EXHIBIT 10.1
                               FIRST AMENDMENT TO
                   PLAN OF COMPENSATION FOR OUTSIDE DIRECTORS

                     (Amendment adopted on November 8, 2006)


     The Plan of Compensation for Outside Directors, as adopted on August 8,
2006 (the "Plan") is amended as follows, effective as of November 8, 2006:

     1. The provision of the Plan captioned "Number of shares" in the "Annual
Compensation" section of the Plan is amended to read as follows:

     Number of shares     The option will be for a number of shares equal to
                          the quotient obtained by dividing (i) 3 times the
                          amount of cash compensation to be converted into an
                          option by (ii) the average closing price of Stericycle
                          stock during the period from the prior year's annual
                          meeting through the last trading day before the
                          current annual meeting.

     2. The provisions of the Plan captioned "Joining grant" and "Annual grant"
in the "Option Grants to New Director" section of the Plan are amended to read
as follows:

     Joining grant        A new director will receive two stock options upon
                          joining the Board.

                          The first option, for joining the Board, will be for a
                          number of shares equal to the quotient obtained by
                          dividing (i) 6 times the amount of the directors'
                          current cash compensation ($125,000) by (ii) the
                          average closing price of Stericycle stock during the
                          12-month period ending on the last trading day before
                          the director's election to the Board. The exercise
                          price of the option will be the closing price on the
                          day of the director's election, and one-fifth of the
                          option shares will vest on each of the first five
                          anniversaries of the director's election.

     Annual grant         The new director will also receive an option
                          reflecting his annual compensation as a director.

                          The option will be for a number of shares equal to a
                          pro rata portion of the quotient obtained by dividing
                          (i) 3 times the amount of the directors' current cash
                          compensation ($125,000) by (ii) the average closing
                          price of Stericycle stock during the 12-month period
                          ending on the last trading day immediately before the
                          director's election to the Board.


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                          The exercise price of the option will be the closing
                          price on the day of the director's election, and the
                          option will vest on the day of the next annual meeting
                          of stockholders.

                          The pro rata portion means a fraction, the numerator
                          of which is the number of months until the next
                          annual meeting of stockholders and the denominator of
                          which is 12.




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