EXHIBIT 10.12


                             SUPERIOR SERVICES, INC.
                       OUTSIDE DIRECTORS DEFERRED FEE PLAN

       1. Purpose.  The Superior  Services,  Inc. Outside Directors Deferred Fee
Plan (the "Plan") is intended to provide an incentive to members of the Board of
Directors of Superior Services,  Inc., a Wisconsin  corporation (the "Company"),
who are not employees of the Company ("Directors"),  to remain in the service of
the Company and increase their efforts for the success of the Company.  The Plan
supplements the terms of the Superior Services, Inc. 1996 Equity Incentive Plan.

       2. Definition.

       (a) "Actual Average  Borrowing Rate" shall mean the interest rate charged
by the Company's  commercial lenders, as adjusted from time to time, for amounts
drawn by the Company under its revolving credit facility.

       (b) "board" means the Boar of Directors of the Company.

       (c) "Committee" means the Compensation  Committee  appointed from time to
time by the Board.

       (d) "Deferral Election" means an election pursuant to Section 4 hereof to
defer receipt of Fees.

       (e) "Deferred Amounts" means the amounts credited to a Director's Account
pursuant  to a  Deferral  Election,  as well as any  interest  credited  to such
account under Section 4(c).

       (f) "Director"  means a member of the Board who is not an employee of the
Company.

       (g) "Director's Account" means the bookkeeping account established by the
Company to record the Deferred Amounts.

       (h) "Fees" means the annual  retainer  scheduled to be paid to a Director
for the  calendar  year for his or her services on the Board during the calendar
year plus any additional fees (including meeting and committee fees) earned by a
Director for his or her services on the Board during the calendar year.

       3. Administration.

       (a) The Plan shall be administered by the Committee.

       (b) Subject to the  express  provisions  of the Plan and any  limitations
under applicable law, the Committee shall have authority to interpret the Plan.

                                  
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       (c) Neither the Committee nor any member  thereof shall be liable for any
act, omission, interpretation,  construction or determination made in connection
with the Plan in good faith,  and the members of the Committee shall be entitled
to  indemnification  and  reimbursement  by the Company in respect of any claim,
loss,  damage or expense  (including  attorneys' fees) arising  therefrom to the
full extent  permitted by law and under any directors'  and officers'  liability
insurance that may be in effect from time to time.

       (d) A majority of the Committee shall  constitute a quorum,  and the acts
of majority of the members present at any meeting at which quorum is present, or
acts approved in writing by a majority of the Committee without a meeting, shall
be the acts of the Committee.

       4. Deferral Election.

       (a) In General.  Each Director may  irrevocably  elect  annually to defer
receiving  all of the Fees that would be otherwise  payable to such  Director in
cash.

       (b)  Timing of  Deferral  Election.  The  Deferral  Election  shall be in
writing and  delivered t the Secretary of the Company on or prior to December 31
of the  calendar  year  immediately  preceding  the  calendar  year in which the
applicable Fees are to be earned; provided,  however, that a Director may make a
Deferral Election with respect to Fees earned subsequent to such election during
the  thirty-day  period  immediately  following the  commencement  of his or her
directorship,  or, if later, during the thirty-day period immediately  following
the adoption by the Company of this Plan. A Deferral Election,  once made, shall
be irrevocable  for the calendar year with respect to which it is made and shall
remain in effect for  future  calendar  years  unless  modified  or revoked by a
subsequent  Deferral  Election.  A Deferral  Election  may be changed  only with
respect to fees earned subsequent to the effective date of such Election.

       (c) Cash Accounts.  A Director's  Account shall be credited  monthly with
interest at an annual rate equal to the Company's Actual Average  Borrowing Rate
during such month.

       (d)  Commencement  of  Payments.  Except as provided in Section  4(e),  a
Director's  Deferred  Amounts  shall be payable  commencing  on January 1 of the
first calendar year following the termination of his or her status as a director
due to resignation, retirement, death or otherwise.

       (e) Manner of Payment.  In his or her Deferral  Election,  each  Director
shall elect to receive a payment of his or her Deferred Amounts either in a lump
sum or in two to ten substantially equal annual installments.  In the event of a
Director's death,  payment of the remaining  portion of the Director's  Deferred
Amounts  will be made to the  Director's  beneficiary  in a lump  sum as soon as
practicable following the Director's death.

       (f)  Changes  With  Respect  to  Distributions.  With the  consent of the
Company,  a Director may (i) postpone the date on which Deferred  Amounts are to
become 

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payable  pursuant  to  subsection  (d) or (ii)  change  the  manner in which the
Deferred  Amounts are to be paid  pursuant to subsection  (e),  provided in each
case  that any such  change is made  prior to the  calendar  year in which  such
payments are to commence.

       (g) Hardship Distribution.  Notwithstanding any Deferral Election, in the
event of severe  financial  hardship to a Director  resulting  from a sudden and
unexpected  illness,  accident or  disability  of the Director or other  similar
extraordinary  and  unforeseeable  circumstances  arising  as a result  of event
beyond the  control of the  Director,  all as  determined  by the  Committee,  a
Director may withdraw any portion of his Deferred  Amounts by providing  written
notice to the Secretary of the Company.  Withdrawals  shall only be permitted to
the extent  reasonably  necessary to meet the  emergency  need due to the severe
financial hardship.

       (h) Designation of Beneficiary. Each Director or former Director entitled
to payment of Deferred  Amounts  hereunder  from time to time may  designate any
beneficiary or beneficiaries (who may be designated  concurrently,  contingently
or successively) to whom any such Deferred Amounts are to be paid in case of the
Director's  death before  receipt of any or all of such Deferred  Amounts.  Each
designation  will  revoke  all  prior  designations  by the  Director  or former
Director,  shall be in a form  prescribed by the Company,  and will be effective
only when filed by the Director or former Director,  during his or her lifetime,
in  writing  with the  Secretary  of the  Company.  Reference  in this Plan to a
Director's  "Beneficiary"  at any date shall include such persons  designated as
concurrent  beneficiaries on the Director's beneficiary designation form then in
effect.  In  the  absence  of any  such  designation,  a  Director's  or  former
Director's Deferred Amounts at the time of the Director's death shall be paid to
such Director's estate in a lump sum.

       5. No Assets.  No stock,  cash or other property will be deliverable to a
Director in respect of the Director's  Deferred  Amounts until the date or dates
identified pursuant to Section 4(d), and all Deferred Amounts shall be reflected
in one or more unfunded  accounts  established  for the Director by the Company.
Payment of the Company's  obligation will be from general funds,  and no special
assets  (stock,  cash or  otherwise)  have  been or will be set  aside  for this
obligation.

       6. Unsecured Creditor.  The right of a Director to receive payments under
Section 4 is that of a  general,  unsecured  creditor  of the  Company,  and the
obligation  of the Company to make  payments  constitutes  a mere promise by the
Company  to  pay  such  benefits  in  the  future.   Further,  the  arrangements
contemplated  by Section 4 are  intended to be unfunded for tax purposes and for
purposes of Title I of ERISA.

       7.  Term of Plan.  This Plan  shall  become  effective  as of the date of
approval of the Plan by the Board,  and shall remain in effect until  terminated
by the Board; provided, however, that Deferred Amounts may be delivered pursuant
to any Deferral  Election,  in accordance  with such election,  after the Plan's
termination.

       8. Amendments;  Termination.  The Board may, at any time and from time to
time,  alter,  amend,  suspend  or  terminate  the  Plan,  in  whole or in part;
provided,  however,  that 

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no amendments shall affect adversely any of the rights of any Director under any
election theretofore in effect under the Plan without such Director's consent.

       9. Retention as Director.  Nothing  contained in the Plan shall interfere
with or limit in any way the right of the  stockholders of the Company to remove
any Director from the Board  pursuant to the by-laws of the Company,  nor confer
upon any  Director  any right to  continue  in the  service of the  Company as a
Director.

       10. Nontransferability.  No right or interest of any Director in Deferred
Amounts shall be assignable or transferable during the lifetime of the Director,
either  voluntarily  or  involuntarily,  or subjected  to any lien,  directly or
indirectly,  by  operation  of law, or  otherwise,  including  execution,  levy,
garnishment,  attachment,  pledge or  bankruptcy.  In the event of a  Director's
death, a Director's rights and interests in his or her Deferred Amounts shall be
transferable by testamentary will or the laws of descent and  distribution.  If,
in the opinion of the  Committee,  a person  entitled to payments or to exercise
rights with  respect to the Plan is disabled  from caring for his or her affairs
because of mental condition,  physical condition or age, payment due such person
may be made to, and such rights shall be exercised by, such  person's  guardian,
conservator or other legal personal representative upon furnishing the Committee
with evidence satisfactory to the Committee of such status.

       11.  Governing Law. This Plan and all rights hereunder shall be construed
in accordance with, and governed by, the laws of the State of Wisconsin.

       12.  Headings.  The  headings  of  sections  and  subsections  herein are
included solely for convenience of reference and shall not affect the meaning of
any of the provisions of the Plan.

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