Exhibit 10.38

                  GAYLORD ENTERTAINMENT COMPANY (THE "COMPANY")

             SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

I. DIRECTOR COMPENSATION. Directors who are employees of the Company do not
receive additional compensation for serving as directors of the Company. The
following table sets forth current rates of cash compensation for the Company's
non-employee directors.



                                        RETAINERS                                       2006
- ---------------------------------------------------------------------------------   ------------
                                                                                 
Board retainer...................................................................   $    40,000
Audit chair retainer.............................................................   $    15,000
Audit member retainer............................................................   $    10,000
Human Resources/Nominating and Corporate Governance chair retainer...............   $    12,500
Human Resources/Nominating and Corporate Governance member retainer..............   $     7,500


      No additional fees are paid for special meetings. Pursuant to the
Company's Deferred Compensation Plan for Non-Employee Directors, non-employee
directors may defer these fees into this plan until their retirement or
resignation from the Board of Directors. Upon election to the Board of
Directors, non-employee directors also receive a one-time grant of a
non-qualified stock option to purchase 10,000 shares of common stock under the
1997 Omnibus Stock Option and Incentive Plan, at an exercise price equal to the
closing price on the date prior to the date of the grant, which becomes
exercisable in four equal annual installments. In addition, each non-management
director receives an annual grant of a non-qualified stock option to purchase
5,000 shares of common stock under the 1997 Omnibus Stock Option and Incentive
Plan, at an exercise prices equal to the closing price on the date prior to the
date of the grant, which becomes exercisable on the first anniversary of the
date of grant. All directors are reimbursed for expenses incurred in attending
meetings.

II. EXECUTIVE OFFICER COMPENSATION. The following table sets forth the 2006
annual base salaries and the fiscal 2005 performance bonuses provided to the
Company's Chief Executive Officer and four most highly compensated executive
officers (the "Named Executive Officers").



                                                                   FISCAL 2005
EXECUTIVE OFFICER                    2006 SALARY                   BONUS AMOUNT
- -----------------                    -----------                 ---------------
                                                           
Colin V. Reed                          $832,000                  $   787,692.34
David C. Kloeppel                      $494,000                  $   333,542.29
Jay D. Sevigny(1)                      $385,000                  $   204,523.06
Mark Fioravanti                        $333,000                  $   100,000.00
John Caparella(1)                      $350,000                  $   144,016.17


(1)   As of February 10, 2006, Mr. Caparella was promoted from Senior Vice
      President and General Manager, Gaylord Palms Resort, to Executive Vice
      President and Chief Operating Officer -- Gaylord Hotels and Mr. Sevigny
      was designated Industry Relations Adviser.

The Named Executive Officers also participate in the Company's 2006 Cash Bonus
Plan and receive long-term incentive awards pursuant to the Company's
stockholder approved equity incentive plans.



III. ADDITIONAL INFORMATION. The foregoing information is summary in nature.
Additional information regarding director and Named Executive Officer
compensation will be provided in the Company's proxy statement to be filed in
connection with the 2006 annual meeting of stockholders.