EXHIBIT 4.9 AMENDMENT NO. 3 TO THE 1991 NON-EMPLOYEE DIRECTORS' OPTION PLAN OF BALLY GAMING INTERNATIONAL, INC. The 1991 Non-Employee Directors' Option Plan of Bally Gaming International, Inc., as amended by Amendments No. 1 and 2 thereto (the "Plan"), is hereby amended as follows: 1. Section 8 of the Plan is hereby amended and restated in its entirety to read as follows: 8. Early Termination. An Award granted to a Participant under this Plan shall terminate when the Participant ceases to be a Director, provided however that the Award may be exercised by the Participant (to the extent that he or she shall have been entitled to do so at the time he or she ceased to be a Director) at any time within six (6) months after such Participant ceased to be a Director, but not beyond the original term thereof. The foregoing provision of this Section 8 shall not apply in the event that the Participant ceases to be a Director upon or after the Effective Time (as defined in the Agreement and Plan of Merger among Alliance Gaming Corporation, BGII Acquisition Corp. and the Company, dated as of October 18, 1995, as amended (the "Merger Agreement")). 2. Section 13 of the Plan is hereby amended and restated in its entirety to read as follows: 13. Termination of Awards Upon Change in Control. (a) Subject to subsection (b) below, notwithstanding anything to the contrary, in the case of a Change in Control, each Award granted under the Plan shall terminate ninety (90) days after the occurrence of such Change in Control, but, in the event of any such termination the Award holder shall have the right, commencing at least five (5) days prior to such Change in Control and subject to any other limitation on the exercise of such Award in effect on the date of exercise to immediately exercise any Options in full, without regard to any vesting limitations, to the extent they shall not have been theretofore exercised; and (b) Notwithstanding anything to the contrary in this Section 13, in the case of a Change in Control which arises as a result of stockholder approval of the Merger Agreement, each award granted under the Plan shall vest upon the Effective Time and remain exercisable for the lesser of (i) the original full exercise period or (ii) three years from the Effective Time and each option subject to such award shall be exercisable for the Merger Consideration (as defined in the Merger Agreement) per Share subject to such option.