FIRST AMENDMENT TO THE CINTAS PARTNERS' PLAN
(Amended and Restated as of June 1, 1993)

THIS FIRST AMENDMENT, made and executed this _____ day of ____________, 1994, by CINTAS CORPORATION (hereinafter referred to as the "Employer").

W I T N E S S E T H:

WHEREAS, the Employer adopted its Profit Sharing Plan effective May 1, 1971 and its Employee Stock Ownership Plan (ESOP) effective June 1, 1989. The Employer amended, restated and consolidated the Profit Sharing Plan and ESOP into the Cintas Profit Sharing and Employee Stock Ownership Plan (the "Prior Plan") effective June 1, 1991. The Employer further amended and restated the Prior Plan as the Cintas Partners' Plan to add a 401(k) feature effective June 1, 1993 (the "Plan");

WHEREAS, Article 12 of the Plan allows the Employer to modify or amend the Plan in whole or in part; and

WHEREAS, the Employer desires to amend the Plan.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 10.2(a) of the Plan is deleted in its entirety. In its placed, the following is substituted:

"(a) Upon a Separation of Service of a Participant other than by reason of Retirement, Death or Disability, the vested portion of the Participant's Account shall be distributed as follows:

(1) If a Participant has reached the age of 55 years or has accumulated 15 Years of Service, a distribution to the Participant may commence as soon as practicable after the last day of the Plan Year in which the Participant incurs the Separation from Service. If the vested portion of a Participant's Account exceeds $3,500, the Participant may defer distribution to a time not later than his 65th birthday.

(2) If a Participant has not reached the age of 55 or has not accumulated 15 Years of Service at the time he incurs a Separation from Service and if the vested value of the Participant's account exceeds $3,500, (i) distribution may commence as soon as prac- ticable after the last day of the Plan Year in which the earlier of the following occurs:
(A) the Participant has been Separated from Service for 24 consecutive months following the Separation of Service or (B) the Partici- pant attains the age of 55 years or (ii) if the vested portion of a Participant's Account exceeds $3,500, the Participant may defer distribution to a time not later than his 65th birthday.

(3) If the vested value of the Participant's Account does not exceed $3,500 regardless of the Participant's age or years of service, distribution shall be made as soon as practi- cable after the last day of the Plan Year in which the Separation of Service occurs.

(4) Notwithstanding the above, if a Participant has violated any employment agreements with Cintas or an Affiliate, no distribution will occur prior to the Participant attaining age 55."

2. The effective date of the First Amendment shall be April 1, 1994.

IN WITNESS WHEREOF, the Employer has executed this FIRST AMENDMENT and otherwise ratifies and approves in all other respects its Plan as of the day and year first above written.

WITNESSES: CINTAS CORPORATION

BY:

ITS:

159065

SECOND AMENDMENT TO THE CINTAS PARTNERS' PLAN
(AMENDED AND RESTATED AS OF JUNE 1, 1993)

THIS SECOND AMENDMENT, made and executed this _________ day of _________, 1994, by CINTAS CORPORATION (hereinafter referred to as the "Employer").

W I T N E S S E T H:

WHEREAS, the Employer adopted its Profit Sharing Plan effective May 1, 1971 and its Employee Stock Ownership Plan ("ESOP") effective June 1, 1989. The Employer amended, restated and consolidated the Profit Sharing Plan and ESOP into the Cintas Profit Sharing and Employee Stock Ownership Plan (the "Prior Plan") effective June 1, 1991. The Employer further amended and restated the Prior Plan as the Cintas Partners' Plan to add a 401(k) feature effective June 1, 1993 (the "Plan");

WHEREAS, the Corporation desires to permit Participants to direct the investment of their Before-Tax Contribution, Matching Contributions and 401(k) Rollover Contributions; and

WHEREAS, the Corporation maintains the Cintas Corporation
401(k) Savings Plan for Former Maryatt Employees (the "Maryatt
401(k) Plan") and desires to merge the Maryatt 401(k) Plan into the Plan effective as of December 1, 1994;

WHEREAS, Article 12 of the Plan allows the Employer to modify or amend the Plan in whole or in part; and

WHEREAS, the Employer desires to amend the Plan as herein stated.

NOW, THEREFORE, the Plan is hereby amended as follows:

1. Section 2.1(b) of the Plan is amended by the addition of a new sentence at the end thereof to immediately follow the last sentence to read as follows:

Such Rollover Contributions shall be designated by the Employee or Member as a
401(k) Rollover Contribution or as a Profit Sharing Rollover Contribution at the time the Rollover Contribution is made.

2. Article 2 of the Plan is amended by the addition of a new Section 2.21A to immediately follow Section 2.21. Section 2.21A shall read as follows:

2.21A "Early Retirement Age" means the date upon which a Participant has attained the age of 55 years. Notwithstanding anything contained herein to the contrary, this provision shall only apply to Participants of the Plan who were participating in the Cintas Corporation 401(k) Savings Plan for Former Maryatt Employees (the "Maryatt 401(k) Plan") prior to December 1, 1994.

3. Section 2.47 of the Plan is amended by the addition of a new sentence at the end thereof to immediately follow the last sentence to read as follows:

A Rollover Contribution shall be designated by the Employee or Participant as a 401(k) Rollover Contribution or as a Profit Sharing Rollover Contribution at the time the Rollover Contribution is made.

4. Section 2.51 of the Plan is deleted in its entirety. In its place, the following is substituted:

2.51 "Trust Agreement" means any written agreement between Cintas and any Trustee or Trustees with respect to any portion of the Plan.

5. Section 2.53 of the Plan is deleted in its entirety. In its place, the following is substituted:

2.53 "Trust Fund" means all of the assets that are held by any Trustee or Trustees pursuant to any Trust Agreement.

6. Article 2 of the Plan is amended by the addition of a new Section 2.33A to immediately follow Section 2.33. Section 2.33A shall read as follows:

2.33A "Investment Fund" means any Investment Fund established by the Plan Administrator as an investment media for the Trust Fund. The Plan Administrator shall have the discretion to establish and terminate such funds as it shall deem appropriate.

7. Section 3.2 of the Plan is amended by providing that Participants may make the election to have Before-Tax Contributions made upon initial eligibility or thereafter as of March 1, June 1, September 1, or December 1 of each Plan Year or on such other dates as may be determined by the Plan Administrator.

8. Article 7 of the Plan is amended by the addition of a new Section 7.8 immediately following Section 7.7 to read as follows:

7.8 Investment of Contributions. Each Participant may elect to have his Before-Tax Contributions, Matching Contributions and 401(k) Rollover Contributions invested in increments of 1% of the total in any one or more of the Investment Funds. Each Participant may elect on such dates as may be determined by the Plan Administrator, to have the assets allocated to his Before-Tax Contributions, Matching Contributions and 401(k) Rollover Contributions Account in any Investment Fund transferred to any one or more other Investment Funds. Notwithstanding the foregoing, the Plan Administrator may impose re- strictions on transfers to and from any fund con- sisting of a guaranteed income contract. Each Participant may make the election described in the preceding sentences in the manner determined by the Plan Administrator upon becoming a Participant. The elections and transfers de- scribed may be changed on such dates as may be determined by the Plan Administrator. The Plan Administrator shall direct the Trustee to transfer monies or other property from the appropriate Investment Fund to the other Investment Fund as may be necessary to carry out the aggregate transfer transactions after the Plan Administrator has caused the necessary entries to be made in the Participants' Before-Tax Contributions, Matching Contributions and 401(k) Rollover Contributions Accounts in the Investment Funds, and has recon- ciled offsetting transfer elections, in accordance with the uniform rules therefore established by the Plan Administrator. A Participant's Profit Sharing Contributions, ESOP Contributions, Profit sharing Rollover Contributions, Transfer Contributions and After-Tax Contributions will be invested as directed by the Plan Administrator.

9. Section 7.8 of the Plan entitled "Participant Directed Investments" shall be renumbered as Section 7.9 and shall be amended to be entitled "Participant Directed Investments After Age 55."

10. Section 9.3 of the Plan is amended by the addition of a new subsection (d) immediately following subsection (c) to read as follows:

(d) Notwithstanding anything contained herein to the contrary, the vesting percentage of a Partici- pant who was a participant in the Cintas Corpora- tion 401(k) Savings Plan for Former Maryatt Employees (the "Maryatt 401(k) Plan") for all contributions made to the Maryatt 401(k) Plan prior to December 1, 1994 shall not be less than 100%. A Participant who was a participant in the Maryatt 401(k) Plan as of December 1, 1994 and who has at least three years of service with Cintas as of December 1, 1994 may irrevocably elect to have his vesting percentage for all future contributions be fully vested and nonforfeitable in lieu of the vesting schedule set forth in subsection (b) above.

11. Section 12.1 of the Plan is amended by deleting the last sentence thereof in its entirety and adding the following sentence:

Any such amendment shall become effective as of the date specified therein upon delivery of a written instrument authorized by the Board of Directors of Cintas and executed by an officer of Cintas.

12. The effective date of this Second Amendment shall be December 1, 1994 except where otherwise provided.

IN WITNESS WHEREOF, the Employer has executed this SECOND AMENDMENT and otherwise ratifies and approves in all the respects the Plan as of the day and year first above written.

WITNESSES: CINTAS CORPORATION

By:

Its:

213458

FIRST AMENDMENT TO THE CINTAS PARTNERS' PLAN
TRUST AGREEMENT
(AMENDED AND RESTATED AS OF JUNE 1, 1993)

THIS FIRST AMENDMENT, made and executed this _________ day of ____________, 1994, by CINTAS CORPORATION (hereinafter referred to as the "Company").

W I T N E S S E T H:

WHEREAS, the Company maintains the Cintas Partners' Plan (the "Plan") to provide certain retirement benefits to its Employees and to enable its Employees to acquire stock ownership interest in the Company;

WHEREAS, the Company entered into a Trust Agreement with The Fifth Third Bank (the "Trustee");

WHEREAS, Section 4.7 of the Trust allows the Company to modify, alter or amend the Trust, in whole or in part, in accordance with the expressed provisions of the Plan; and

WHEREAS, the Plan has been amended to provide for the Participants to direct the investment of Before-Tax, Matching and
401(k) Rollover Contributions and the Company desires to amend the Trust to permit such direction by Participants.

NOW, THEREFORE, the Trust is hereby amended as follows:

1. Section 2.1 of the Trust is deleted in its entirety. In its place, the following is substituted:

2.1 Creation of Trust. Profit Sharing, ESOP, Profit Sharing Rollover and Transfer Contributions (referred to collectively as the "Employer Contributions") shall be paid to the Trustee from time to time in accordance with the provisions of the Plan. All Employer Contributions and all investments thereof, together with all accumulations, accruals, earnings and income with respect thereto and amounts transferred from other tax qualified plans, shall be held by the Trustee in trust hereunder as the Trust Fund. The Trust Fund shall be invested by the Trustee pursuant to the provisions of this Article 2. The Plan Administrator may elect to permit Participant directed investments of the Employer Contributions or other contributions made to

the Plan including Before-Tax, Matching and 401(k) Rollover Contributions and may establish various Investment Funds as investment options for the Participants. In that event, the Plan Administrator will direct the Trustee to invest all contributions in the Investment Funds selected by the Participants. The Trustee from time to time, upon direction of the Plan Administrator, shall transfer cash in such amounts as the Plan Administrator may direct from any one of the Investment Funds to any other of the Investment Funds, as specified in the direction. The Trustee shall not be responsible for the maintaining of the records of Participants' Accounts under the Plan, for the administration of the Plan or for the computation of, or collection of, Employer contributions. The Trustee shall hold, invest, reinvest, manage, administer and distribute the Trust Fund, as directed by the Committee and as provided herein, for the exclusive benefit of Participants (and their Beneficiaries).

2. Section 2.3 of the Trust is amended by deleting the first sentence in its entirety and replacing it with the following:

Profit Sharing Contributions, After-Tax Contributions and Profit Sharing Rollover Contributions, and all earnings thereon, shall be invested and reinvested at the discretion of the Trustee.

3. The effective date of this First Amendment shall be December 1, 1994.

IN WITNESS WHEREOF, the Company has executed this FIRST AMENDMENT and otherwise ratifies and approves in all other respects the Trust as of the day and year first above written.

WITNESSES:                         CINTAS CORPORATION


_________________________          By: __________________________

_________________________          Its:__________________________

213449.1

CINTAS PARTNERS' PLAN TRUST AGREEMENT

THIS AGREEMENT, between CINTAS CORPORATION, a Washington

corporation (hereinafter referred to as the "Company"), and THE

FIFTH THIRD BANK (hereinafter referred to as the "Trustee") to be

effective as of June 1, 1993.

R E C I T A L S :

It is the policy of the Company to so finance and conduct

its operations as to provide certain retirement benefits to its

Employees and to enable its Employees to acquire stock ownership

interests in the Company. The Company previously adopted the

CINTAS CORPORATION PROFIT SHARING PLAN (the "Profit Sharing

Plan") and related Trust Agreement (the "Profit Sharing Trust")

effective as of May 1, 1971. The Company also adopted the CINTAS

CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN (the "ESOP") and

related Trust Agreement (the "ESOP Trust") effective as of June

l, 1989. Effective June 1, 1991, the Profit Sharing Plan and

ESOP were amended, restated, and consolidated into the CINTAS

PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN (the "Prior

Plan") and the Company amended, restated, and consolidated the

Profit Sharing Trust and the ESOP Trust into the CINTAS PROFIT

SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN TRUST (the "Prior

Trust").

Effective June 1, 1993, the Company amended and restated the

Prior Plan into the Cintas Partners' Plan (the "Plan") to enable

employees who qualify as participants to make before-tax

contributions to the Plan. The Company hereby amends and

restates the Prior Trust into the CINTAS PARTNERS' PLAN TRUST

AGREEMENT.

ARTICLE 1

DEFINITIONS

Capitalized terms not defined herein shall have the meaning

set forth in the Plan. Each gender includes the other, and the

singular includes the plural.

ARTICLE 2

TRUST FUNDS

2.1 Creation of Trust. Employer contributions shall be

paid to the Trustee from time to time in accordance with the

provisions of the Plan. All Employer contributions and all

investments thereof, together with all accumulations, accruals,

earnings and income with respect thereto and amounts transferred

from other tax-qualified plans, shall be held by the Trustee in

trust hereunder as the Trust Fund. The Trust Fund shall be

invested by the Trustee pursuant to the provisions of this

Article 2. The Trustee shall not be responsible for the

maintaining of the records of Participants' Accounts under the

Plan, for the administration of the Plan or for the computation

of, or collection of, Employer contributions. The Trustee shall

hold, invest, reinvest, manage, administer and distribute the

Trust Fund, as directed by the Committee and as provided herein,

for the exclusive benefit of Participants (and their

Beneficiaries).

2.2 Investment of ESOP Contributions.

(a) As directed by the Committee, the Trustee shall

invest and reinvest the ESOP Contributions, and all earnings

thereon, primarily in Stock, in accordance with the terms of

the Plan and this Agreement. The Trustee may invest and hold

up to 100% of the ESOP Contributions in Stock, if so

directed by the Committee. Subject to Article 7 of the

Plan, the Trustee may dispose of Stock only if so

specifically directed in writing by the Committee with the

approval of the Company's Board of Directors.

(b) As directed by the Committee, the Trustee may also

invest ESOP Contributions not invested in Stock in various

deposit accounts offered by any bank (including the Trustee)

or savings and loan association or invest in other

securities or investments desirable for the Trust; or such

assets may be held temporarily in cash.

(c) In addition to any other investments proper under

the Trust, the Trustee shall, after receiving written direc-

tion from the Committee, from time to time invest all or any

part of the ESOP Contributions not invested in Stock in one

or more group trusts or collective investment funds now

existing or hereafter established (including, without

limitation, funds now or hereafter established by the

Trustee) that contemplate the commingling for investment

purposes of the assets of the Trust with trust assets of

other employee benefit plans (as defined in ERISA) that are

qualified under Section 401(a) of

the Code and established by other businesses, institutions

and organizations. The provisions of the declaration of

trust creating any group trust or collective investment fund

in which all or any part of the Trust Fund is invested, as

in force and effect at the time of the investment and as

thereafter amended, are hereby adopted and made a part

hereof, and any part of the Trust Fund so invested shall be

subject to all of the provisions, as in effect at the time

of the investment and as thereafter amended, of any declara-

tion of trust creating any group trust or collective

investment fund. The Trustee shall, after receiving written

approval from the Committee, from time to time withdraw from

the group trust or collective investment fund all or any

part of the Trust Fund as the Trustee may deem advisable.

(d) The Committee shall assume the responsibility and

liability for the prudence of investments directed by it

under this Section 2.2. The Committee may delegate to the

Trustee the responsibility for investing ESOP Contributions

that are not invested in Stock. Any such delegation shall

be in writing and shall be subject to the written consent of

the Trustee.

(e) In the event that the Trustee is directed to

dispose of any Stock held as an asset of the Trust Fund

under circumstances that require registration or

qualification of the securities under applicable federal or

state securities laws, then the Company, at its own expense,

will take, or cause to

be taken, any and all such actions as may be necessary or

appropriate to effect such registration or qualification.

(f) Notwithstanding any other provision of this Agree-

ment or the Plan, whenever the Trustee is subject to

direction from the Committee, it shall be subject only to

proper written directions of the Committee that are made in

accordance with the provisions of this Agreement and the

Plan and that are not contrary to Title I of ERISA.

2.3 Investment of Other Contributions. Profit Sharing

Contributions, Before-Tax Contributions, Matching Contributions,

After-Tax Contributions, Rollover Contributions, and all earnings

thereon shall be invested and reinvested at the discretion of the

Trustee. Such investments and reinvestments may include, but not

be limited to the following: any type of security, including but

not necessarily limited to common stocks or preferred stocks;

open-end or closed-end mutual funds; corporate bonds, debentures,

convertible debentures; commercial paper; bankers' acceptances

and certificates of deposit; U.S. Treasury bills, notes and

bonds; improved or unimproved real estate located in the United

States; participation in any common trust fund or commingled fund

for the investment of qualified pension and profit sharing plan

assets which may be established and maintained from time to time

by a bank, which fund or funds are hereby adopted and made a part

of the Plan of which this Trust is a part. In addition to those

powers set forth above, the Trustee shall have the power to

invest and reinvest the Trust Fund and shall serve as "Investment

Manager" of

the Plan as provided in ERISA, but subject to the written

direction of the Committee on the naming of another such

Investment Manager in writing pursuant to Section 2.4.

2.4 Named Fiduciaries. The Employer identifies the Trustee

and the Committee as "Named Fiduciaries." The Committee shall

have the sole and exclusive responsibility (other than that

herein specifically conferred upon the Trustee) for establishing

and carrying out the funding policy an the methods of funding as

set forth in the Plan, this Trust Agreement and the rules and

regulations if any, adopted by the Committee, all of which shall

be consistent with ERISA and all regulations promulgated

thereunder. The Committee shall have the sole discretion to

allocate and to delegate by written communications directed to

the Employer and the Trustee, any or all of its fiduciary

responsibilities, to a person designated by it. An Investment

Manager may be named by the Committee as provided in ERISA

Section 402(c)(3) without necessity of an amendment to the Trust

Agreement after prior written notice to the Employer and all

Named Fiduciaries. By executing this Trust Agreement, each Named

Fiduciary specifically consents to begin a Named Fiduciary within

the meaning of ERISA.

ARTICLE 3

TRUSTEE'S POWERS AND DUTIES

3.1 Trustee's Powers. Subject to the provisions of

Article 2 hereof, and except as otherwise provided in the Plan,

the Trustee shall have full power to do all such acts, take all

such

proceedings and exercise all such rights and privileges, whether

herein specifically referred to or not, as could be done, taken

or exercised by the absolute owner thereof, including, but

without in any way limiting or impairing the generality of the

foregoing, the following powers and authority with respect to the

assets of the Trust Fund:

(a) To retain the same for such period of time as the

Trustee in its sole discretion shall deem prudent;

(b) To sell the same, either at public or private

sale, at such time or times and on such terms and conditions

as the Trustee shall deem prudent;

(c) To consent to or participate in any plan for the

reorganization, consolidation or merger of any corporation,

the security of which is held in the Trust, and to pay any

and all calls and assessments imposed upon the owners of

such securities as a condition of their participating there-

in. In connection therewith, to consent to any contract,

lease, mortgage, purchase or sale of property, by or between

such corporation and any other corporation or person;

(d) To exercise or dispose of any right the Trustee

may have as holder of any security to convert the same into

another or other securities, or to acquire any additional

security or securities, to make any payments, to exchange

any security or to do any other act with reference thereto

which the Trustee may deem prudent;

(e) To deposit any security with any protective or

reorganization committee, and to delegate to such committee

such power and authority with relation thereto as the Trust-

ee may deem prudent, and to agree to pay and to pay out of

the Trust such portion of the expenses and compensation of

such committee as the Trustee may deem proper;

(f) To renew or extend the time of payment of any

obligation due or becoming due;

(g) To grant options to purchase any property;

(h) To compromise, arbitrate or otherwise adjust to

settle claims in favor of or against the Trust, and to

deliver or accept in either total or partial satisfaction of

any indebtedness or other obligation any property, and to

continue to hold same for such period of time as the Trustee

may deem appropriate;

(i) To exchange any property for other property upon

such terms and conditions as the Trustee may deem proper,

and to give and receive money to effect equality in price;

(j) To execute and deliver any proxies or powers of

attorney to such person or persons as the Trustee may deem

proper, granting to such person such power and authority

with relation to any property or securities at any time held

for the Trust as the Trustee may deem proper;

(k) To foreclose any obligation by judicial proceed-

ings or otherwise;

(l) To sue or defend in connection with any and all

securities or property at any time received or held for the

Trust, all costs and attorneys' fees in connection therewith

to be charged against the Trust;

(m) To manage any real property in the same manner as

if the Trustee were the absolute owner thereof;

(n) To borrow money, with or without giving security

as permitted by Section 4975 of the Code;

(o) To cause any securities held for the Trust to be

registered and to carry any such securities in the name of a

nominee or nominees;

(p) To hold such portion of the Trust as the Trustee

may deem necessary for the ordinary administration of the

Trust and disbursement of funds as directed in Section 3.2

in cash, without liability for interest, by depositing the

same in any bank, including the Trustee bank, subject to the

rules and regulations governing such deposits, and without

regard to the amount of any such deposits;

(q) To invest in life insurance contracts on the lives

of key employees of the Employer, payable on death to the

Trustee as beneficiary. (Such insurance contracts shall be

vested exclusively in the Trustee for the benefit of the

Trust as a whole and shall not be distributed in kind to a

Participant in satisfaction of any interest he may have in

the Trust Fund);

(r) To buy, sell, and deal in options as writer of

call options against securities, stocks, convertible pre-

ferred stocks, convertible bonds and warrants, which are

owned by the Trust, to repurchase written call options in a

closing transaction, to deliver the securities for cash if

the option is exercised, to buy put options for securities,

stocks, convertible preferred stocks, convertible bonds and

warrants, which are owned by the Trust, to resell put op-

tions in a closing transaction and to deliver the securities

for cash if the option is exercised;

(s) To cause all or any funds of the Trust to be

invested and reinvested through the medium of any common,

collective or commingled trust fund now or hereafter esta-

blished and maintained by the Trustee, including, but not

limited to, any such common, collective or commingled trust

fund which is qualified under Section 401(a) of the Code.

To the extent of the participation of the Trust Fund in any

such common, collective or commingled trust fund, such

common collective or commingled trust fund is hereby adopted

and made a part of the Plan of which this Trust is a part,

and any funds of this Trust invested in any of such common,

collective or commingled trust funds shall be subject to all

the provisions thereof, as the same may be amended from time

to time;

(t) To vote in person or by proxy (but subject to

Section 3.1(a) if applicable), any stocks, bonds or other

securities held hereunder;

(u) To employ or consult with such legal counsel,

accountants, brokers, custodians and other agents as it

shall deem advisable and to deposit any or all of the Trust

Fund with any such agent to be held by it for the Trustee

upon such terms and conditions as the agent and Trustee

agree and to pay reasonable expenses and compensation for

all of such services.

3.2 Nominees; Security Depositories. The Trustee may

register any Stock or other property held by it as assets of the

Trust Fund hereunder in its own name or in the name of its

nominees in book entry form, with or without the addition of

words indicating that such securities are held in a fiduciary

capacity, and may hold any securities in bearer form; but the

books and records of the Trustee shall at all times reflect that

all such investments are part of the Trust. Securities of the

Trust Fund deposited with the Trustee shall be held by it, or,

except with respect to Stock, in the sole discretion of the

Trustee may be placed in a registered security depository.

3.3 Records. The Trustee shall keep accurate and detailed

accounts of all investments, receipts and disbursements and other

transactions of the Trust, and all accounts, books and records

relating thereto shall be open to inspection by any person

designated by the Committee or the Company at all reasonable

times. The Trustee shall maintain such records, make such

computations and perform such ministerial acts as agreed to by

the Committee and the Trustee from time to time.

3.4 Reports. Within a reasonable period of time after the

close of each Plan Year or following the removal or resignation

of the Trustee, and as of any other date specified by the

Committee, the Trustee shall file a report with the Committee.

This report shall (i) show all purchases, sales, receipts,

disbursements and other transactions effected by the Trustee

during the year or period for which the report is filed,

(ii) contain an exact description, the cost as shown on the

Trustee's books and the fair market value, as of the end of such

period, of every asset held in the Trust and (iii) set forth the

amount and nature, as of the end of such period, of each

liability of the Trust.

3.5 Distributions. The Trustee shall make distributions

from the Trust to the person entitled thereto under the Plan at

such times and in such amounts of Stock or cash as the Committee

directs in writing. Any undistributed portion of a Participant's

Account under the Plan shall be retained in the Trust until the

Committee directs its distribution. If distribution is directed

in Stock, the Committee shall cause the Company to issue an

appropriate stock certificate to the person entitled thereto, to

be delivered to such person by the Committee. Any cash

distribution shall be made by the Trustee's furnishing its check

to the Committee for delivery to the Participant (or

Beneficiary).

ARTICLE 4

MISCELLANEOUS

4.1 Trustee Compensation. The Trustee shall be entitled to

receive reasonable compensation for its services as Trustee

hereunder at the rate provided for in its Schedule of Fees, if

any, from time to time in force and effect. Employer shall pay

to the Trustee reasonable compensation for its services as

Trustee hereunder at the rate provided for in its Schedule of

Fees from time to time in effect. The Trustee shall have a lien

on the Trust Fund for such compensation and for any reasonable

expenses, including attorneys' fees, and the same may be with-

drawn from the Trust Fund if not paid within a reasonable time by

the Employer. No compensation (other than reasonable expenses)

shall be paid to a Trustee who is a full time employee of the

Employer.

4.2 Non-Alienation or Assignment. None of the benefits

under the Plan are subject to the claims of creditors of Parti-

cipants, or of retired Participants, or of disabled Participants

or their Beneficiaries, and will not be subject to attachment,

garnishment, or any other legal process whatsoever. Neither a

Participant, a retired Participant, a disabled Participant nor

his Beneficiaries may assign, sell, borrow on, or otherwise

encumber any of his beneficial interest in the Plan and Trust

Fund, nor shall any such benefits be in any manner liable for or

subject to the deeds, contracts, liabilities, engagements or

torts of any Participant, retired Participant, disabled Partici-

pant, or Beneficiary who shall become bankrupt or attempt to

anticipate, sell, alienate, transfer,

pledge, assign, encumber or charge any benefit specifically

provided for herein.

4.3 Impossibility of Diversion. Anything herein to the

contrary notwithstanding, it shall be impossible by operation of

the Plan or of the Trust, by natural termination of either, by

power of revocation or amendment, by the happening of any contin-

gency, by collateral arrangement, upon the complete discon-

tinuance of contributions under the Plan or by any other means,

for any part of the corpus or income of the Trust Fund maintained

pursuant to the Plan, or any funds contributed thereto to be used

for, or diverted to, purposes other than the exclusive benefit of

Participants, former Participants or their Beneficiaries.

4.4 Signatures. All communications required hereunder from

the Company or the Committee to the Trustee shall be in writing

signed by an officer of the Company or a member of the Committee

authorized to sign on its behalf. The Committee shall authorize

one or more of its members to sign on its behalf all

communications required hereunder between the Committee and the

Trustee. The Company shall at all times keep the Trustee advised

of the names and specimen signatures of all members of the

Committee and the individuals authorized to sign on behalf of the

Committee. The Trustee shall be fully protected in relying on any

such communication and shall not be required to verify the

accuracy or validity thereof unless it has reasonable grounds to

doubt the authenticity of any signature. If, after request, the

Trustee does not receive instructions from the Committee on any

matter on which instructions

are required hereunder, the Trustee shall act or refrain from

acting as it may determine.

4.5 Expenses. The reasonable expenses incurred by the

Trustee in the performance of its duties, and all other proper

administrative costs of the Plan and Trust, shall be charged to

and paid from the Trust Fund unless paid by the Company. The

Trustee shall be entitled to such reasonable compensation for its

services as shall be agreed to between the Company and the

Trustee.

4.6 Liability of Trustee. The Trustee shall not be liable

for any loss to or diminution in value of Stock held as assets of

the Trust Fund or for any action it takes or refrains from taking

in accordance with proper directions of the Committee. The

Company shall indemnify and hold harmless the Trustee, to the

extent permitted by law, against any and all claims, loss,

damages or expenses including legal fees and other expenses of

litigation and liability arising from any action or failure to

act, except for such liability or expense as may result by reason

of the Trustee's own negligence, willful misconduct or bad faith.

The Trustee shall not be required to pay interest on any portion

of the Trust Fund that is held uninvested at the direction of the

Committee.

4.7 Amendment and Termination. The Company (through its

Board of Directors) shall have the right at any time, by an

instrument in writing, duly executed and delivered to the

Trustee, to modify, alter or amend this Agreement, in whole or in

part, and to terminate the Plan and Trust, in accordance with the

express provisions of the Plan. In no event, however, shall the

duties,

powers or liabilities of the Trustee hereunder be changed without

its prior written consent.

4.8 Resignation or Removal of Trustee. The Trustee may

resign at any time upon sixty (60) days' written notice to the

Company. The Trustee may be removed at any time by the Company

upon written notice to the Trustee. Upon resignation or removal

of the Trustee, the Company's Board of Directors shall appoint a

successor trustee or trustees. The successor trustee shall have

the same powers and duties as are conferred upon the Trustee

hereunder. In the event of the replacement of the Trustee by a

successor trustee, the Trustee shall assign, transfer and pay

over to such successor trustee all of the assets of the Trust,

net of any fees and expenses not paid by the Company, together

with such records or copies thereof as may be necessary to the

successor trustee.

4.9 Acceptance. The Trustee hereby accepts this Trust and

agrees to hold the initial assets of the Trust Fund, and all

additions and accretions thereto, subject to all the terms and

conditions of the Plan and this Agreement. In no event that any

provision of this Agreement shall be held illegal or invalid for

any reason, the illegality or invalidity thereof shall not affect

the remaining provisions of this Agreement, but shall be fully

severable, and the Agreement shall be construed and enforced as

if the illegal or invalid provision had never been inserted

herein.

4.10 Choice of Law. This Agreement shall be administered,

construed and enforced according to the laws of the State of Ohio

(without regard to its principles of conflict of laws) and the

laws of the United States of America (to the extent that they

preempt State law or are otherwise applicable).

This Agreement shall be known as the "CINTAS PARTNERS' PLAN

TRUST AGREEMENT."

IN WITNESS WHEREOF, the parties hereto have hereunto set

their hands as of the day and year first above written.

WITNESSES: CINTAS CORPORATION

BY:
ITS:

THE FIFTH THIRD BANK

BY:
ITS:

25090

CINTAS PARTNERS'
PLAN TRUST AGREEMENT

(Amended and Restated as of June 1, 1993)

                        TABLE OF CONTENTS


                                                             PAGE


ARTICLE 1  DEFINITIONS  . . . . . . . . . . . . . . . . . . .   2

ARTICLE 2  TRUST FUNDS  . . . . . . . . . . . . . . . . . . .   2
     2.1   Creation of Trust  . . . . . . . . . . . . . . . .   2
     2.2   Investment of ESOP Contributions . . . . . . . . .   3
     2.3   Investment of Other Contributions  . . . . . . . .   5
     2.4   Named Fiduciaries  . . . . . . . . . . . . . . . .   6
     3.1   Trustee's Powers . . . . . . . . . . . . . . . . .   6
     3.2   Nominees; Security Depositories  . . . . . . . . .  11
     3.3   Records  . . . . . . . . . . . . . . . . . . . . .  11
     3.4   Reports  . . . . . . . . . . . . . . . . . . . . .  12
     3.5   Distributions  . . . . . . . . . . . . . . . . . .  12

ARTICLE 4  MISCELLANEOUS  . . . . . . . . . . . . . . . . . .  13
     4.1   Trustee Compensation . . . . . . . . . . . . . . .  13
     4.2   Non-Alienation or Assignment . . . . . . . . . . .  13
     4.3   Impossibility of Diversion . . . . . . . . . . . .  14
     4.4   Signatures . . . . . . . . . . . . . . . . . . . .  14
     4.5   Expenses . . . . . . . . . . . . . . . . . . . . .  15
     4.6   Liability of Trustee . . . . . . . . . . . . . . .  15
     4.7   Amendment and Termination  . . . . . . . . . . . .  15
     4.8   Resignation or Removal of Trustee  . . . . . . . .  16
     4.9   Acceptance . . . . . . . . . . . . . . . . . . . .  16
     4.10  Choice of Law  . . . . . . . . . . . . . . . . . .  17

TRUST AGREEMENT

This Trust Fund Agreement is made by and between Cintas

Corporation, having its principal place of business in

Cincinnati, Ohio (the "Employer"), and SCUDDER TRUST COMPANY,

having its principal place of business in Salem, New Hampshire,

(the "Trustee").

WHEREAS, the Employer has established a retirement plan, the

Cintas Partners' Plan (the "Plan") for its employees pursuant to

Internal Revenue Code, (the "Code"), Section 401(a);

WHEREAS, Scudder Trust Company has accepted its appointment

as Trustee for this Plan;

WHEREAS, a Plan Administrator has been appointed to

administer the Plan (the "Plan Administrator"); and

WHEREAS, under the Plan, funds to be invested in the Trust

will be contributed to the Trustee, which funds will constitute a

Trust Fund to be held for the exclusive benefit of the

participants in the Plan or their beneficiaries, including

payment of certain expenses.

NOW, THEREFORE, in consideration of these premises and of

the mutual covenants contained in this document, the Employer

agrees as follows:

1. Trust Fund.

The Trustee shall open and maintain a Trust Fund for the

Plan. The assets of the Trust Fund may be segregated into

individual accounts or pooled as specified by the Employer

pursuant to the

Plan. In no event may any segregation of assets require their

physical separation.

All contributions to the Trust Fund, any assets into which

such contributions shall be invested or reinvested, any transfers

to the Trust Fund, and any earnings on the assets into which

contributions or transfers are reinvested, shall be referred to

in this Trust Fund Agreement as the "Trust Fund."

The assets of the Trust Fund shall be held for the exclusive

benefit of employees or former employees of the Employer, or

their beneficiaries, or for the payment of expenses of

administering the Plan.

Any assets in the Trust Fund may be registered in the name

of the Trustee or any suitable nominee designated by the Trustee.

The Trust Fund shall be administered separately from any

other plan of the Employer and any other Trust of the Plan and

shall not include any assets of any other plan of the Employer

unless those assets are transferred pursuant to the Plan from

another plan by an employee of the Employer.

2. Investment of the Trust Fund.

(a) The Trust Fund shall be solely invested and reinvested

pursuant to the Plan and the Trustee shall have no

investment discretion regarding any assets of the Plan.

In no case without the consent of the Trustee, which

consent shall not be unreasonably withheld, will the

Trust Fund be invested in assets other than investment

companies managed by Scudder, Stevens & Clark, Inc.,

the Scudder Managed GIC Trust, the Scudder Managed

Retirement Trust, the Scudder Stock Index Fund, or

Employer Stock.

(b) The Trustee shall have full power and authority to

invest and reinvest in any property specified in the

instructions communicated by the Plan Administrator to

the Trustee. The Plan Administrator and the Trustee

may also adopt procedures permitting Participants to

convey their investment instructions directly to the

Trustee.

(c) The Trustee may invest in one or more collective

investment trusts (including, without limitation, any

such trusts administered by the Trustee or any

affiliate of the Trustee) organized for the collective

investment of assets of employee pension or profit

sharing trusts, as long as each such collective

investment trust constitutes a qualified trust under

the applicable provisions of the Code, and while any

portion of the Trust is so invested, such collective

investment trusts shall constitute part of the Plan,

and the instrument creating such trusts shall

constitute part of this Trust Fund Agreement.

(d) The Trustee may rely conclusively on any investment

instructions communicated to the Trustee by the Plan

Administrator (or any other party authorized to make

investment decisions under the Plan) and shall have no

responsibility to see that the investment instructions

comply with the terms of the Plan. However, if the

Trustee receives any instructions from the Plan

Administrator or any other party with investment

discretion that appear to the Trustee in its sole

discretion to be incomplete or unclear, the Trustee

shall not be required to act on such instructions and

may hold uninvested any assets of the Plan without

liability until suitable instructions are received.

(e) If the investment instructions are incomplete or

unclear, the Trustee must notify the Plan Administrator

within three business days.

(f) In the absence of proper investment direction, the

Trustee shall not be liable for interest or market loss

on any cash balances maintained in the Trust Fund.

3. Contributions.

(a) All contributions to the Trust Fund shall be in cash

unless the Trustee agrees otherwise. In such a case,

the Trustee shall be under no duty to accept

contributions in any other form unless pursuant to

prior and specific written consent by the Trustee.

(b) Whenever the Employer makes a contribution on behalf of

a participant, the Plan Administrator shall ascertain

that the participant or other party with investment

discretion has received a copy of the current

prospectus

relating to the shares of any outside Investment

Company in which such contribution is to be invested,

plus, where required by any state or federal law, the

current prospectus relating to any other outside

investment in which contributions may be invested.

(c) The Trustee shall not receive a contribution on behalf

of a participant unless forwarded to the Trustee by the

Plan Administrator.

(d) If contributions and investment instructions are to be

sent by mechanical means, it shall be the

responsibility of the Plan Administrator to determine

in advance that such means are acceptable to the

Trustee. In the absence of such advance notice, any

incompatible transmission shall be considered an

incomplete or unclear instruction to the Trustee under

Section 2(d) of this Agreement.

(e) The Trustee shall have no responsibility for

determining that contributions submitted by the Plan

Administrator comply with the terms of the Plan.

4. Distributions.

(a) The Trustee shall make, or cause to be made,

distributions from the Trust Fund as the Plan

Administrator authorizes in writing, or any other means

acceptable to the Trustee. Such authorization shall be

deemed to be a representation from the Plan

Administrator that:

(i) the distribution is for the exclusive benefit of

the Participants or former Participants of the

Plan or their beneficiaries;

(ii) the distribution is made pursuant to the terms of

the Plan and that the participant has received any

notices or other necessary document(s) pursuant to

the requirements of the Plan or any applicable

law; or

(iii) the distribution is for the payment of

reasonable and necessary expenses of

administering the Plan.

(b) At the Trustee's option, the Trustee may make

distributions from the Trust Fund to the Plan

Administrator, or another party, who acts as payor for

the Plan.

(c) The Plan Administrator shall maintain the files of

beneficiary designations, unless the Trustee agrees to

maintain such files.

(d) The Trustee shall not be liable for determining the

propriety of any distribution made upon an order of the

Plan Administrator which complies with subsection (a)

of this section.

5. The Plan Administrator.

(a) The Employer shall be the Plan Administrator, unless

the Employer designates another person or persons.

(b) The Plan shall be administered by the Plan

Administrator as provided for in the Plan, and the

Trustee shall have no duties with respect to the

administration of the Plan.

(c) The Plan Administrator shall furnish the Trustee with

certificates naming the person or persons authorized to

give instructions on behalf of the Plan Administrator,

and provide specimens of their signatures. All

requests, directions, requisitions for money and

instructions by the Plan Administrator to the Trustee

shall be in writing (or any other means acceptable to

the Trustee) and signed by such person or persons as

the Plan Administrator may designate from time to time.

Such orders may be standing requests, directions,

requisitions, or instructions but they shall be

contingent upon the Trustee's determination that they

are administratively feasible.

(d) The Plan Administrator shall keep custody of

beneficiary forms.

6. The Employer.

(a) Any pertinent vote or resolution of the Board of

Directors of the Employer shall be certified to the

Trustee over the signature of the Secretary or an

Assistant Secretary of the Employer and under the

Employer's corporate seal.

(b) Notwithstanding anything to the contrary in this

Document, if the Plan is properly terminated according

to the original Plan's terms and conditions after the

Employer receives a determination letter from the

Director of the Internal Revenue Service stating that

the Plan initially fails to qualify under Section

401(a) of the Internal Revenue Code, the Employer

reserves the right to direct the Trustee by an action

of the Employer's Board of Directors to transfer the

Trust Fund to the Employer, subject to claims against

the Trust Fund for administrative expenses. The

Employer shall direct the Trustee to transfer to the

employees the portion of the Trust Fund the Plan

requires to be transferred to employees on account of

their contributions. The Trustee shall not be

responsible for the Trust Fund after the distribution

pursuant to the Employer's direction. If such

termination ceases to be possible, this section shall

be of no further force or effect.

7. The Trustee.

(a) The Trustee shall keep accurate and detailed accounts

of all investments, receipts and disbursements and

other transactions, and all books and records relating

to these transactions shall be open at all reasonable

times to

inspection and audit by any person or persons the Plan

Administrator or the Employer designates.

(i) The Trustee shall keep the accounts pooled or

individually segregated, as the Plan Administrator

may direct pursuant to the Plan. The Trustee

shall provide any report required under this

Agreement on an account by account basis as the

accounts have been established pursuant to the

direction of the Plan Administrator.

(ii) Unless the Trustee and Plan Administrator agree

otherwise in writing, for purposes of calculating

gain or loss and recording contributions, the

Trustee shall provide account records on a

periodic basis to the Plan Administrator or such

person as the Plan Administrator may delegate in

writing.

(iii) Participant loan records shall be maintained

and reported in a manner agreed upon in

writing by the Employer and the Trustee. In

no event shall any participant loan notes be

held by the Trustee.

(b) The Trustee shall have no duty to take any action other

than as specified in this Agreement, unless the Plan

Administrator or, in the case of investment decisions,

any other party authorized to make investment

decisions, furnishes the Trustee with instructions in

the proper form, and the instructions have been

specifically agreed to by the Trustee. In addition,

the Trustee shall have no duty to defend or engage in

any suit unless the Trustee has first agreed to do so

in writing and has been fully indemnified to its

satisfaction.

(c) The Trustee may conclusively rely upon and shall be

protected in acting in good faith upon any written

representation or order or other form of communication

acceptable to the Trustee, from the Plan Administrator,

or, in the case of investment decisions, any other

party authorized to make investment decisions, or any

other notice, request, consent, certificate or other

instrument or paper which the Trustee believes to be

genuine and properly executed, or any instrument or

paper if the Trustee believes the signatures on the

instrument or paper to be genuine.

(d) The Trustee shall have no investment responsibility.

(e) The Trustee shall have no responsibility to ensure that

the Plan is, or continues to be a qualified plan, and

the Employer agrees to indemnify the Trustee for any

estate or income taxes which may be due if the plan is

ever disqualified.

(f) The Trustee shall deliver, or cause to be executed and

delivered, to the Plan Administrator or to such

individual(s) designated by the Administrator all

notices, prospectuses, financial statements, proxies

and proxy soliciting materials received by the Trustee

relating to securities held by the Trust. If the

materials are to be delivered to the Administrator, and

the Administrator is not entitled to make investment

decisions under the Plan, the Administrator shall

deliver these to the individual(s) entitled to make

investment decisions under the Plan. The Trustee shall

vote any securities held by the Trustee in accordance

with the written instructions of the individual(s)

entitled to make decisions under the Plan. Such

instructions shall be delivered to the Trustee by the

Administrator, or such other person(s) designated by

the Administrator. If, however, the Trustee has not

received instructions for voting the securities before

two full business days prior to the meeting at which

the securities are to be voted, the Trustee shall not

vote the securities unless they are shares of an

Investment Company sponsored by Scudder, Stevens &

Clark, Inc. or its successor, in which case, the

Trustee shall be entitled to vote the shares of such an

Investment Company. The Trustee shall vote either in

person or by proxy, for or against each proposal, or

abstain from voting on each proposal, in the same

proportion as all other shares of the Investment

Company vote or abstain from voting at the shareholder

meeting. However, the Trustee is not required to vote

particular shares of such Investment Company if all of

the shares of the Investment Company to which the

Trustee has not received instructions are voted in the

aggregate in the same proportion as all other shares of

the Investment Company vote or abstain from voting.

Notwithstanding the foregoing, in order for the Trustee

to vote shares of an Investment Company without

instructions from the person or persons entitled to

make investment decisions, the Trustee must receive an

opinion from its counsel that voting shares of an

Investment Company without instructions and in the

manner set forth above is not contrary to the

provisions of the Employee Retirement Income Security

Act and its rules and regulations. The Trustee shall

not be obligated to seek such counsel.

(g) The Trustee shall have no responsibility for preparing

or filing any reports required under Section 13 of the

Securities Act of 1934, or for preparing and filing any

other documents in connection with employer securities.

(h) The Trustee may employ legal counsel (who may be

counsel for the Employer), and shall be fully protected

in acting

or refraining from acting upon such counsel's advice in

respect to any legal questions.

(i) The Trustee shall be entitled to be reimbursed for its

reasonable expenses and shall be entitled to reasonable

compensation for its services as provided for in the

Schedule A attached to this Agreement. All reasonable

administrative expenses incurred by the Trustee in the

performances of its duties, including fees for legal

services provided to the Trustee, shall be paid by the

Employer within a reasonable time as specified by the

Trustee, or may be equitably apportioned among the

accounts at the Employer's option.

(j) Any corporation into which the Trustee may be merged or

with which it may be consolidated, or any corporation

resulting from any merger, reorganization or

consolidation to which such Trustee may be a party,

shall be the successor of the Trustee, without the

necessity of any appointment or other action, provided

it does not resign and is not removed.

(k) The Trustee shall appoint a Custodian to hold in

custody any stock of the Employer purchased pursuant to

the provisions of the plan.

8. Limitation of Trustee's Liability: Indemnification.

Nothing in this Trust Fund Agreement or the Plan of which it

is a part shall relieve any person from liability for any

responsibility under Part 4 of Title 1 of the Employee

Retirement Income Security Act (ERISA). Subject to ERISA,

the Trustee shall have no liability under the Plan, except

as may arise from its negligence or willful misconduct. In

any event, the Employer shall fully indemnify the Trustee

and save it harmless from any liability except that

resulting from the Trustee's negligence or willful

misconduct.

9. Resignation or Removal of Trustee.

(a) Any Trustee may resign at any time upon sixty (60)

days' written notice to the Employer, and the Employer

may remove any Trustee at any time upon sixty (60)

days' written notice to the Trustee; provided, however,

that the parties may waive such notice by written

instrument.

(b) If any Trustee shall resign, be removed or for any

other reason cease to be Trustee, the Employer shall

appoint a successor Trustee or Trustees to whom the

Trustee shall promptly deliver all of the assets of the

Trust Fund less any unpaid fees or expenses. If no

such successor Trustee is appointed, the Trustee may

deliver the assets of the Trust Fund less any unpaid

fees or expenses to the Employer as successor Trustee.

(c) Subject to the provisions in a) and b) above, any

resignation or removal of the Trustee or appointment of

a new Trustee shall be by written instrument and shall

become effective on the date specified in the

instrument.

Any successor Trustee shall have the same powers and

duties as the succeeded Trustee, subject to any changes

as the Employer may then determine.

(d) The appointment of any successor Trustee or Trustees

shall immediately vest title to the assets of the Trust

Fund in the successor Trustee or Trustees without any

separate instrument or conveyance. However, upon

request of the successor Trustee or Trustees, the

Employer and Trustee who ceases to act as Trustee shall

execute and deliver any instruments of conveyance and

any further assurances, and do anything else reasonably

required to fully vest and confirm in the successor

Trustee or Trustees all the rights, title and interest

of the retiring Trustee in the Trust Fund.

10. Amendment or Termination.

(a) Pursuant to the Plan, the Employer and the Trustee

reserve the right to amend any or all of the provisions

of this Agreement upon mutual agreement. The Employer

and Trustee may also amend any or all of the provisions

of this Agreement at any time by written notice

delivered to the other party, provided that no

amendment which affects the rights, duties or

responsibilities of the Trustee may be made without the

Trustee's consent. Such amendment shall be deemed

accepted by the other party unless the other party

objects in writing to the

amendment within 30 days of receiving notice of such

amendment. No amendment shall authorize or permit any

part of the corpus or income of the Trust Fund to be

used for or diverted to purposes other than for the

exclusive benefit of the plan participants, their

beneficiaries, spouses and contingent annuitants,

before all liabilities relating to these individuals

have been satisfied. Any amendment shall be effective

upon delivery to and consent by the other party subject

to the 30 day rule applicable to unilateral amendments

above, unless a different effective date is

specifically stated in the amendment. Any amendment

may be made retroactively.

The Employer also reserves the right to terminate this

Agreement at any time by written notice to the Trustee.

(b) Upon certification by the Employer that the Plan has

been terminated and that the Trust Fund or part of the

Trust Fund is to be distributed in accordance with the

termination provisions of the Plan, the Trustee shall

pay the distributions from the Trust Fund as the Plan

Administrator directs. The distributions will be made

either directly to the persons entitled to receive them

or to the Plan Administrator for distribution, provided

the Plan Administrator certifies to the Trustee that

all distributions are payable under the Plan to

participants or their beneficiaries, or for

administrative expenses of

the Plan or for other payments in accordance with the

Plan provisions.

11. Taxes.

(a) The Trustee may assume that any taxes assessed on or in

respect of the Trust Fund are lawfully assessed unless

the Plan Administrator advises the Trustee in writing

that in the opinion of the Employer's counsel, such

taxes are not lawfully assessed. In the event that the

Plan Administrator advises the Trustee of the disputed

assessment, the Trustee, if the Plan Administrator

requests and suitable provisions for the Trustee's

indemnity have been made, shall contest the validity of

such taxes in any manner deemed appropriate by the Plan

Administrator or the Employer's counsel. The word

"taxes" in this section shall be deemed to include any

interest or penalties that may be levied or imposed on

any taxes assessed.

(b) Any taxes of any kind whatsoever, including transfer

taxes incurred, levied, or assessed in connection with

the investment or reinvestment of the assets of the

Trust Fund, shall, if allocable to the accounts of

specific participants, be charged to such accounts. If

not so allocable, they shall be equitably apportioned

among all the participants' accounts.

12. Enforcement of Provisions.

To the extent permitted by applicable law, the Employer or

the Plan Administrator shall have the exclusive right to

enforce any and all provisions of this Agreement on behalf

of all employees or former employees of the Employer, their

beneficiaries, or other persons having or claiming to have

an interest in the Trust Fund or under the Plan. In any

action or proceeding affecting the Trust Fund (or any

property constituting a part of all thereof), the

administration of the Trust Fund, or instructions to the

Trustee under this Agreement, the Employer, the Plan

Administrator and the Trustee shall be the only necessary

parties. They shall be exclusively entitled to any notice

of process of any action or proceeding; however, any

judgment that may be entered in such action or proceeding

shall be binding and conclusive on all persons having or

claiming to have any interest in the Trust Fund or under the

Plan.

13. Governing Law.

To the extent state law is applicable, this instrument shall

be governed by and interpreted under the laws of the State

of New Hampshire.

14. Acceptance.

The Trustee accepts the Trust Fund.

15. Signatures.

IN WITNESS WHEREOF, the Parties have caused this Trust Fund

Agreement, which shall be effective September 30, 1994, to be

executed by their respective officers.

ATTEST:

CINTAS CORPORATION
Employer

By:_______________________________________________

Title:____________________________________________

Date:_____________________________________________

ATTEST:

SCUDDER TRUST COMPANY

By:_______________________________________________

Title:____________________________________________

Date:_____________________________________________

SCHEDULE A

Scudder Trust Company

Agreement for Trustee Services

Scudder Trust Company and the Employer designated below agree that Scudder Trust Company will act as Trustee under a separately executed Trust Document for the Trust of the Retirement Plan designated below, subject to the following fee arrangement:

The annual Trustee fee for the Plan will be two basis points of the first $30 million of plan assets other than the Employer Stock, with a minimum of $3,000.00 and a maximum of $10,000, plus ten basis points of the plan assets invested in Employer Stock.

The Trustee Fee is an addition to the COMPASS fees. Fees for any additional services will be quoted upon request.

Name of Plan:                           Cintas Partner's Plan

Effective Date of Trust Agreement:      September 30, 1994

AGREED:

CINTAS CORPORATION                      SCUDDER TRUST COMPANY



By:__________________________      By:________________________

Title:_______________________      Title:_____________________

Date:________________________      Date:______________________

TRUST AGREEMENT

BETWEEN

SCUDDER TRUST COMPANY

AND

CINTAS CORPORATION

TABLE OF CONTENTS

Page

1. Trust Fund. . . . . . . . . . . . . . . . . . . . . . . 1

2. Investment of the Trust Fund. . . . . . . . . . . . . . 2

3. Contributions. . . . . . . . . . . . . . . . . . . . . . 4

4. Distributions. . . . . . . . . . . . . . . . . . . . . . 5

5. The Plan Administrator. . . . . . . . . . . . . . . . . 7

6. The Employer. . . . . . . . . . . . . . . . . . . . . . 7

8. Limitation of Trustee's Liability: Indemnification. . . 13

9. Resignation or Removal of Trustee. . . . . . . . . . . . 14

10. Amendment or Termination. . . . . . . . . . . . . . . . 15

11. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 17

12. Enforcement of Provisions. . . . . . . . . . . . . . . . 18

13. Governing Law. . . . . . . . . . . . . . . . . . . . . . 18

14. Acceptance. . . . . . . . . . . . . . . . . . . . . . . 18

15. Signatures. . . . . . . . . . . . . . . . . . . . . . . 19

217063.1