





           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 

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               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

