EXHIBIT 10.20

                                           Executive's Name: G. William Dietrich


                               AMENDMENT NO. 2 TO
                KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

       THIS  AMENDMENT  NO. 2 (this  "Amendment"),  dated as of August 18, 1998,
supplements and amends the Key Employment and Severance  Agreement,  dated as of
August 15,  1995,  as  previously  amended  (the  "Agreement"),  by and  between
SUPERIOR SERVICES, INC., a Wisconsin corporation (the "Company"),  and the named
executive set forth above (the  "Executive").  All defined terms used herein and
not defined shall have the same meaning as in the Agreement.

                               W I T N E S S E T H

       WHEREAS,  pursuant to Section 19 of the Agreement,  the Executive and the
Company desire to supplement and amend the Agreement as  specifically  set forth
in this Amendment.

       NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the mutual
covenants and agreements herein set forth, and for other valuable consideration,
the parties hereto covenant and agree as follows:

       1. Section 1(d) of the  Agreement is hereby  amended and restated to read
in its entirety as follows:

              "(d)  Cause.  'Cause'  for  termination  by  the  Company  of  the
              Executive's  employment  after a Change in Control of the Company,
              for purposes of this Agreement,  shall mean the following and only
              the following:  the Executive's final and nonappealable conviction
              of, and sentencing  for, a felony offense for a crime involving an
              act by the  Executive  of  conduct on behalf of the  Company  that
              results in the Executive being physically  imprisoned in a federal
              or state  penitentiary;  provided,  that  'Cause' for  termination
              shall only be  determined  by a vote of two-thirds of the Board of
              Directors of the Company after (i)  reasonable  written  notice to
              the Executive, setting forth the basis for 'Cause,' specifying the
              particulars  thereof in detail;  and (ii) an  opportunity  for the
              Executive,  together  with his  counsel,  to be heard  before  the
              Board."

       2. Section 1(h) of the  Agreement is hereby  amended and restated to read
in its entirety as follows:

              "(h)  Discretionary  Termination.  For purposes of this Agreement,
              'Discretionary   Termination'   means  the  determination  by  the
              Executive,  or his estate or personal  representative in the event
              of the Executive's death or disability, at any time

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              during the twelve (12) month period  commencing on the  occurrence
              of a  Change  in  Control  of the  Company,  as  evidenced  by the
              delivery  to the  Company,  by the  Executive  or by his estate or
              personal  representative  in the case of the Executive's  death or
              disability,  of a Notice of  Termination  during such  period,  to
              terminate  this  Agreement  and his  employment  hereunder for any
              reason  whatsoever  in his sole  discretion,  with or without good
              faith, even if the Company has previously terminated the Executive
              for death, disability,  Cause or otherwise during such twelve (12)
              month period following a Change in Control of the Company."

       3. The first paragraph of Section 1(o) of the Agreement is hereby amended
and restated to read in its entirety as follows:

              "(o) Termination  Date. For purposes of this Agreement,  except as
              otherwise provided in Section 10(b) and Section 17(a) hereof or as
              set forth  below,  the term  'Termination  Date'  means (i) if the
              Executive's employment is terminated by the Executive's death, the
              date of death; (ii) if the Executive's employment is terminated by
              reason of voluntary early retirement,  as agreed in writing by the
              Company and the  Executive,  the date of such early  retirement as
              set  forth in such  written  agreement;  (iii) if the  Executive's
              employment  is  terminated  by reason of  disability  pursuant  to
              Section  12  hereof,  the  earlier  of thirty  (30) days after the
              Notice of  Termination is given or one day prior to the end of the
              Employment   Period;   (iv)  if  the  Executive's   employment  is
              terminated  by the  Executive  voluntarily  (other  than  for Good
              Reason),  the date the Notice of Termination is given;  (v) if the
              Executive's  employment is terminated by the Executive voluntarily
              pursuant to a Discretionary Termination,  the Termination Date for
              the  purposes  of  the  payment  of a  Termination  Payment  and a
              Gross-Up  Payment,  if any, under Section 9(b) hereof shall be the
              date the Notice of Termination  is given to the Company;  and (vi)
              if the Executive's  employment is terminated by the Company (other
              than by reason of disability  pursuant to Section 12 hereof) or by
              the  Executive  for Good  Reason,  the earlier of thirty (30) days
              after the Notice of  Termination  is given or one day prior to the
              end of the  Employment  Period.  Notwithstanding  the  foregoing,"
              [Remainder  of existing  Section  1(o) to remain as written in the
              Agreement.]

       4. Section 5(c) of the  Agreement is hereby  amended and restated to read
in its entirety as follows:

              "(c)  Regardless of whether or not an Employment  Period exists or
              is  ongoing,  from the date of a Change in Control of the  Company
              (regardless  of whether the Executive has ceased to be employed by
              the Company for any reason) until he reaches age 85, the Executive
              and the  Executive's  wife,  and each of their children until they
              reach the age of 21,  shall each be entitled  to receive,  without
              cost,  premium,  co-pay or  deductible  charges,  full  health and
              medical,  dental and vision care as provided by the Company to its
              senior executive employees; provided,

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              that the  Executive  and his wife  shall not be  limited  to their
              choice(s)  of  doctor  or the  location(s)  at which  such care is
              provided.  In the event that the Executive  dies prior to reaching
              age 85,  his wife  shall  continue  to receive  such  health  care
              benefits on the same terms and conditions, until the date when the
              Executive  would have otherwise  reached age 85 but for his death,
              and each of their  children  shall continue to receive such health
              care  benefits on the same terms and  conditions  until they reach
              age 21.  From the  date of a  Change  in  Control  of the  Company
              (regardless  of whether the Executive has ceased to be employed by
              the Company for any reason) until he reaches age 65, the Executive
              will also be entitled to the benefit of a long-term and short-term
              disability  insurance policy of $3,000 per month, and in the event
              that the  Executive  dies prior to reaching age 65, his wife shall
              receive the  benefits or continued  coverage of such  policies (as
              the case may be).  From  the date of a Change  in  Control  of the
              Company  (regardless  of whether  the  Executive  has ceased to be
              employed  by the Company for any  reason),  the Company  will not,
              without the Executive's consent, make any changes in the foregoing
              benefits that would adversely  affect in any material  respect the
              rights  or  benefits  of the  Executive  or his  wife or  children
              thereunder. During the Employment Period, the Executive shall also
              be  entitled  to  receive  any other  perquisites  generally  made
              available,  from time to time or at any time, to the Company's key
              management  personnel.  Any payments under this Section 5(c) shall
              be in addition to any other payments or benefits to be received by
              the Executive  under this Agreement or otherwise,  including under
              Section 4(C)(ii) of that certain Employment Agreement, dated as of
              January 1, 1996, by and between the Company and the Executive (the
              "Employment Agreement")."

       5. A new Section  5(f) is hereby added to the  Agreement,  to read in its
entirety as follows:

              "Regardless  of whether or not an  Employment  Period exists or is
              ongoing,  immediately upon a Change in Control of the Company, all
              awards  granted to the  Executive and then  outstanding  under the
              Company's   stock   option  and   incentive   compensation   plans
              ('Executive  Awards') that are not then exercisable by their terms
              automatically will become immediately exercisable and fully vested
              for the remainder of their stated terms. In addition, for a period
              of thirty  (30) days  following  such  Change  in  Control  of the
              Company,  the  Executive  shall  have the right to  terminate  the
              Executive Awards and to receive a lump-sum payment, in cash, equal
              to the product of (a) the excess of (x) the  per-unit  fair market
              value of the securities  underlying the Executive Awards, over (y)
              the per-unit exercise price of such Executive Awards,  and (b) the
              number  of  units  of such  securities  covered  by the  Executive
              Awards. For purposes of the preceding  sentence,  the 'fair market
              value'  of  securities  shall be based on the  highest  of (i) the
              per-unit  closing  sale  price of the  securities  underlying  the
              Executive Awards, as reported on a national securities exchange or
              by the Nasdaq Stock Market, on the execution date of the agreement
              pursuant to which the Change in Control of the

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              Company is effected,  (ii) the per-unit  closing sale price of the
              securities  underlying  the  Executive  Awards,  as  reported on a
              national securities exchange or by the Nasdaq Stock Market, on the
              effective date of the transaction constituting a Change in Control
              of the  Company,  and (iii) the  highest  per-unit  price for such
              securities actually paid in connection with such Change in Control
              of the Company.  Notwithstanding the foregoing, if the exercise of
              any right  granted  pursuant  to this  Section  5(f)  would make a
              transaction  constituting  a  Change  in  Control  of the  Company
              ineligible  for pooling of interests  accounting  under APB No. 16
              which,  but for this Section 5(f), would otherwise be eligible for
              such accounting  treatment,  the Board of Directors of the Company
              shall have the ability to substitute for the cash payable pursuant
              to this  Section 5(f)  securities  of the Company (or of the other
              entity  surviving  the  transaction  constituting  the  Change  in
              Control of the Company, or its parent corporation,  if applicable)
              having a fair market value equal to the cash that would  otherwise
              be payable hereunder.  For purposes of the preceding sentence, the
              'fair market value' of  securities  shall be based on the lower of
              (i) the average  closing bid price of such  securities for the ten
              (10) trading  days prior to the  execution  date of the  agreement
              pursuant  to  which  the  Change  in  Control  of the  Company  is
              effected,  and (ii) the  average of the  closing bid price of such
              securities  for the ten (10) trading  days prior to the  effective
              date of the  transaction  constituting  a Change in Control of the
              Company, in each case as such closing bid prices are reported on a
              national securities exchange or by the Nasdaq Stock Market."

       6. The second and third  paragraphs  of Section 9(b) of the Agreement are
hereby deleted in their entirety and a new paragraph inserted in their place, to
read in its entirety as follows:

              "In the event that a portion of the Termination  Payment,  Accrued
              Benefits or any other payment or benefit under this Agreement,  or
              payments  to or for the benefit of the  Executive  under any other
              agreement or plan of the Company ('Total Benefits'),  be deemed to
              be an 'excess  parachute  payment,'  as defined in Section 280G of
              the Code, then the Company shall pay the Executive,  no later than
              the tenth day following the Executive's  request,  such additional
              cash amount as is  necessary  to place the  Executive  in the same
              after-tax  financial position that he would have been in if he had
              not incurred any liability for Excise Tax ('Excise Tax Liability')
              under  Section  4999 of the Code  (the  'Gross-Up  Payment').  For
              purposes of determining  whether any of the Total Benefits will be
              subject to Excise Tax  Liability and the amount of such Excise Tax
              Liability,  (i) Total  Benefits  shall be  treated  as  'parachute
              payments'  (within the meaning of Section  280G(b)(2) of the Code)
              unless, in the reasonable opinion of the Company's tax counsel (as
              confirmed by the Executive's tax counsel), such Total Benefits (in
              whole or in part) do not constitute parachute payments,  including
              by reason of Section  280G(b)(4)(A)  of the Code,  and all 'excess
              parachute  payments' (within the meaning of Section  280G(b)(1) of
              the Code) shall be treated as subject to

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              Excise Tax Liability,  unless,  in the  reasonable  opinion of the
              Company's  tax  counsel  (as  confirmed  by  the  Executive's  tax
              counsel),  such excess  parachute  payments  represent  reasonable
              compensation for services  actually rendered within the meaning of
              Section 280G(b)(4)(B) of the Code, or are not otherwise subject to
              Excise Tax Liability,  and (ii) the value of any noncash  benefits
              or any  deferred  payment or benefit  shall be  determined  by the
              Company's  independent  auditors in accordance with the principles
              of  Sections  280G(d)(3)  and (4) of the  Code.  For  purposes  of
              determining  the amount of the  Gross-Up  Payment,  the  Executive
              shall  be  deemed  to pay  federal  income  taxes  at the  highest
              marginal rate of federal  income  taxation in the calendar year in
              which  the  Gross-Up  Payment  is to be made and  state  and local
              income taxes at the highest marginal rate of taxation in the state
              and locality of the residence of the Executive, net of the maximum
              reduction  in federal  income  taxes that could be  obtained  from
              deduction of such state and local taxes."

       7. A new  Section  26 is hereby  added to the  Agreement,  to read in its
entirety as follows:

              "26.  Effect  on  Employment  Agreement.   No  provision  of  this
              Agreement  shall limit the  Company's  obligation to make payments
              and provide benefits  otherwise  receivable by the Executive under
              the  Employment   Agreement,   including  under  Section  4(C)(ii)
              thereof, or any other agreement,  regardless of whether or not the
              Executive  exercises  his  right  to a  Discretionary  Termination
              hereunder."

       8. Except as specifically set forth above, all other terms and conditions
of the  Agreement  shall  continue in full force and effect,  unaffected by this
Amendment.  This Amendment shall be effective for all purposes immediately as of
the date first written above.


         IN WITNESS WHEREOF,  the Executive and the Company have set their hands
hereto as of the date above.

                                              SUPERIOR SERVICES, INC.



_________________________                     By:_________________________
 Executive                                          Joseph P. Tate
                                                    Chairman of the Board


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