exhibit 10. 8 amendment to the republic services, inc. 2007 stock incentive plan this amendment ( the “ amendment ” ), made effective as of the _ _ _ day of january, 2009, to the republic services, inc. 2007 stock incentive plan ( the “ plan ” ), by republic services, inc., a delaware corporation ( the “ company ” ). witnesseth : whereas, effective as of february 21, 2007, the company did establish the plan to enable the company to attract, retain, reward and motivate eligible individuals by providing them with an opportunity to acquire or increase a proprietary interest in republic and to incentivize them to expend maximum effort for the growth and success of the company, so as to strengthen the mutuality of the interests between the eligible individuals and the shareholders of republic ; whereas, the board of directors of the company reserved the right to amend said plan ; now, therefore, the plan shall be amended, effective as of january 1, 2009, as follows : 1. the definition of “ award ” under section 3 ( a ) of the plan is hereby amended to read as follows : ( a ) “ award ” means any common stock, option, performance share, performance unit, restricted stock, restricted stock unit, stock appreciation right or any other award granted pursuant to the plan. 2. the definition of “ dividend equivalent ” under section 3 ( p ) of the plan is hereby amended to read as follows : 1 exhibit 10. 8 amendment to the republic services, inc. 2007 stock incentive plan this amendment ( the “ amendment ” ), made effective as of the _ _ _ day of january, 2009, to the republic services, inc. 2007 stock incentive plan ( the “ plan ” ), by republic services, inc., a delaware corporation ( the “ company ” ). witnesseth : whereas, effective as of february 21, 2007, the company did establish the plan to enable the company to attract, retain, reward and motivate eligible individuals by providing them with an opportunity to acquire or increase a proprietary interest in republic and to incentivize them to expend maximum effort for the growth and success of the company, so as to strengthen the mutuality of the interests between the eligible individuals and the shareholders of republic ; whereas, the board of directors of the company reserved the right to amend said plan ; now, therefore, the plan shall be amended, effective as of january 1, 2009