directors, board committees and management succession planning. The Corporate Governance Guidelines, which were amended in June 2006, are publicly available on our website at http://www.IGT.com and are available in print, free of charge, to any shareholder who requests it. Under the Corporate Governance Guidelines, our non-management directors meet without management in regular executive sessions at each meeting of our board of directors. The chairperson of the Nominating and Corporate Governance Committee (currently Mr. Barsky) acts as the presiding director of these executive sessions.

We have established a Compliance Committee to oversee a variety of regulatory issues and implement broad-range investigatory programs where IGT does or seeks to do business. Messrs. Mathewson and Miller serve on this committee, together with various officers of IGT.

Compensation of Directors

During fiscal 2006, non-employee directors received a $50,000 annual fee and a fee of $1,500 for each committee meeting attended, with the exception of Ms. Hart, who joined the board in June 2006 and received a prorated annual fee of $27,083. Each non-employee director receives non-qualified stock options to purchase 40,000 shares of common stock upon his or her initial election to the board of directors at an exercise price equal to the closing price of the common stock on the date of grant. Additionally, every year thereafter, each non-employee director receives non-qualified stock options to purchase 24,000 shares of common stock upon his or her re-election to the board at an exercise price equal to the closing price of the common stock on the date of grant. Stock option grants to non-employee directors vest in three equal annual installments. During fiscal 2006, each non-employee director, with the exception of Ms. Hart, received non-qualified stock options to purchase 24,000 shares of our common stock at an exercise price of $35.44 per share. Ms. Hart received non-qualified options to purchase 40,000 shares of common stock at an exercise price of $36.43 upon her appointment to the board in June 2006.

10

The following table summarizes all compensation paid to each of our non-employee directors during fiscal 2006.

									Long Term
		Annual Compensation							Compensation
									Securities
		Annual		Meeting			Total Cash		Underlying
		Retainer		Fees			Compensation		Options
Name		($)		($)			($)		(#)
Neil Barsky		50,000		30,000			80,000		24,000
Richard R. Burt		50,000		27,000			77,000		24,000
Patti S. Hart		27,083		3,000			30,083		40,000
Leslie S. Heisz		50,000		33,000			83,000		24,000
Robert A. Mathewson		50,000		10,500			60,500		24,000
Robert Miller		50,000		19,500			69,500		24,000
Frederick B. Rentschler		50,000		27,000			77,000		24,000

Directors who are also executive officers do not receive any fees or additional remuneration to serve on our board or its committees.

Recommendation of IGT Board of Directors

A plurality of favorable votes cast is required for election of a nominee to the board of directors. Under our Corporate Governance Guidelines, if a director nominee is elected according to the above standard, but receives a greater number of votes “withheld” from his or her election than votes “for” such election, the nominee is required to tender his or her resignation following certification of the shareholder vote. The Nominating and Corporate Governance Committee is required to make recommendations to our board of directors with respect to any such resignation. The board of directors is required to take action with respect to this recommendation and to disclose its decision-making process. Full details of this policy are set out in our Corporate Governance Guidelines, which are publicly available on our website at http://www.IGT.com and are available in print, free of charge, to any shareholder who requests it.

Our board of directors recommends a vote FOR the election of each of the above nominees as a director.

11

---

OTHER INFORMATION

Executive Officers

The following table sets forth the name, age, and title or titles of our current executive officers. Following the table are descriptions of all positions held by each individual and the business experience of each individual for at least the past five years.

Name			Age		Title
Robert A. Bittman			52		Executive Vice President, Product Strategy
Anthony Ciorciari			59		Executive Vice President, Operations
David D. Johnson			54		Executive Vice President, General Counsel and Secretary
Thomas J. Matthews			41		Chairman of the Board, President, Chief Executive Officer and
					Chief Operating Officer
Stephen W. Morro			48		President, Gaming Division
Maureen T. Mullarkey			47		Executive Vice President, Chief Financial Officer and Treasurer
Richard Pennington			44		Executive Vice President, Corporate Strategy

For descriptions of Messrs. Bittman’s and Matthews’ backgrounds, see “Election of Directors.”

Anthony Ciorciari joined us in January 1994. As our Executive Vice President of Operations, Mr. Ciorciari is responsible for worldwide manufacturing, procurement, corporate facilities and services. Positions held with IGT include:

• Executive Vice President of Operations, 2003 – present
• Senior Vice President of Operations, 1998 – 2003
• Vice President of Operations, 1994 – 1998

Mr. Ciorciari also serves on the boards of:

• National Association of Manufacturers in Washington, D.C.
• Truckee Meadows Community College
• Manufacturing Assistance Partnership (MAP)
• Economic Development Authority for Western Nevada (EDAWN).

Prior to joining IGT, from 1987 to 1993, Mr. Ciorciari was General Manager at Digital Equipment Corporation’s manufacturing operations in Albuquerque, New Mexico and Chihuahua, Mexico, where he was responsible for the manufacturing and supply of Digital's workstation and systems product lines. Before 1987, Mr. Ciorciari held various positions at Digital Equipment Corporation and has more than 39 years of experience in U.S. and international manufacturing.

David D. Johnson joined us in 2003. As our Executive Vice President, General Counsel and Secretary, Mr. Johnson directs the legal, intellectual property, compliance, government relations, corporate audit, risk management and human resource functions at IGT. Mr. Johnson holds a BA from the University of Nevada, Las Vegas and a Juris Doctorate from Creighton University. Positions held with IGT include:

• Executive Vice President, General Counsel, Secretary, 2005 – Present
• Senior Vice President, General Counsel, Secretary, 2003 – 2005

12

---

Prior to joining IGT, Mr. Johnson served as:

• Partner and shareholder in the Las Vegas law firm of Bernhard, Bradley & Johnson, 2002 - 2003
• Anchor Gaming’s General Counsel, 2000 – 2001
• Senior Vice President, General Counsel and Secretary of Alliance Gaming Corporation, 1995 – 2000
• Partner with the law firm of Schreck, Jones, Bernhard, Woloson & Godfrey, 1987 – 1995
• Chief Deputy Attorney General for the Gaming Division of the Nevada Attorney General’s Office, where he served as Chief Legal Counsel to the Nevada Gaming Commission and the Nevada State Gaming Control Board, 1985 – 1987

Stephen W. Morro first joined us in August 1988. As our President-Gaming Division, Mr. Morro is responsible for all areas of North America operations including sales, product development, engineering and manufacturing. Mr. Morro holds a BA in Business Administration from Gettysburg College. Positions held with IGT Include:

• President-Gaming Division, 2005 – Present
• Vice President Eastern Region Sales, 2004 – 2005
• Director of Progressive Systems, 1996 – 2004
• Vice President Domestic Marketing, 1993 – 1995
• Director of Progressive Systems, 1990 – 1993
• General Manager Atlantic City Progressive Systems, 1988 – 1990

Prior to joining IGT, from 1986 – 1988, Mr. Morro worked in slot operations for Harrah’s in Reno and Lake Tahoe. From 1981 to 1986, Mr. Morro was a staff analyst for the New Jersey Casino Control Commission.

Maureen T. Mullarkey joined us in 1989. As our Executive Vice President, Chief Financial Officer and Treasurer, Ms. Mullarkey directs investor relations, finance, accounting, treasury management, tax, information system and enterprise resource planning (ERP) functions. Ms. Mullarkey holds a BS from the University of Texas at Austin and an MBA from the University of Nevada, Reno. Positions held with IGT include:

• Executive Vice President, Chief Financial Officer and Treasurer, 2003 – present
• Senior Vice President, Chief Financial Officer and Treasurer 2001 – 2003
• Vice President of Finance, Chief Financial Officer and Treasurer, 1999 – 2000
• Chief Financial Officer, 1998 – 1999

Ms. Mullarkey held several financial positions at IGT before her appointment as Chief Financial Officer in 1998.

Richard Pennington joined us in 1991. As our Executive Vice President of Corporate Strategy, Mr. Pennington is responsible for developing and implementing strategies that create value using corporate resources and perspectives. Mr. Pennington holds a BS in Business Administration from California State University at Pomona. Positions held with IGT include:

• Executive Vice President of Corporate Strategy, 2005 – present
• Executive Vice President of Product Development, 2003 – 2005
• Senior Vice President of Product Management, 2001 – 2003
• Vice President of Product Management, 1999 – 2001
• Finance Director, 1997 – 1999

Mr. Pennington held several management positions in the finance and accounting areas at IGT prior to his appointment as Finance Director in 1997. Prior to joining us, Mr. Pennington held positions as Manager of Cost Accounting at Western Digital in Irvine, California and Manager of Accounting at Emerson Technologies LLP, an affiliate of Emerson Radio.

13

---

Equity Security Ownership of Management and Other Beneficial Owners

The following table sets forth information as of January 8, 2007 (except where another date is indicated) with respect to the beneficial ownership of our common stock by persons known to us to own beneficially more than 5% of the common stock, each of our directors, our executive officers named in the Summary Compensation Table, and all of our executive officers and directors as a group. We have no other class of equity securities outstanding.

			Shares of IGT’s Common Stock
						Options
						Exercisable
						Within 60			Beneficially			Percent of
Name of Beneficial Owner			Owned			Days			Owned (1)			Class  (2)
Neil Barsky(3)			2,804,000			48,000			2,852,000			*
Robert A. Bittman			84,286			48,000			132,286			*
Richard Burt			3,200			136,000			139,200			*
Patti S. Hart			—			—			—			*
Leslie S. Heisz			2,000			88,000			90,000			*
David D. Johnson			25,748			73,000			98,748			*
Robert A. Mathewson			18,500			88,000			106,500			*
Thomas J. Matthews			806,814			2,000,000			2,806,814			*
Robert Miller			—			136,000			136,000			*
Stephen Morro			56,224			239,000			295,224			*
Maureen T. Mullarkey			93,940			644,000			737,940			*
Frederick B. Rentschler			24,000			48,000			72,000
All executive officers and directors
as a group (14 persons)			4,101,271			4,014,960			8,116,231			2.4	%
Private Capital Management, Inc.
and affiliates (4)			32,983,876			—			32,983,876			9.8	%
American Century Companies, Inc. (5)			20,641,048			—			20,641,048			6.1	%
T. Rowe Price Associates, Inc. (6)			18,574,406			—			18,574,406			5.5	%

*       Less than 1%.

⁽¹⁾     Represents sum of shares owned and shares which may be purchased upon exercise of options exercisable within 60 days of January 8, 2007.

⁽²⁾     Any securities not outstanding which are subject to options or conversion privileges exercisable within 60 days of January 8, 2007 are deemed outstanding for the purpose of computing the percentage of outstanding securities of the class owned by any person holding such securities but are not deemed outstanding for the purpose of computing the percentage of the class owned by any other person.

⁽³⁾     Mr. Barsky’s ownership includes 2,700,000 shares owned by Alson Signature Fund Offshore Portfolio, LTD, Alson Signature Fund L.P. and Alson Signature Fund I, L.P. Mr. Barsky is the managing member of Alson Capital Partners, LLC, which serves as investment advisor to Alson Signature Fund Offshore Portfolio, LTD., Alson Signature Fund, L.P. and Alson Signature Fund I, L.P. He is also the managing member of Alson Partners LLC, the general partner of Alson Signature Fund, L.P. and Alson Signature Fund I, L.P.

⁽⁴⁾     Information with respect to number of shares beneficially owned and percent of class derived from Schedule 13G reporting information as of December 31, 2005 and filed February 14, 2006. According to the Schedule 13G, Bruce S. Sherman is CEO and Gregg J. Powers is President of Private Capital Management, Inc. (“PCM”). In these capacities, Messrs. Sherman

14

---

        and Powers exercise shared dispositive and shared voting power with respect to shares held by PCM’s clients and managed by PCM. Messrs. Sherman and Powers disclaim beneficial ownership for the shares held by PCM’s clients and disclaim the existence of a group. The business address of PCM is 8889 Pelican Bay Boulevard, Suite 500, Naples, Florida 34108.

⁽⁵⁾     Information with respect to number of shares beneficially owned and percent of class derived from Schedule 13G reporting information as of December 31, 2005 and filed February 14, 2006. According to the Schedule 13G, each of American Century Companies, Inc. and American Century Investment Management, Inc. has sole voting power over 20,361,888 shares and sole dispositive power over 20,641,048 shares of IGT common stock, and American Century Mutual Funds, Inc. has sole voting and dispositive power over 20,022,500 shares of IGT common stock. The business address of American Century Companies, Inc. is 4500 Main Street, 9^th Floor, Kansas City, Missouri 64111.

⁽⁶⁾     Information with respect to number of shares beneficially owned and percent of class derived from Schedule 13G reporting information as of December 31, 2005 and filed February 14, 2006. According to T. Rowe Price Associates, Inc. these securities are owned by various individual and institutional investors, which T. Rowe Price Associates, Inc. (Price Associates) serves as investment advisor with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Securities Exchange Act of 1934, Price Associates is deemed to be a beneficial owner of such securities; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such securities. The business address of Price Associates is 100 E. Pratt Street, Baltimore, Maryland 21202.

Executive Compensation

Summary Compensation Table

The following table summarizes all compensation paid for fiscal 2006, 2005, and 2004 to Thomas J. Matthews, who served as our Chief Executive Officer during fiscal 2006 and to the other four most highly compensated executive officers during fiscal 2006.

				Annual Compensation							Awards Granted
											Restricted(4)			Securities(5)
									Other(3) Annual		Stock			Underlying			All Other
Name and		Fiscal		Salary(1)		Bonus(2)			Compensation		Awards			Options			Compensation
Principal Position		Year		($)		($)			($)		($)			(#)			($)
Thomas J. Matthews		2006		735,962		4,886,188			—		2,967,250			—			54,313	(6)
President, Chief		2005		650,000		1,442,371			—		—			—			78,994	(6)
Executive Officer and		2004		655,769		1,579,955			—		—			600,000			61,461	(6)
Chief Operating Officer
Stephen Morro		2006		457,308		1,053,658			—		1,188,701			—			31,349	(7)
President,		2005		338,846		511,497			—		28,560			295,000			84,764	(7)
Gaming Division		2004		228,384		287,907			—		24,990			135,000			26,489	(7)
Maureen T. Mullarkey		2006		478,654		805,579			—		922,985			—			37,705	(8)
Executive Vice President,		2005		450,000		765,002			—		99,960			45,000			54,740	(8)
Chief Financial Officer		2004		450,385		904,993			—		53,550			160,000			49,342	(8)
and Treasurer
David D. Johnson		2006		414,615		799,815			—		672,958			—			25,249	(9)
Executive Vice President,		2005		299,999		390,001			—		99,960			245,000			34,991	(9)
General Counsel		2004		253,942		431,481			—		53,550			200,000			336	(9)
and Secretary
Robert A. Bittman		2006		357,308		642,258			—		657,233			—			25,249	(10)
Executive Vice President,		2005		300,000		390,001			—		99,960			45,000			49,915	(10)
Product Strategy		2004		311,539		437,790			—		53,550			50,000			38,276	(10)

⁽¹⁾     Amounts include base salary earned and received by executive officers in the fiscal year.

⁽²⁾     Amounts represent bonuses earned in the fiscal year but which may be paid in future fiscal years. Bonuses generally consist of two components, cash bonuses pursuant to IGT’s management bonus plan and cash bonuses pursuant to IGT’s cash sharing program, a broad based bonus program based on the participant’s earned wages. For fiscal 2006, the size of the bonus pool for the management and cash sharing bonus awards was based on IGT’s income from operations.

       The 2006 bonus amounts for Mr. Matthews includes the grant date market value ($3,079,300) of 74,200 vested shares of IGT common stock awarded to Mr. Matthews on September 29, 2006.

15

---

⁽³⁾     During fiscal 2006, certain executive officers received perquisites, including tax or estate planning, personal use of the company aircraft and executive physicals. No executive officer received perquisites with an aggregate value exceeding $50,000 for the fiscal year.

⁽⁴⁾     Amounts represent the market value of restricted stock on the date of grant.

       On September 29, 2006, Mr. Matthews received an aggregate stock award of 253,000 shares of IGT common stock, including: 74,200 vested shares; 71,500 restricted shares vesting 20% on November 9, 2007, 30% on November 14, 2008 and 50% on November 13, 2009; and 107,300 performance-based restricted shares. The restricted stock award column does not reflect the value attributable to the vested shares (which has been reported as a 2006 bonus paid to Mr. Matthews) nor the performance-based restricted share grant (which has been reported in the Long-Term Incentive Plans – Awards in Last Fiscal Year table below).

       On January 11, 2006, Mr. Morro, Ms. Mullarkey, Mr. Johnson and Mr. Bittman were granted restricted stock awards covering 6,000, 5,500, 5,500 and 5,000 shares of IGT common stock, respectively, vesting 20% per year over five years, commencing December 2, 2006. On April 11, 2006, Mr. Morro, Ms. Mullarkey, Mr. Johnson and Mr. Bittman were granted restricted stock awards covering 27,933, 20,950, 13,966 and 13,966 shares of IGT common stock, respectively, vesting 20% per year over five years, commencing April 25, 2007.

       At September 30, 2006, Mr. Matthews, Mr. Morro, Ms. Mullarkey, Mr. Johnson and Mr. Bittman held 178,800, 34,953, 29,450, 22,466 and 21,966 shares respectively, of unvested IGT common stock subject to past restricted stock awards. These unvested share holdings were valued at $7,420,000, $1,450,550, $1,222,175, $932,339 and $911,589 respectively, based on the closing price of $41.50 for IGT’s common stock as of September 29, 2006. Mr. Matthews’ unvested holdings include the 107,300 performance –based restricted shares granted in fiscal 2006 and reflected in the Long-Term Incentive Plan – Awards in Last Fiscal Year table below.

       Restricted stock award holders generally have rights to any dividends declared, unless and until such shares are forfeited in accordance with the terms of the applicable award.

⁽⁵⁾     Amounts represent the number of shares of common stock underlying options granted.

⁽⁶⁾     Amounts for 2006, 2005 and 2004, respectively, include $336 each year for term life insurance premiums; $17,439, $25,611 and $24,357 of employer profit sharing contributions under IGT’s Profit Sharing 401(k) Plan; and $36,538, $53,047 and $36,769 of employer profit sharing contributions under IGT’s nonqualified executive deferred compensation plan.

⁽⁷⁾     Amounts for 2006, 2005 and 2004, respectively, include $336 each year for life insurance premiums; $17,439, $25,611 and $24,357 of employer profit sharing contributions under IGT’s Profit sharing 401(k) Plan; $13,574, $2,925 and $1,796 of employer profit sharing contributions under IGT’s nonqualified executive deferred compensation plan; $48,076 in 2005 for accrued amounts paid under IGT’s discretionary time off program; and $7,816 in 2005 for relocation expenses.

⁽⁸⁾     Amounts for 2006, 2005 and 2004, respectively, include $336 each year for term life insurance premiums; $17,439, $25,611 and $24,357 of employer profit sharing contributions under IGT’s Profit Sharing 401(k) Plan; and $19,930, $28,793 and $24,649 in employer profit sharing contributions under IGT’s nonqualified executive deferred compensation plan.

⁽⁹⁾     Amounts for 2006, 2005 and 2004, respectively, include $336 each year for term life insurance premiums; $17,439 in 2006 and $25,611 in 2005 of employer profit sharing contributions under IGT’s Profit Sharing 401(k) Plan; and $7,474 in 2006 and $9,044 in 2005 of employer profit sharing contributions under IGT’s nonqualified executive deferred compensation plan.

⁽¹⁰⁾   Amounts for 2006, 2005 and 2004, respectively, include $336 each year for life insurance premiums; $17,439, $25,611 and $24,357 of employer profit sharing contributions under IGT’s Profit Sharing 401(k) Plan; $7,474, $11,325 and $13,583 of employer profit sharing contributions under IGT’s nonqualified executive deferred compensation plan; and $12,643 in 2005 for accrued amounts paid under IGT’s discretionary time off program.

16

---

Long-Term Incentive Plans — Awards in Last Fiscal Year

The following table sets forth certain information regarding performance-based long-term incentive awards granted during fiscal 2006 to the persons named in the Summary Compensation Table.

		Number				Estimated Future Payouts Under
		of Shares,		Performance		Non-Stock-Priced-Based Plans
		Units Or		Or Other Period
		Other		Until Maturation		Threshold		Target		Maximum
Name		Rights (#)		Or Payout		(#)		(#)		(#)
Thomas J. Matthews		107,300(1)		10/1/2006 -		n/a		107,300(1)		n/a
				9/30/2011
Stephen Morro		—		—		—		—		—
Maureen T. Mullarkey		—		—		—		—		—
David D. Johnson		—		—		—		—		—
Robert A. Bittman		—		—		—		—		—

⁽¹⁾    Reflects 107,300 performance-based restricted shares awarded to Mr. Matthews under our 2002 Stock Incentive Plan on September 29, 2006. The performance-based shares vest at 20% per year, plus 50% of any cumulative unvested shares, over the five-year period following the grant date, based on the compound annual growth rate of our earnings per share during that period. If Mr. Matthews ceases to be employed by or ceases to provide services to us, his then-unvested restricted shares will be forfeited to us, subject to accelerated vesting should Mr. Matthews employment terminate in certain circumstances following a change in control and subject to pro-rated vesting should Mr. Matthews die or become disabled while employed by us. The restricted shares have rights to any dividends declared unless and until such shares are forfeited in accordance with the terms of the award.

Aggregated Option Exercises and Fiscal Year-End Option Values

IGT did not grant any options during fiscal 2006 to the persons named in the Summary Compensation Table. The following table sets forth certain information regarding options exercised by these persons during fiscal 2006 and options held by these persons as of September 30, 2006.

										Number of Securities
										Underlying Unexercised								Value of Unexercised In-the-
		Options Exercised								Options at 9/30/2006								Money Options at 9/30/2006(1)
						Value
		Shares				Realized(1)												Exercisable				Unexercisable
Name		Acquired				($)				Exercisable				Unexercisable				($)				($)
Thomas J. Matthews			1,000,000				24,229,490				1,300,000				700,000				26,979,000				12,579,000
Stephen Morro			40,000				954,368				169,000				333,000				2,473,340				3,373,400
Maureen T. Mullarkey			440,000				11,213,584				473,000				382,000				9,244,280				6,085,370
David D. Johnson			129,000				523,789				—				316,000				—				2,931,840
Robert A. Bittman			160,000				3,961,292				29,000				66,000				180,080				430,320

⁽¹⁾     Values are calculated by determining the difference between the closing market price of our common stock and the exercise price of the options.

17

---

Employment Contracts

Except for the following written employment agreements, IGT executive officers are employed under at-will arrangements. Compensation arrangements for our executive officers include benefits paid under other IGT Plans for Management Bonus (including Cash Sharing), Stock Incentives, Profit Sharing, and Deferred Compensation as more fully described in exhibits to our annual report on Form 10-K. These individuals also receive certain perquisites outlined in the compensation tables above.

Thomas J. Matthews

On September 29, 2006, we amended our existing employment agreement with Thomas J. Matthews, our President, Chief Executive Officer and Chief Operating Officer. The amendment provides for a three-year term of employment expiring October 26, 2009, with automatic renewals for additional successive one-year periods unless at least 60 days advance notice of non-renewal is given by either party.

The amendment provides for an annual base salary of $800,000 and an annual bonus target of 250% of base salary beginning with fiscal year 2007. Mr. Matthews’ annual bonus will be based in part on IGT profitability indicators, with the remaining portion based on a qualitative assessment of IGT financial performance and other strategic objectives as determined by the Compensation Committee.

Mr. Matthews is also eligible to participate in our profit sharing, cash sharing, and employee stock purchase plans, as well as other employee benefit plans and programs for which he is otherwise eligible under the terms of such plans or programs.

If Mr. Matthews’ employment with IGT is terminated:

• by IGT without cause (as defined in the agreement), 
• at his discretion to sever his relationship with IGT following a change in control of IGT (generally defined as a transfer to a third party of 40% or more of IGT’s outstanding common stock); or 
• because he dies or becomes disabled,

Mr. Matthews would be entitled to severance pay of two years’ base salary at the highest annualized rate in effect at any time during the term, payable in 24 equal monthly installments. In addition, except in the case of death or disability, Mr. Matthews would receive a pro-rata portion of the management bonus he would have otherwise been entitled to for the year of termination.

In connection with the amendment of his employment agreement, Mr. Matthews received an aggregate stock award of 253,000 shares of IGT common stock. The stock award included: 74,200 vested shares; 71,500 restricted shares, scheduled to vest at a rate of 20% on November 9, 2007, 30% on November 14, 2008 and 50% on November 13, 2009; and 107,300 performance-based shares. The performance-based shares are eligible to vest at a rate of 20% per year, plus 50% of any cumulative unvested shares, over the five-year period commencing October 1, 2006, based on the compound annual growth rate of IGT earnings per share during that period. The restricted and performance based shares will vest in full if Mr. Matthews’ employment is terminated by IGT without cause or by Mr. Matthews with good reason following a change in control of IGT. If his employment terminates due to his death or disability, the restricted shares will vest in full, and the performance shares will vest on a prorated basis for the performance year in which termination occurs.

Maureen T. Mullarkey

On January 12, 2001, Maureen T. Mullarkey entered into a five-year employment agreement with us and was appointed Senior Vice President and Chief Financial Officer effective March 2, 2001. The agreement was amended on January 27, 2003 when Ms. Mullarkey was promoted to Executive Vice President and Chief Financial Officer. The amended agreement provides for an annual base salary of $400,000, and extended the term for five years from the amendment date. At the end of the five-year term, Ms. Mullarkey’s employment will be at will.

18

---

The contract terms include minimum annual salary increases of $25,000. Ms. Mullarkey is eligible to participate in our profit sharing, cash sharing, management bonus and employee stock purchase plans, as well as other employee benefit plans and programs for which she is otherwise eligible. In addition, Ms. Mullarkey will be reimbursed for up to $30,000 for financial advisory services over the five-year term.

The bonus earned by Ms. Mullarkey through the management bonus program may not exceed 200% of base salary, and for each year that a bonus is earned, 25% of that bonus will generally be accrued and paid two years later, provided that she remains employed by us at that time. Her management bonus is based upon goals set by the Chief Executive Officer, and consistent with those set for the Chief Executive Officer in consultation with Ms. Mullarkey. IGT waived its right to require Ms. Mullarkey to defer bonuses earned pursuant to her employment agreement in fiscal 2006.

Additionally, in her employment agreement, Ms. Mullarkey was granted an option to purchase 400,000 shares of our common stock at a price of $11.1875 per share (adjusted for the June 2003 4:1 stock split). With the subsequent amendment, she was granted an option to purchase 600,000 shares of our common stock at a price of $19.10. Both option grants vest in five equal annual installments.

If Ms. Mullarkey’s employment with IGT is terminated:

• by IGT without cause (as defined in the agreement), or 
• at her discretion to sever her relationship with IGT upon transfer to a third party of 40% or more of IGT’s outstanding common stock,

Ms. Mullarkey would be entitled to severance benefits of:

• one year’s base salary 
• any applicable deferred bonus 
• the immediate vesting of certain unvested stock options 
• payment of eligible COBRA health benefit premiums for the shorter of one year or until she secures new employment

If she dies during the term of the agreement, her estate (or other person as she has directed in writing) will be entitled to receive one year’s base salary and any deferred bonus.

Change in Control Arrangements

Our 1993 Stock Option Plan and our 2002 Stock Incentive Plan contain provisions that would be triggered by a change of control of IGT. Unless before a Change in Control Event, as defined in the plans, the Compensation Committee of our board of directors determines that, upon its occurrence, benefits will not be accelerated, then generally upon the Change in Control Event each option will become immediately exercisable, restricted stock will vest, and performance-based awards will become payable.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 and regulations of the SEC require our executive officers, directors, and persons who beneficially own more than 10% of our common stock, as well as certain affiliates of those persons, to file initial reports of ownership and monthly transaction reports covering any changes in ownership with the SEC and NYSE. SEC regulations require these persons to furnish us with copies of all reports they file pursuant to Section 16(a). Based solely upon a review of the copies of the reports received by us, we believe that, during fiscal 2006, all filing requirements applicable to executive officers and directors were complied with in a timely manner.

19

---

THE FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH THAT APPEARS AFTER THE REPORT SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH THE SEC UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.

BOARD COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

The role of the Compensation Committee of the board of directors is to oversee our compensation programs and policies, review and approve all executive officers’ compensation, and administer certain incentive compensation programs. The Committee’s membership is determined by the Nominating and Corporate Governance Committee of the board of directors and is composed entirely of independent directors. The Compensation Committee regularly reports on its actions and recommendations at board meetings, and has the authority to engage the services of independent consultants and other advisors and experts as may be required for the Committee to carry out its duties.

Compensation Philosophy

Generally, IGT’s compensation programs are designed to attract, retain, motivate and appropriately reward individuals who are responsible for IGT’s short-term and long-term profitability, growth and return to shareholders. The overall compensation philosophy followed by the Committee is to pay competitively while emphasizing qualitative indicators of corporate and individual performance.

Executive Compensation

IGT’s management bonus plan is a cash-based incentive program to motivate and reward eligible employees for their contributions to IGT’s performance, and for fiscal 2006, was based on IGT’s income from operations. Individual cash bonus awards were made to the executive officers because the Committee believes such awards provide appropriate performance incentives. Individual cash bonus awards for executive officers other than the Chief Executive Officer were determined for fiscal 2006 by IGT’s Chief Executive Officer, Mr. Matthews, based upon his subjective evaluation of each officer’s individual performance.

The Committee also uses stock option and restricted stock awards made under the International Game Technology 2002 Stock Incentive Plan to provide various incentives for key personnel, including executive officers. Stock options are priced at the market value of IGT common stock on the date of grant, and typically vest at 20% per year over five years subject to continued employment. In fiscal 2007, new stock award grants will vest at 25% per year over four years. Since stock price appreciation is required for employees to realize any benefit, stock options directly align employee and shareholder interests.

Robert A. Bittman, Anthony Ciorciari, David D. Johnson, Thomas J. Matthews, Stephen Morro, Maureen T. Mullarkey and Richard Pennington all received restricted stock awards in fiscal 2006. These awards were granted based upon the Committee’s subjective evaluation of individual current performance, assumption of significant responsibilities, anticipated future contributions, ability to impact overall corporate and/or business unit financial results, each executive’s total compensation package, options and other stock awards previously granted, dilution effects, and industry practices and trends.

As one of the factors in its consideration of compensation matters, the Compensation Committee also considers the anticipated tax treatment to IGT and to the executives of various payments and benefits, specifically in consideration of Section 162(m) of the Internal Revenue Code. The Committee retains discretion, however, to implement executive compensation programs that may not be deductible under Section 162(m).

20

---

Chief Executive Compensation

Mr. Matthews has been our Chief Executive Officer since October 27, 2003. On September 29, 2006, Mr. Matthews entered into an amendment of his employment agreement with IGT. The primary terms of his amended employment agreement are detailed in this proxy statement under the heading “Other Information – Employment Contracts.”

During fiscal 2006, the Compensation Committee performed a review of Mr. Matthews’ compensation arrangements, including his employment agreement. As part of that process, the Compensation Committee used a tally sheet that ascribed dollar amounts to all components of Mr. Matthews’ compensation, including salary, bonus, executive benefits and the dollar value of prior stock option awards to assist the Committee in its review. Based on its review, the Committee determined that it would be appropriate to amend Mr. Matthews’ employment agreement and issue stock awards to him on the terms described above.

For fiscal 2006, Mr. Matthews received an annualized base salary of $735,962 pursuant to the terms of his employment agreement and bonus amounts of $4,886,188 in the aggregate. This bonus amount consists of three components: a cash management bonus of $1,720,651; cash sharing of $86,237 under our annual cash sharing program; and 74,200 vested shares of our common stock valued at $3,079,300 (see the discussion under the heading “Other Information – Employment Contracts”). Under Mr. Matthews’ employment agreement, Mr. Matthews was eligible to receive a cash management bonus for fiscal 2006 not to exceed 300% of his base salary; 70% of his bonus opportunity was to be based on IGT’s annual year-over-year increase in operating income, and 30% of his bonus opportunity was to be based upon managerial and strategic criteria determined by the Compensation Committee. The Compensation Committee determined Mr. Matthews’ cash management bonus based on IGT’s operating income results and the Committee’s subjective assessment of his contributions to those results, as well as his general performance for fiscal 2006.

COMPENSATION COMMITTEE
Frederick B. Rentschler, Chairman
Richard R. Burt
Patti S. Hart

21

---

PERFORMANCE GRAPH

The following graph reflects the cumulative total return (change in stock price plus reinvested dividends) of a $100 investment in our common stock for the five-year period from October 1, 2001 through September 30, 2006 in comparison to the Standard and Poor’s 500 Composite Index and our peer groups. The comparisons are not intended to forecast or be indicative of possible future performance of our common stock.

		2001			2002			2003			2004			2005			2006
International Game Technology		100			163			267			343			262			409
S&P 500		100			80			99			113			126			140
New Peer Group		100			135			201			256			323			344
Old Peer Group		100			130			186			213			219			241

The new peer group includes Bally Technologies, Inc. (formerly Alliance Gaming Corp.), Progressive Games International Corporation, Scientific Games Corp., Shuffle Master, Inc. and WMS Industries, Inc. GTECH Holdings Corp, which was included in last year’s proxy statement, has been omitted from the peer group in this proxy statement because this company has ceased to be publicly traded. The old peer group in last year’s proxy statement did not include Scientific Games Corp.

22

---

PROPOSAL 2 — RATIFICATION OF INDEPENDENT AUDITORS

Deloitte & Touche LLP (Deloitte) were our independent auditors for the year ended September 30, 2006 and have reported on our consolidated financial statements included in the annual report which accompanies this proxy statement. Our independent auditors are appointed by our board of directors in consultation with the Audit Committee. The board has reappointed Deloitte as our independent auditors for the year ending September 30, 2007. In the event that the shareholders do not approve Deloitte as our independent auditors, the selection of independent auditors will be reconsidered by the board. A representative of Deloitte will be present at the annual meeting, will have an opportunity to make a statement and will be available to respond to appropriate questions.

THE FOLLOWING REPORT OF THE AUDIT COMMITTEE SHALL NOT BE DEEMED TO BE SOLICITING MATERIAL OR TO BE FILED WITH THE SEC UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT OF 1934 OR INCORPORATED BY REFERENCE IN ANY DOCUMENT SO FILED.

AUDIT COMMITTEE REPORT

The Audit Committee assists the board of directors in fulfilling its responsibility for oversight of the quality of IGT’s accounting, auditing and financial reporting practices in accordance with its written charter.

The Audit Committee consists of four members, each satisfying the NYSE requirements for independence, financial literacy and experience for audit committee members. Management is responsible for the financial reporting process, preparation of consolidated financial statements in accordance with generally accepted accounting principles, and the system of internal controls and procedures designed to insure compliance with accounting standards and applicable laws and regulations. IGT’s independent auditors are responsible for auditing IGT’s financial statements. The Audit Committee’s responsibility is to monitor and review these processes and procedures.

The members of the Audit Committee are not professionally engaged in the practice of accounting or auditing. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management and the independent auditors that the financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

During fiscal 2006, the Audit Committee held eleven regular meetings. The Audit Committee met and held discussions with management, the internal auditors and the independent auditors, Deloitte. The meetings were conducted so as to encourage communication among the members of the Audit Committee, management, the internal auditors and the independent auditors. The Audit Committee discussed matters with Deloitte required to be discussed by Statement on Auditing Standards No. 61, “Communications with Audit Committees, as amended.”

The Audit Committee reviewed and discussed the audited consolidated financial statements of IGT as of and for the year ended September 30, 2006 with management, the internal auditors and the independent auditors. The Board of Directors, including the Audit Committee, received an opinion of Deloitte as to the conformity of such audited consolidated financial statements with accounting principles generally accepted in the United States of America.

The Audit Committee discussed with the internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee met regularly with the internal and independent auditors, with and without management present, to discuss examination results, evaluations of IGT’s internal controls, and the overall quality of IGT’s accounting principles.

In addition, the Audit Committee obtained from Deloitte written documentation describing all relationships between Deloitte and IGT that might bear on Deloitte’s independence consistent with Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees”. The Audit Committee discussed with Deloitte any relationships that may have an impact on their objectivity and independence and is satisfied with Deloitte’s independence. The Audit Committee also considered

23

---

whether Deloitte’s provision of other non-audit services to IGT is compatible with maintaining independence. The Audit Committee also reviewed, among other things, the amount of fees paid to Deloitte for audit and non-audit services.

Based on the review and discussions mentioned above, subject to the limitations on our role and responsibility described above and in the Audit Committee Charter, the Audit Committee recommended to the board of directors that IGT’s audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2006 for filing with the SEC. Based on the Audit Committee’s recommendation, the board of directors selected Deloitte as IGT’s independent auditors for the fiscal year ending September 30, 2007, subject to shareholder ratification.

AUDIT COMMITTEE
Leslie S. Heisz, Chairman
Neil Barsky
Richard R. Burt
Patti S. Hart

Fees Paid to Independent Registered Public Accountants

SEC rules effective May 2003 require the Audit Committee to pre-approve all services provided by our independent auditor, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”). Our Audit Committee has concluded that the non-audit services provided by the Deloitte Entities are compatible with maintaining auditor independence. Aggregate fees for which we have been or expect to be billed for services rendered by the Deloitte Entities are presented below.

	Years ended September 30,			2006			2005
	(in millions)
	Audit(1)			$	2.8		$	2.4
	Audit related(2)				0.1			0.6
	Tax(3)				1.0			1.7
	Other				—			—
	Total			$	3.9		$	4.7

	(1)		Audit fees consist of services normally provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent accountant can reasonably provide.
	(2)		Audit-related fees are comprised of assurance and associated services traditionally performed by the independent accountant, specifically: attest services not required by statute or regulation; accounting consultation and audits in connection with mergers, acquisitions and divestitures; employee benefit plan audits; and consultation concerning financial accounting and reporting standards.
	(3)		Tax fees include $0.2 million in fiscal 2006 and $0.8 million in fiscal 2005 for tax planning and advisory services, as well as tax preparation and compliance services.

24

---

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent public accountants, Deloitte. The policy generally pre-approves certain specific services in the defined categories of audit services, audit-related services, and tax services up to specified amounts, and sets requirements for specific case-by-case pre-approval of discrete projects, those which may have a material effect on our operations or services over certain amounts. Pre-approval may be given as part of the Audit Committee’s approval of the scope of the engagement of our independent auditor or on an individual basis. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be presented to the full Audit Committee at its next scheduled meeting. The policy prohibits retention of the independent public accountants to perform the prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley Act or the rules of the SEC and also considers whether proposed services are compatible with the independence of the public accountants.

Recommendation of IGT Board of Directors

The ratification of the appointment of Deloitte as our independent auditors will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast in opposition to the proposal.

Our board of directors recommends a vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for the year ending September 30, 2007.

SHAREHOLDER PROPOSALS FOR THE 2008 ANNUAL MEETING

Proposals of shareholders intended to be presented at our next annual meeting must be received by us by September 21, 2007 to be considered for inclusion in our proxy statement relating to that meeting. If we change the date of our next annual meeting by more than 30 days from the date of this year’s annual meeting, then the deadline is a reasonable time before we begin to print and mail our proxy materials for that next annual meeting, provided that you also meet the additional deadline for shareholder proposals required by our Bylaws and summarized below. You should also be aware that your proposal or director nomination must comply with Securities and Exchange Commission regulations regarding inclusion of stockholder proposals in company-sponsored proxy materials.

Shareholders desiring to present a proposal at the next annual meeting but who do not desire to have the proposal included in the proxy materials distributed by us must deliver written notice of such proposal to us no earlier than 90 and no later than 60 days prior to the meeting, or the persons appointed as proxies in connection with the next annual meeting will have discretionary authority to vote on any such proposal. However, in the event that we give less then 70 days’ notice or prior public disclosure of the date of our next annual meeting, notice by a shareholder must be received by us no later than the close of business on the 10^th day following the day on which the notice was mailed or the public disclosure was made, whichever occurs first. Shareholder proposals that do not meet the notice requirements set forth above and further described in Section 3.2 of our Bylaws will not be acted upon at the 2008 annual meeting.

25

---

GENERAL

Our annual report to shareholders, containing audited financial statements, accompanies this proxy statement. Our most recent annual report on Form 10-K as filed with the SEC is available on our website at http://www.IGT.com. Shareholders may also obtain a copy of the Form 10-K, without charge, upon written request to:

International Game Technology
Attn: Investor Relations
9295 Prototype Drive
Reno, Nevada 89521-8986

As of the date of this proxy statement, our board of directors knows of no business which will be presented for consideration at the meeting other than the matters stated in the accompanying Notice of Annual Meeting of Shareholders and described in this proxy statement. If, however, any matter incident to the conduct of the meeting or other business properly comes before the meeting, the persons acting under the proxies intend to vote with respect to those matters or other business in accordance with their best judgment, and the proxy includes discretionary authority to do so.

BY ORDER OF THE BOARD OF DIRECTORS
David D. Johnson
Secretary

Reno, Nevada
January 19, 2007

26

---

---

INTERNATIONAL GAME TECHNOLOGY C/O BANK OF NEW YORK ATTN: STOCK TRANSFER ADMINISTRATION 101 BARCLAY STREET, 11 EAST NEW YORK, NY 10286	VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on March 5, 2007. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by International Game Technology in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on March 5, 2007. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to International Game Technology, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	INTGT1	KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

INTERNATIONAL GAME TECHNOLOGY

The Board of Directors recommends a vote “FOR” all of the nominees listed below, and “FOR” ratification of the appointment of Deloitte & Touche LLP as IGT’s independent auditors for the fiscal year ending September 30, 2007. Vote on Directors

FOR all nominees listed    o

WITHHOLD     AUTHORITY to vote for all     nominees     listed o

*EXCEPTIONS o

To withhold authority to vote for any individual nominee(s), mark the “EXCEPTIONS” box and write the number(s) of the nominee(s) on the line below.

1.

Election of Directors

Nominees: 01 - Neil Barsky, 02 - Robert A. Bittman, 03 - Richard R. Burt, 04 - Patti S. Hart, 05 - Leslie S. Heisz, 06 - Robert A. Mathewson, 07 - Thomas J. Matthews, 08 - Robert Miller and 09 - Frederick B. Rentschler

Vote on Proposal

For

Against

Abstain

2.

Ratification of the appointment of Deloitte & Touche LLP as IGT’s independent auditors for the fiscal year ending September 30, 2007;

o

o

o

3.

In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting.

Please sign name exactly as it appears on this card. Joint owners should each sign. Attorneys, trustees, executors, administrators, conservators, custodians, guardians or corporate officers should give full title.

(Please sign, date and return this proxy card in the enclosed envelope.)

For address changes and/or comments, please check this box and write them on the back where indicated.

o

Yes

No

Please indicate if you plan to attend this meeting.

o

o

HOUSEHOLDING ELECTION - Please indicate if you consent to receive certain future investor communications in a single package per household.

o

o

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

---

Your telephone or Internet vote authorizes the named proxies to vote these shares in the same manner as if you marked, signed and returned the proxy card. If you have submitted your proxy by telephone or the Internet there is no need for you to mail back your proxy.

---

INTERNATIONAL GAME TECHNOLOGY
P R O X Y
ANNUAL MEETING OF SHAREHOLDERS, March 6, 2007

     The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders dated January 19, 2007, and accompanying Proxy Statement, and hereby appoints Thomas J. Matthews and David D. Johnson, and each of them, the proxies and attorneys-in-fact of the undersigned, with full power of substitution in each, for and in the name of the undersigned to attend the Annual Meeting of Shareholders of International Game Technology to be held on March 6, 2007 at 10:00 A.M., P.S.T., at IGT’s corporate offices, 9295 Prototype Drive, Reno, Nevada, and any and all adjournments thereof, and to vote there the number of shares of Common Stock which the undersigned would be entitled to vote if then personally present as specified on the reverse side.

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO SPECIFICATION IS MADE, IT WILL BE VOTED “FOR” ALL OF THE SPECIFIED DIRECTOR NOMINEES AND “FOR” THE RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP.

Address Changes/Comments:

 

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

(Continued, and to be signed and dated, on the reverse side.)

---