SECOND AMENDMENT
                                 TO
                          CREDIT AGREEMENT



     THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment") 
dated as of April 29, 1998 relates to that certain Credit Agreement dated 
as of February 27, 1997, as amended by the First Amendment dated as of 
February 9, 1998 (the "Credit Agreement"), among The Southland Corporation, 
a Texas corporation ("Southland"), the financial institutions party thereto 
as "Senior Lenders" or "Issuing Banks", Citibank, N.A., as administrative 
agent for the Senior Lenders and Issuing Banks (in such capacity, together 
with any successor administrative agent appointed pursuant to SECTION 11.07 
of the Credit Agreement, the "Administrative Agent") and The Sakura Bank, 
Limited, New York Branch, as Co-Agent.


     1.     DEFINITIONS.  Capitalized terms defined in the Credit Agreement 
and not otherwise defined or redefined herein have the meanings assigned to 
them in the Credit Agreement.

     2.     AMENDMENTS TO CREDIT AGREEMENT.  Upon the "Second Amendment 
Effective Date" (as defined in Section 5 below), the Credit Agreement is 
hereby amended as follows:

          2.1     AMENDMENT TO SECTION 1.01.  Section 1.01 of the 
Credit Agreement is hereby amended by amending and restating the 
definition of "Master Lease Documents" in its entirety to read as 
follows:

     "MASTER LEASE DOCUMENTS" shall mean a Master Lease 
evidencing the terms of the Master Lease Facility and any 
agreements, documents and instruments executed  in 
connection therewith, as the same may be amended, 
restated, supplemented or otherwise modified from time to 
time, PROVIDED that the aggregate Dollar amount advanced 
for assets leased under the lease facility shall not 
exceed $115,000,000.

          2.2     AMENDMENT TO SECTION 5.01.  Section 5.01 of the 
Credit Agreement is hereby amended by adding a new clause (xxviii) 
at the end thereof to read as follows:

(xxviii)  Year 2000.  All reprogramming required to 
permit the proper functioning, in and following the 
year 2000, of the computer systems and equipment


                                       Tab 1



<PAGE>
operations of Southland and its Subsidiaries and the 
testing of all such systems and equipment, as so 
reprogrammed, will be materially completed in a timely 
fashion and will not result in a Material Adverse 
Effect.

          2.3     AMENDMENT TO SECTION 8.01.  Section 8.01 of the 
Credit Agreement is hereby amended by (i) amending and restating 
CLAUSE (i) thereof in its entirety to read as follows:

     (i)     the Obligations and the obligations arising 
under the Master Lease Documents;

and (ii) amending and restating clause (v) thereof in its entirety 
to read as follows:

     (v)     Indebtedness  consisting of (A) Capital Lease 
obligations, (B)  Indebtedness incurred in connection with 
Capital Expenditures (and within a reasonable period of 
time thereafter), (C) obligations under sale and leaseback 
transactions, (D) Accommodation Obligations with respect 
to financing incurred by lessors solely for the purpose of 
acquiring and constructing stores, store sites and related 
fixtures and equipment which are or are to be leased by 
Southland and (E) extensions, renewals, replacements or 
refinancings of the Indebtedness described in SUBCLAUSES 
(A) through (D) of this SECTION 8.01(v), not exceeding the 
principal amount outstanding before giving effect to the 
extension, renewal, replacement or refinancing (together 
with, in the case of a refinancing, interest accrued 
thereon and reasonable costs incurred in connection with 
the refinancing); PROVIDED, HOWEVER, that such 
Indebtedness (1) is incurred in connection with the 
acquisition or leasing of assets at fair value after the 
Effective Date, (2) is unsecured or (other than in the 
case of Indebtedness described in SUBCLAUSE (D) and 
extensions, renewals, replacements or refinancings 
thereof) secured only by the assets acquired or leased in 
connection with the transaction pursuant to which the 
Indebtedness was originally incurred and (3) does not 
exceed $150,000,000 in aggregate principal amount (of 
which no more than $50,000,000 shall be used in sale and 
leaseback transactions, other than sales and leasebacks of 
store sites);

          2.4     AMENDMENT to SECTION 8.04.  Section 8.04 of the 
Credit Agreement is hereby amended by renumbering CLAUSE (xiv) 
thereof as CLAUSE (xv) and inserting a new CLAUSE (xiv) 
immediately following CLAUSE (xiii) to read as follows:

(xiv) Accommodation Obligations permitted by SECTION 
8.01(v);

          2.5     AMENDMENT TO SECTION 9.01.  Section 9.01 of the 
Credit Agreement is hereby amended and restated in its entirety to 
read as follows:

                                       

<PAGE>

     9.01.     SENIOR INDEBTEDNESS TO EBITDA.  Southland 
shall not on any Quarterly Determination Date occurring 
during any period set out below permit the ratio of (i) 
Senior Indebtedness (other than Indebtedness not exceeding 
$41,400,000 arising under the Master Lease Documents) as 
of such Quarterly Determination Date to (ii) EBITDA as 
determined as of such Quarterly Determination Date for the 
four (4) calendar quarters ending on such date, to be 
greater than the ratio set out below opposite such period:

                        PERIOD                     MAXIMUM RATIO
                        ------                     -------------
                 -----------------------------------------------
                 Effective Date through                3.40x
                 March 31, 1998
                 -----------------------------------------------
                 April 1, 1998 through                 4.10x
                 March 31, 1999
                 -----------------------------------------------
                 April 1, 1999 through                 3.50x
                 December 31, 1999
                 -----------------------------------------------
                 January 1, 2000 and                   2.25x
                 thereafter
                 -----------------------------------------------

2.6     AMENDMENT TO SECTION 9.02.  Section 9.02 of the Credit 
Agreement is hereby amended and restated in its entirety to read 
as follows:

     9.02.     MINIMUM INTEREST AND RENT COVERAGE RATIO.  
Southland shall not on any Quarterly Determination Date 
occurring during any period set out below permit the ratio 
of (i) the sum of (A) EBITDA, PLUS (B) Rent Expense on 
Operating Leases to (ii) the sum of (A) Consolidated Cash 
Interest Expense, PLUS (B) Rent Expense on Operating 
Leases, in each case as determined as of such Quarterly 
Determination Date for the four (4) calendar quarters 
ending on such date, to be less than the ratio set out 
below opposite such period:

                        PERIOD                     MINIMUM RATIO
                        ------                     -------------
                 -----------------------------------------------
                 Effective Date through                2.00x
                 March 31, 1998
                 -----------------------------------------------
                 April 1, 1998 through                 1.80x
                 December 31, 1998
                 -----------------------------------------------
                 January 1, 1999 through               1.90x
                 December 31, 1999
                 -----------------------------------------------
                 January 1, 2000 through               2.25x
                 December 31, 2000
                 -----------------------------------------------
                 January 1, 2001 and                   2.50x
                 thereafter
                 -----------------------------------------------

                                 

<PAGE>

          2.7     AMENDMENT TO SECTION 9.03.  Section 9.03 of the 
Credit Agreement is hereby amended and restated in its entirety to 
read as follows:

     9.03.     MINIMUM FIXED CHARGE COVERAGE RATIO.  (a)  
Southland shall not on any Quarterly Determination Date 
occurring during any period set out below permit the ratio 
of (i) EBITDA, MINUS Capital Expenditures to (ii) 
Consolidated Fixed Charges, in each case as determined as 
of such Quarterly Determination Date for the four (4) 
calendar quarters ending on such date, to be less than the 
ratio set out below opposite such period:

                        PERIOD                     MINIMUM RATIO
                        ------                     -------------
                 -----------------------------------------------
                 Effective Date through                0.65x
                 December 31, 1997
                 -----------------------------------------------
                 January 1, 1998 through               0.35x
                 March 31, 1998
                 -----------------------------------------------

(b)  Southland shall not on any Quarterly Determination 
Date occurring during any period set out below permit the 
ratio of (i) EBITDA to (ii) Consolidated Fixed Charges, in 
each case as determined as of such Quarterly Determination 
Date for the four (4) calendar quarters ending on such 
date, to be less than the ratio set out below opposite 
such period:

                        PERIOD                     MINIMUM RATIO
                        ------                     -------------
                 -----------------------------------------------
                 April 1, 1998 through                 1.50x
                 December 31, 1999
                 -----------------------------------------------
                 January 1, 2000 and                   1.75x
                 thereafter
                 -----------------------------------------------

                                        

<PAGE>

2.8     ADDITION OF SECTION 9.04.  A new Section 9.04 is hereby 
added to the Credit Agreement, immediately following Section 9.03, 
to read as follows:

     9.04.     CAPITAL EXPENDITURES.  Southland shall not, 
and shall not permit its Subsidiaries to, make or incur 
Capital Expenditures in any period set out below in excess 
of the amount set out opposite such period:

                        PERIOD               MAXIMUM AMOUNT OF CAPITAL
                        -----                -------------------------
                                                    EXPENDITURES
                                                    ------------
                 -----------------------------------------------------
                 Fiscal Year 1998                   $425,000,000
                 -----------------------------------------------------
                 Fiscal Year 1999                   $325,000,000
                 -----------------------------------------------------
                 Fiscal Year 2000                   $325,000,000
                 -----------------------------------------------------
                 January 1, 2001 and                $325,000,000
                 thereafter
                 -----------------------------------------------------

          3.     AMENDMENT FEE.  Southland shall pay to the Administrative 
Agent for the account of the Administrative Agent and the Senior Lenders 
the fees agreed to between the Administrative Agent and Southland

          4.     REPRESENTATIONS AND WARRANTIES.  Southland hereby 
represents and warrants to each Senior Lender, each Issuing Bank, the 
Administrative Agent and the Co-Agent that (a) each of the statements set 
forth in Section 5.01 of the Credit Agreement (as amended hereby) are true, 
correct and complete on and as of the Second Amendment Effective Date as 
though made to each Senior Lender, each Issuing Bank, the Administrative 
Agent and the Co-Agent on and as of such date and (b) as of the Second 
Amendment Effective Date, no Event of Default or Potential Event of Default 
has occurred and is continuing.

          5.     SECOND AMENDMENT EFFECTIVE DATE.  This Second Amendment 
shall become effective as of the date first above written (the "Second 
Amendment Effective Date") upon receipt by the Administrative Agent (with 
sufficient copies for each Senior Lender) of counterparts hereof, executed 
by Southland, the Administrative Agent and the Requisite Senior Lenders.

          6.     MISCELLANEOUS.  This Second Amendment is a Loan Document.  
The headings herein are for convenience of reference only and shall not 
alter or otherwise affect the meaning hereof.  Except to the extent 
specifically amended or modified hereby, the provisions of the Credit 
Agreement shall not, except as expressly provided herein, operate as a 
waiver of any right, power or remedy of any Senior Lender or Issuing Bank 
under any of the Loan Documents, nor constitute a waiver of any provision 
of any of the Loan Documents.

                                      

<PAGE>

          7.     COUNTERPARTS.  This Second Amendment may be executed in 
any number of counterparts which together shall constitute one instrument.

          8.     GOVERNING LAW.  THIS SECOND AMENDMENT, AND ALL ISSUES 
RELATING TO THIS SECOND AMENDMENT, INCLUDING THE VALIDITY, ENFORCEABILITY, 
INTERPRETATION OR CONSTRUCTION OF THIS SECOND AMENDMENT OR ANY PROVISION 
HEREOF, SHALL BE GOVERNED BY, AND SHALL BE DETERMINED AND ENFORCED IN 
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

          IN WITNESS WHEREOF, the Administrative Agent, the Requisite 
Senior Lenders and Southland have caused this Second Amendment to be 
executed by their respective officers thereunto duly authorized as of the 
date first above written.



BORROWER:               THE SOUTHLAND CORPORATION


                         By:  /s/ Ezra Shashoua                          
                              ---------------------------------
                              Title:     Treasurer


ADMINISTRATIVE AGENT:     CITIBANK, N.A., as the Administrative Agent


                         By:   /s/ Robert A. Snell                             
                               --------------------------------
                               Title:     as attorney in fact


SENIOR LENDERS:          CITIBANK, N.A.


                         By:   /s/ Robert A. Snell                             
                               ---------------------------------
                               Title:     as attorney in fact


                                     
        

<PAGE>

                         THE SAKURA BANK, LIMITED, NEW YORK BRANCH


                         By:   /s/ Keiji Kanai                            
                               ----------------------------------------
                               Title:   Vice President & Senior Manager


                         THE ASAHI BANK, LTD., NEW YORK BRANCH


                         By:   /s/ Douglas E. Price                        
                               -----------------------------------------
                               Title:     Senior Vice President 


                         BANK OF TOKYO - MITSUBISHI TRUST COMPANY


                         By:   /s/ Ryohei Takashima                       
                               ------------------------------------------
                               Title:     Senior Vice President


                         THE FUJI BANK, LIMITED, HOUSTON AGENCY


                         By:   /s/ Philip C. Lauinger III                       
                               -------------------------------------------
                               Title:     Vice President & Manager


                         THE MITSUI TRUST AND BANKING COMPANY, LIMITED, 
NEW YORK BRANCH


                         By:   /s/ Margaret Holloway                    
                               -------------------------------------------
                               Title:     Vice President & Manager


                                        

<PAGE>

                         THE INDUSTRIAL BANK OF JAPAN TRUST COMPANY

                         By: THE INDUSTRIAL BANK OF JAPAN, LIMITED, 
                            HOUSTON OFFICE, Authorized Representative


                         By:
                              ----------------------------------------
                              Title:     


                         NATIONSBANK OF TEXAS, N.A.


                         By:   /s/ Delaney A. Burgdorfer                      
                               ----------------------------------------
                               Title:     Vice President


                         BANKERS TRUST COMPANY


                         By:   /s/ David J. Bell                           
                               -----------------------------------------
                               Title:     Vice President


                         CIBC INC.


                         By:   /s/ Elizabeth Fischer                      
                               -----------------------------------------
                               Title:     Executive Director
                                          CIBC Oppenheimer Corp., as Agent