INDEMNIFICATION AGREEMENT

This Indemnification Agreement, dated as of _____________, is made by and between Cintas Corporation, a Washington corporation (the “Corporation”), and _________________ (the “Indemnitee”).

A.           Indemnitee is an officer or director of the Corporation and in such capacity is performing valuable services for the Corporation.

B.           The Corporation and Indemnitee recognize the difficulty in obtaining directors’ and officers’ liability insurance, the significant cost of such insurance and the general reduction in the coverage of such insurance.

C.           The Corporation and Indemnitee further recognize the substantial increase in litigation subjecting officers and directors to expensive litigation risks at the same time that such liability insurance has been severely limited.

D.           Article V of its Amended and Restated Bylaws (the “Bylaws”) contains provisions for indemnification of the Corporation’s directors and officers to the extent permitted by the Washington Business Corporation Act (the “Statute”).

E.           The Bylaws and the Statute specifically provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Corporation and the members of its Board of Directors and its officers with respect to indemnification of such directors and officers.

F.           The Bylaws provide that the Corporation may maintain, at its expense, insurance to protect itself and any of its directors and officers against liability asserted against such persons incurred in such capacity whether or not the Corporation has the power to indemnify such persons against the same liability under the Statute.

G.           Because the exposure of directors and officers to litigation risks exceeds the personal resources of such persons, the Corporation’s policy has been to indemnify officers and directors to the fullest extent permitted by law, and this Indemnification Agreement is not only reasonable and prudent but also promotes the best interests of the Corporation and its stockholders by allowing the Indemnitee to continue to serve without undue concern for unwarranted claims for damages arising out of their service to the Corporation.

H.           In order to induce Indemnitee to continue to serve as an officer and/or director, as the case may be, of the Corporation, the Corporation has agreed to enter into this Agreement with Indemnitee.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1.    Generally .  To the fullest extent permitted by the laws of the State of Washington:

(a)    The Corporation shall indemnify and hold harmless Indemnitee if Indemnitee was or is a party or is threatened to be made a party to or is involved in (including, without limitation, as a witness) any pending, threatened or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee is or was, or has agreed to serve as, a director of the Corporation, or being or having been a director of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity) of the Corporation or another corporation or of a partnership, joint venture, trust, other enterprise including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity or in any other capacity while serving in an official capacity.  For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetary damages against Indemnitee in respect of an alleged breach of fiduciary duties, to the fullest extent permitted under the WBCA.

(b)      The indemnification provided by this Section 1 shall be from and against all expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement), actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such action, suit or proceeding and any appeal therefrom.

(c)       Notwithstanding any other provision in this Agreement to the contrary, the Corporation’s obligation to indemnify Indemnitee is limited as follows: indemnification under this Agreement shall only be provided if (A) Indemnitee acted in good faith, and (B) the Indemnitee reasonably believed (i) in the case of conduct in Indemnitee’s official capacity with the Corporation, the Indemnitee’s conduct was in the Corporation’s best interest, and (ii) in all other cases, the Indemnitee’s conduct was at least not opposed to the Corporation’s best interest, and (C) in the case of any criminal proceeding, the Indeminitee had no reasonable cause to believe that the Indemnitee’s conduct was unlawful.  A Indemnitee’s conduct with respect to an employee benefit plan for a purpose the Indemnitee reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirements set forth in subclause (B)(ii), above.

(d)       Notwithstanding the foregoing provisions of this Section 1, in the case of any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Corporation, or while serving as a director or officer of the Corporation, is or was serving or has agreed to

serve at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall be adjudged to be liable to the Corporation unless, and only to the extent that, the Washington Court or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses as the Washington Court or such other court shall deem proper.

(e)        Notwithstanding the foregoing provisions of this Section 1, the Corporation shall not indemnify any person from or on account of any acts or omissions of such person finally adjudged to be intentional misconduct or knowing violation of the law by such person, from conduct of the person in violation of Section 23B.08.310 of the WBCA or from or on account of any transaction with respect to which it is finally adjudged that such person personally received a benefit in money, property or services to which such person was not legally entitled.  In addition, except as provided in Section 8  hereof with respect to proceedings seeking indemnification, the Corporation shall not indemnify any person with respect to an action, suit or proceeding initiated by that person unless such action, claim or proceeding was authorized by the Board of Directors of the Corporation.

(f)         Indemnification under this Agreement shall be made by the Corporation only upon a determination that indemnification of the Indemnitee is proper in the circumstances because Indemnitee has met the qualifications required under Section 1(a), above, and the applicable standard of conduct set forth in Section 1(c)(1), above (the “indemnification standards”).

(g)        Without limiting the situations in which a person shall be considered to be serving at the request of the Corporation, a director who serves as a director, officer, employee or agent of the Corporation or another corporation or other enterprise that is a subsidiary of the Corporation shall be deemed to be serving at the request of the Corporation, where “subsidiary” means (i) a corporation or other enterprise in which a majority of the voting stock or other voting power is owned or controlled by the Corporation directly or though one or more subsidiaries or (ii) a corporation or other enterprise which is consolidated on the Corporation’s financial statements or is reported using the equity method.

(h)        The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not satisfy the indemnification standards.

Section 2.    Successful Defense: Partial Indemnification .  To the extent that Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 hereof or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.  For purposes of this Agreement and without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was

liable to the Corporation, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interest of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.  If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the expenses, liabilities or losses (including attorneys’ fees, judgments, fines or amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any action, suit, proceeding or investigation, or in defense of any claim, issue or matter therein, and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses, liabilities or losses (including attorneys’ fees, judgments, fines or amounts paid in settlement) to which Indemnitee is entitled.

Section 3.    Determination That Indemnification Is Proper: Authorization .

(a)         Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Corporation unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not met the applicable standard of conduct set forth in Section 1(c) hereof.  Any such determination may be made (i) by a majority vote of a quorum consisting of the directors not at the time parties to the action, suit or proceeding in question (“disinterested directors”), (ii) if a quorum cannot be obtained under subclause (i) by a majority vote of a committee consisting solely of two or more disinterested directors designated by the Board of Directors, in which designation directors who are parties may participate, (iii) by special legal counsel or other persons (A) selected by the Board of Directors or its committee in the manner described in clauses (i) or (ii) of this sentence or (B) if a quorum of the Board of Directors cannot be attained under clause (i) and a committee cannot be designated under clause (ii), selected by majority vote of the full Board of Directors, in which selection directors who are parties may participate, (iv) by the shareholders, but shares owned by or voted under the control of directors who are at the time not disinterested directors may not be voted on the determination, or (v) by a court of competent jurisdiction.

(b)         If a Change in Control (as defined below) occurs and results in individuals who were directors prior to the circumstances giving rise to the Change in Control for any reason ceasing to constitute a majority of the Board of Directors of the Corporation, the determination set forth above in Section 3 whether to provide indemnification shall be made by independent legal counsel and not by the then-Board of Directors.  Under such circumstances, the independent legal counsel shall be selected jointly by counsel for the Corporation and counsel for the Indemnitee whose request for indemnification is to be determined.  If the parties’ counsel cannot agree upon the selection of independent legal counsel within 14 calendar days of the request by Indemnitee for indemnification, the Indeminitee’s counsel may request that the presiding judge for the United States District Court for the Southern District of Ohio select such independent counsel and both the Corporation and Indemnitee agree to be bound by such selection.  The Corporation agrees to pay the reasonable fees of the independent legal counsel and fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or the independent legal counsel’s engagement pursuant to this Agreement.  For

purposes of this Agreement, a “Change in Control” of the Corporation shall be deemed to have occurred if (a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation and other than Richard T. Farmer and James J. Gardner and their respective heirs, lineal descendants, legatees and legal representatives of any of the foregoing and the trustee of any bona fide trust of which one or more of the foregoing are the sole beneficiaries or the grantors thereof, becomes the “beneficial owner,” as such term is defined in Rule 13d-3 under that Act, directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation’s then outstanding securities; or (b) during any period of one year (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors and any new director whose election by the Board or Directors or nomination for election by the Corporation’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were either directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof.

Section 4.    Advance Payment of Expenses: Notification and Defense of Claim .

(a)          Expenses (including attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding within twenty (20) days after receipt by the Corporation of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, (ii) a written affirmation of the Indemnitee’s good faith belief that Indemnitee has met the standard of conduct described in WBCA Section 23B.08.510, and (iii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise.  Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment.  Advances shall be unsecured and interest-free.

(b)          Promptly after receipt by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made against the Corporation hereunder, notify the Corporation of the commencement thereof.  The failure to promptly notify the Corporation of the commencement of the action, suit or proceeding, or Indemnitee’s requ