Executive's Name:___________________________
                                                    Date:______________, 1998
                                    AMENDMENT
                                       TO
                KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT


             THIS AMENDMENT ("Amendment"), dated as of the date set forth
   above, supplements and amends the Key Employment and Severance Agreement,
   dated August 15, 1995 ("Agreement"), by and between SUPERIOR SERVICES,
   INC., a Wisconsin corporation ("Company"), and the named executive set
   forth above ("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(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 at any time during the
             ninety (90) day period commencing on and then after the
             occurrence of a Change in Control of the Company, as
             evidenced by the Executive's delivery to the Company of a
             Notice of Termination during such period (including
             simultaneously with the occurrence of a Change in Control
             of the Company), to terminate his employment hereunder for
             any reason whatsoever in his sole discretion, with or
             without good faith."

             2.   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 which is
             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 purposes of the payment of a
             Termination Payment under Section 9(b) hereof shall be the
             date the Notice of Termination is given to the Company, but
             for any and all other purposes (including for all purposes
             under all of the Executive's stock option agreements with
             the Company), the effective Termination Date for employment
             termination hereunder and for all other purposes shall be
             such date as is specified by the Executive in his Notice of
             Termination, provided that such specified date shall not be
             more than ninety (90) days after the date of the Change in
             Control of 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 Agreement.]

             3.   The first paragraph of Section 9(b) of the Agreement shall
   be amended and restated in its entirety as follows:

             "(b) Termination Payment.  The Termination Payment shall be
             an amount equal to the average of the Executive's annual
             total compensation reportable by the Company on Form W-2
             (i.e., base salary plus bonus amounts and all other taxable
             compensation) over the five (5) fiscal years of the Company
             immediately prior to the Change in Control of the Company
             (with such compensation annualized for any initial partial
             year of employment) multiplied by three (3); provided that
             if the Executive has been employed by the Company for less
             than three (3) years, then the Termination Payment shall be
             an amount equal to the highest amount of the Executive's
             annual total compensation for any year during the period of
             his employment by the Company prior to the Change in
             Control of the Company multiplied by three (3).  Except as
             otherwise provided herein, the Termination Payment shall be
             paid to the Executive in cash no later than ten (10)
             business days after the Termination Date; provided,
             however, the Termination Payment shall be paid to the
             Executive immediately upon receipt by the Company of a
             Notice of Termination relating to a Discretionary
             Termination (regardless of any differing effective date of
             the Executive's employment termination).  The Executive
             shall not be required to mitigate the amount of the
             Termination Payment by securing other employment or
             otherwise, nor will such Termination Payment be reduced by
             reason of the Executive securing other employment or for
             any other reason.

             [Remainder of Section 9(b) shall remain as written in the
             Agreement.]

             4.   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