




          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:

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          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.


<PAGE>


     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:









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