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                                                                    EXHIBIT 10.2

             FIRST AMENDMENT TO POST-CLOSING COVENANTS AGREEMENT AND
                           NON-COMPETITION AGREEMENTS

         This First Amendment is made this 9th day of April, 1999, effective
upon the execution hereof, by and among CBS Corporation, formerly named
Westinghouse Electric Corporation, a Pennsylvania corporation ("Parent"),
Gaylord Entertainment Company, as successor to New Gaylord Entertainment
Company, a Delaware corporation ("Gaylord"), Edward L. Gaylord, and E. K.
Gaylord II.

                                    RECITALS

         1. The parties to this First Amendment were the principal parties to
the Post-Closing Covenants Agreement dated as of September 30, 1997, by and
among Parent, Gaylord, New Gaylord Entertainment Company, and certain
subsidiaries of New Gaylord Entertainment Company (the "Post-Closing Covenants
Agreement"), and Edward L. Gaylord, E. K. Gaylord II and Parent were the parties
to Non-Competition Agreements dated September 30, 1997 affecting Edward L.
Gaylord and E. K. Gaylord II, respectively (the "Non-Competition Agreements").

         2. The parties desire to amend the Post-Closing Covenants Agreement and
the Non-Competition Agreements as provided in this First Amendment.

         3. Capitalized terms in this First Amendment shall have the meaning
ascribed to them in the Post-Closing Covenants Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises, and the mutual
covenants and promises herein contained, the parties agree as follows:

         1. Section 3.04(a) of the Post-Closing Covenants Agreement, Section 1
of the Non-Competition Agreement, dated September 30, 1997 between Parent and
Edward L. Gaylord, and Section 1 of the Non-Competition Agreement, dated
September 30, 1997 between Parent and E. K. Gaylord II, shall be and are hereby
amended to provide that the terms of the non-competition provisions in each such
agreement shall be four (4) years rather than five (5) years as originally
specified.

         2. Reference is made to Section 3.05 of the Post-Closing Covenants
Agreement and in relation thereto the parties agree that: (i) Parent shall pay
to Gaylord the sum of Five Million Dollars ($5,000,000) in cash or immediately
available funds upon execution of this First Amendment, to be credited towards
the final resolution of the obligations, if any, of Parent to Gaylord in
connection with the working capital adjustment described in Section 3.05; (ii)
the parties shall proceed, as promptly as possible, to execute the engagement
letter for the Washington, D.C. office of Ernst & Young, the Accounting Firm
selected to resolve the dispute; and (iii) the parties 



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shall use all reasonable efforts to complete the binding arbitration process as
soon as practicable. To the extent that the amount finally determined to be
payable by CBS to Gaylord is less than $5,000,000 plus interest thereon at the
rate specified in Section 3.05 of the Post-Closing Covenants Agreement from the
date of CBS's payment of $5,000,000 pursuant hereto, Gaylord shall pay the
difference to CBS. To the extent the amount finally determined to be payable by
CBS to Gaylord is more than $5,000,000 plus interest thereon at the rate
specified in Section 3.05 of the Post-Closing Covenants Agreement from the date
of CBS's payment of $5,000,000 pursuant hereto, CBS shall pay the excess to
Gaylord. To the extent it is finally determined that Gaylord is obligated to pay
any amount to CBS, Gaylord shall pay to CBS such amount and shall refund the
$5,000,000 plus interest thereon at the rate specified in Section 3.05 of the
Post-Closing Covenants Agreement from the date of CBS's payment of $5,000,000
pursuant hereto.

         3. In all other respects, the Post-Closing Covenants Agreement and the
Non-Competition Agreements are not changed or amended.

         IN WITNESS WHEREOF, the parties (on behalf of themselves, their
subsidiaries, and their affiliates) have caused this First Amendment to be
executed as of the day and year first above written.

GAYLORD ENTERTAINMENT COMPANY

By:      _______________________________
Title:   _______________________________

CBS CORPORATION

By:      _______________________________
Title:   _______________________________

________________________________________
Edward L. Gaylord

________________________________________
E. K. Gaylord II




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