##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
of the Securities Exchange Act of 1934 For the fiscal year ended April 2, 2005 Commission File Number: 0-1532 MARSH SUPERMARKETS, INC.  INDIANA
(State or other jurisdiction of
incorporation or organization)
    
    35-0918179
(IRS Employer
Identification No.)
 9800 CROSSPOINT BOULEVARD INDIANAPOLIS, INDIANA
(Address of principal executive offices)
    
    46256-3350
(Zip Code)
 317-594-2100
(Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act :None Securities registered pursuant to Section 12(g) of the Act : 
 Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to
such filing requirements for the past 90 days. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of the
Registrants knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K: o Indicate by check mark whether the registrant is an accelerated filer (as defined in
Exchange Act Rule 12b-2). Yes  o   No  þ Aggregate market value of Class A Common Stock and Class B Common Stock held by
non-affiliates of the Registrant as of October 9, 2004 was: $22,240,116 and $34,462,027,
respectively. This calculation assumes all shares of Common Stock beneficially held by
benefit plans, officers and members of the Board of Directors of the Registrant are owned by
affiliates, a status which each of the officers and directors individually disclaims. At May 27, 2005, there were 3,731,675 shares of Class A Common Stock and 4,164,904
shares of Class B Common Stock outstanding. Documents Incorporated by Reference  Portions of the Proxy Statement for the Annual Shareholders Meeting to be held August
2, 2005, are incorporated by reference into Part III.




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TABLE OF CONTENTS  PART IItem 1. BusinessItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder MattersPART IVItem 15. Exhibits and Financial Statement SchedulesSignaturesExhibit IndexEX-10.(AN) CONFIDENTIAL SETTLEMENT AGREEMENTEX-10.(A0) SUMMARY OF DIRECTOR AND EXECUTIVE OFFICER COMPENSATIONEX-10.(AP) AMENDED AND RESTATED MARSH DEFERRED COMPENSATION PLANEX-13 2005 ANNUAL REPORT TO SHAREHOLDERSEX-21 SUBSIDIARIES OF THE REGISTRANTEX-23 CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRMEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO    Table of Contents  
 PART I 
 Item 1. Business General At April 2, 2005, Marsh Supermarkets, Inc. (the Company or Marsh®) operated 117 supermarkets
and 161 Village Pantry® convenience stores in central Indiana and western Ohio. The Company
believes that Marsh supermarkets have the second or third largest market share of supermarket
chains operating in its market area and Village Pantry has one of the largest market shares of
convenience stores in its market area. Marsh also owns and operates a food service division, which
provides upscale catering, vending, office coffee, coffee roasting, concession and business
cafeteria management services, and a floral division, which operates seven upscale retail floral
shops under the name McNamara® and one business florist under the name Enflora®. The Company may
from time to time explore various strategic alternatives regarding one or more of its business
divisions. Supermarkets At April 2, 2005, the Company operated 104 supermarkets in central Indiana and 13 in western Ohio.
Fifty-one stores in the Indianapolis metropolitan market area constitute the Companys major
market. The remaining supermarkets operate in 39 other communities. Revenues from supermarket
operations represented approximately 78% of the 2005 consolidated sales and other revenues. The Companys supermarket merchandising strategy emphasizes service, quality and convenient
one-stop shopping at competitive prices. Of the Companys supermarkets, 57 are open 24 hours a day
and 14 are open until midnight, with the remainder having various other schedules. All stores are
open seven days a week. The Company believes providing quality merchandise is an important factor in maintaining and
expanding its customer base. In recent years, the Company has devoted a greater proportion of new
and remodeled stores to fresh, high quality perishables, including produce, delicatessen items,
baked goods, prepared foods, seafood and floral items. The Company believes fresh produce is an
important customer draw; therefore, it focuses on buying premium quality produce worldwide. The
geographic concentration of the Companys supermarkets enables the Company to deliver fresh items
to its stores quickly and frequently. An extension of this theme is convenient, high quality, ready
to eat meals. The Chef Fresh  Reg. program offers take-home items for
immediate consumption in 116 stores. These products are prepared in the Companys central kitchen,
which provides fresh items to most of the Companys divisions. The Companys superstore format offers customers convenient one-stop shopping. Its Marsh
supermarkets feature an extended line of traditional grocery store items as well as service and
specialty departments, such as delicatessens, bakeries, prepared foods, prime cut meats, fresh
seafood, floral and video rental. The Company features nationally advertised and distributed
merchandise along with products under its own trademarks, service marks and trade names. Service
and specialty departments included in Marsh supermarkets include delicatessens (116 stores), hot
prepared foods (78), bakeries (116), prime cut service meat (58), fresh seafood (52), sushi shops
(24), floral shops (77), imported cheese shops (80), wines and beer (109), salad bars (41), video
rental (42), fuel kiosks (5) and Ticketmasterâ outlets (35). Forty-three of the Companys
supermarkets include pharmacies in food and drug combination stores. In addition, banks or savings
institutions operate branch facilities in 40 of the Companys stores and 92 stores offer automated
teller machines (ATMs). The Companys superstore format is in excess of 75,000 square feet, and its modern conventional
supermarket format is approximately 55,000 to 65,000 square feet. The Company currently operates
six superstores and 19 modern conventional supermarkets. Approximately one-third of the sales area
in these stores is devoted to merchandising fresh, high quality perishable products such as deli
meats and salads, baked goods, prepared foods and produce. Approximately 56% of the total
supermarket square footage has been newly constructed or remodeled in the past 10 years. 2




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The Company has a smaller, low-price supermarket format with limited service and specialty
departments as an alternative to the large, full service Marsh supermarket. As of April 2, 2005,
the Company operated 38 supermarkets under the trade name LoBill Foods®. There is an ongoing
development program to remodel selected Marsh supermarkets to the LoBill format. The Company
believes the LoBill format offers an opportunity to maximize its market share by expanding into
smaller communities and inner city metropolitan areas that can be better served by that format and
to appeal to the price motivated consumer in markets currently served by traditional Marsh stores.
The Company also operates one limited selection, stock-up grocery store with an every day low price
format operating under the trade name Savin*$ SM. The Company operated eight OMalia Food Markets as of April 2, 2005. OMalia Food Markets are
upscale neighborhood stores whose reputation has been built upon full service meat, specialty food
items and the highest level of customer service. The Company believes this format offers the
opportunity to enhance its market share by strategic placement of OMalia stores in neighborhoods
where consumers appreciate a selection of non-traditional grocery items and full-service. In 2004, the Company opened its first Arthurs Fresh Marketâ, a 21,000 square foot
neighborhood market. The store features full-service meat, deli and seafood, prepared foods, baked
goods, sushi, salad bar and a small café, as well as many of the other offerings typically found in
a Marsh supermarket. The store format is targeted generally toward neighborhoods that are not
within close proximity to a traditional supermarket. The Companys supermarkets range in size from 13,900 to 82,300 square feet. The average size is
approximately 39,800 square feet. The Company has had an ongoing development program of
constructing larger Marsh supermarkets within its market area and remodeling, enlarging and
replacing existing supermarkets. Recently, the Company has begun identifying and developing sites
that are more suited to a smaller supermarket format. Future development will continue to focus on
a food and drug combination store format of approximately 55,000 to 65,000 square feet, with
superstores in excess of 75,000 square feet and smaller 21,000 square feet stores in select
locations. The following summarizes the number of stores by size categories: NumberSquare Feet
    
    of StoresMore than 75,000
    
    
    655,000  74,999
    
    
    1945,000 - 54,999
    
    
    1035,000 - 44,999
    
    
    2225,000 - 34,999
    
    
    49Less than 25,000
    
    
    11117
 The Company advertises through various media, including circulars, newspapers, radio and
television. Printed circulars are used extensively on a weekly basis to advertise featured items.
The focus of the television campaign primarily promotes a quality and service image rather than
specific products and prices. The Indianapolis television market covers approximately 80% of the
Companys supermarkets. Various sales enhancement promotional activities designed to encourage
repeat shoppers are conducted as an important part of the Companys merchandising strategy. The
Company utilizes a frequent shopper card program, Fresh I.D.E.A. Card®. The card provides
shoppers electronic coupons, opportunities to win trips and other prizes, and also functions as a
video rental card. Over 800,000 active cards are in circulation. Further, customers may select a
VISA® co-branded credit card option for their Fresh I.D.E.A. Card and earn rebates on all credit
card purchases regardless of the merchant. The credit card rebates are funded by the Companys bank
partner. In 2002, the Company introduced MyMarshSM, an exclusive program intended to
optimize promotional dollars by tracking individual customer spending and delivering incentives and
rewards tailored to each customer with limited or no competitor visibility. 3




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Convenience Stores At April 2, 2005, the Company operated 161 convenience stores under the Village Pantry trade name.
These self-service stores offer a broad selection of grocery, bakery, dairy and delicatessen items,
including fountain drinks, and store-prepared pizza and/or chicken (51), fresh pastry products
(106) and sandwiches (152). Fifty-nine of the stores have sit down eating areas. All of the stores
sell money orders and lottery tickets and 146 stores have ATMs. Additionally, 107 stores offer
petroleum products; approximately 80% of the petroleum stores are operated under the Marathon brand
and the remaining petroleum stores are unbranded. Eighteen of the stores operate drive-thru car
washes. Revenues from the convenience stores represented approximately 17% of the 2005 consolidated
total revenues. Carry-out cold beer, a high-volume item typically found in convenience stores in
other states, may be sold only by package liquor stores and taverns in Indiana; accordingly, it is
not sold in the Companys convenience stores in Indiana. All but nine of the Companys convenience
stores are open 24 hours a day; the remaining stores close at 11:00 PM or midnight. All stores are
open seven days a week. Newer stores generally range from 3,700 to 5,000 square feet, compared to 1,800-2,500 square feet
for older stores. The larger size accommodates the aforementioned prepared food products. In
constructing new stores and remodeling and expanding existing stores, the Company tailors the
format to each specific market, with heavy emphasis on food service in areas which the Company
believes to be less susceptible to intense competition from major fast food operators, such as
smaller towns and high density neighborhoods. During fiscal year 2003, the Company re-imaged 102
Village Pantry stores with new exterior signage and painting, interior décor and fixture layout. Crystal Food Services The Companys food service operation conducts business under the trade name Crystal Food Services.
It offers a range of services including banquet hall catering, special events catering, concession
services, cafeteria management, vending, office coffee and coffee roasting. The Company focuses on
presenting expertly prepared cuisine in all of its food service operations. The Company intends to
expand the food services operations through the solicitation of new customers and possible
acquisition of businesses that will complement the existing operations. The combination of these operations has created a unique range of services, products and
facilities. The Companys banquet hall facilities include the Murat Shrine Center, Crown Plaza
Hotel at Union Station, Riverwalk Banquet & Lodge, Fountains Banquet and Conference Center, the
Indiana Roof Ballroom, Indiana State Museum, NCAA Headquarters and Primo North, South and West. The
Company is the largest caterer of special events at the Indianapolis Motor Speedway and the
exclusive foodservice provider of the RCA Tennis Championships. The Company also provides
concession services at the Indianapolis Zoo, Prairie View Golf Club and Purgatory Golf Club,
cafeteria management to 22 major employers, and vending services, coffee and frozen beverage
service to over 2,100 locations throughout the greater Indianapolis area. The Company also provides
daily dining services to military personnel stationed at Camp
Atterbury in southern Indiana. Floral Fashions® and McNamara® The Companys floral operations conduct business under four trade names. Floral Fashions provides
plants and cut flowers in all 69 of the Marsh supermarkets and custom designed arrangements in 54
of those stores. McNamara is a retail florist operating seven upscale, traditional full-service
shops in the Indianapolis market and is one of the largest FTD florists in the U.S. and Canada.
McNamara also operates a 57,000 square foot design center that serves the Companys supermarket and
food services divisions, as well as its own operations. McNamara Marketplace operates eight
self-serve shops within the Companys OMalia Food Markets. Enflora, Flowers for Business, provides
both daily and single event floral arrangements for corporate clients. 4




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Supply and Distribution The Company supplies its supermarkets from four Company-operated distribution facilities.
Non-perishable grocery products are distributed from a 409,000 square foot leased facility in
Indianapolis. Frozen foods are distributed from a 119,000 square foot Company owned facility in
Indianapolis that was constructed and opened in August 2002. Produce, meat and delicatessen
products are distributed from a 191,000 square foot Company owned perishable products facility in
Yorktown, Indiana. Non-food products are distributed from 180,000 square feet of a 388,000 square
foot Company owned warehouse in Yorktown. In addition, the Company leases a 32,000 square foot
warehouse for storage of seasonal items. Additional outside warehouse space is leased as needed to
meet seasonal demand. The Companys distribution centers are modern and automated. Merchandise is controlled through an
on-line computerized buying and inventory control system. The Company believes its distribution
centers are adequate for its needs for the foreseeable future without major additional capital
investment. The Company estimates the supermarket distribution centers currently operate at
approximately 80% of aggregate capacity. Approximately 80% of the delivery trips from distribution
centers to supermarkets are 75 miles or less. The Company also operates a USDA approved facility to
produce products sold through the delicatessen departments of its supermarkets and convenience
stores and to support Crystal Food Services for large catering events and vending operations. The Company believes centralized direct buying from major producers and growers and its purchasing
and distribution functions provide it with advantages compared to purchasing from a third-party
wholesaler. Direct buying, centralized purchasing, and controlled distribution reduce merchandise
cost by allowing the Company to minimize purchases from wholesalers and distributors and to take
advantage of volume buying opportunities and forward purchases of merchandise. Centralized
purchasing and distribution promote a consistent merchandising strategy throughout the Companys
supermarkets. Rapid inventory turnover at the warehouse permits the Companys stores to offer
consistently fresh, high-quality products. Through frequent deliveries to the stores, the Company
is able to reduce in-store stockroom space and increase square footage available for retail
selling. The Companys supermarket transportation function is performed through a wholly-owned subsidiary.
Some products, principally bakery, dairy and beverage items, and snack foods, are delivered
directly to the supermarkets and convenience stores by distributors of national and regional
brands. Management Information Systems All of the Companys supermarkets are equipped with electronic scanning checkout systems to
minimize item pricing, provide more efficient and accurate checkout line operation, and provide
product movement data for merchandising decisions and other purposes. The checkout systems are
integrated with the Companys frequent shopper card program to provide customer specific data to
facilitate individualized marketing programs. Point-of-sale electronic funds transfer and credit
card systems are in place in the supermarkets. Village Pantry utilizes 100% scanning at the
front-end. The Company utilizes in-store micro-computers in the supermarkets to automate various tasks, such
as processing the receiving and billing of vendor direct-store-delivered (DSD) merchandise,
processing of video rentals, processing pharmacy records in the 43 food and drug combination
stores, and time keeping for payroll processing. The Company employs a wide area network for data
communications between the corporate office, supermarkets, convenience stores and warehouses.
Future supermarket applications currently under development include computer-assisted reordering.
All convenience stores are equipped with micro-computers for electronic transmission of accounting
and merchandising data to headquarters, electronic messaging and processing DSD merchandise
receiving and billing. The Company broadcasts live video communications by satellite to its supermarkets from the
corporate office. The Company believes this medium has greater appeal to a generation of employees
accustomed to learning from television. In addition, the immediacy of live broadcasts reduces the
barriers of time, distance and consistency in communicating competitive strategies and other
information to retail operations. These communications are further enhanced through a toll free
telephone line that permits questions to be asked and answered during each broadcast. The network
is currently used for merchandising, training and employee benefits communications. 5




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Competition The retail food industry is highly competitive. Marsh believes competitive factors include quality
perishable products, location, service, price, product variety, physical layout and design of store
interior, ease of ingress and egress to the store and minimal out-of-stock conditions. Marsh
endeavors to concentrate its efforts on these factors with special emphasis on maintaining high
quality store conditions, high quality perishable products, expanded service and specialty
departments, and competitive pricing. The Companys supermarkets are subject to competition from local, regional and national
supermarket chains, independent supermarkets, and other retail formats, such as discount stores and
wholesale clubs. The number of competitors and degree of competition experienced by the Companys
supermarkets vary by store location. The principal supermarket chain competitors are Wal-Mart, The
Kroger Co. and Meijer, Inc. The Companys Village Pantry division is subject to competition from petroleum marketing companies
that have converted or expanded gasoline locations to include convenience food operations and
others. National convenience store chains do not have a significant presence in the Companys
marketing area. The Company believes the principal competitive factor for convenience stores is
location, and it actively pursues the acquisition of attractive sites for replacing existing stores
and future development of new stores. Seasonality Supermarket sales are subject to some seasonal fluctuation. Traditionally, higher sales occur
during the third fiscal quarter Thanksgiving and Christmas holiday season, and lower sales occur in
the warm weather months of the second fiscal quarter. Convenience store sales traditionally peak in
the summer months. Employees The Company has approximately 14,900 employees. Approximately 8,700 employees are employed on a
part-time basis. All employees are non-union, except approximately 100 fleet drivers and 230
supermarket distribution facility employees who are unionized under collective bargaining
agreements with terms that extend to April 2008. The Company considers its employee relations to be
good. Regulatory Matters As a retailer of alcoholic beverages, tobacco products and gasoline, the Company is subject to
federal and state statutes, ordinances and regulations concerning the storage and sale of these
products. The Company is aware of the existence of petroleum contamination at 19 Village Pantry
locations and at one distribution center, all located in Indiana, and is in the process of
remediation at each of these sites. The cost of remediation varies significantly depending on the
extent, source and location of the contamination, geological and hydrological conditions and other
factors. An Indiana excess liability fund has reimbursed the Company for more than 95% of
remediation costs incurred over the past three years, and it is expected that the fund will
continue to reimburse the Company for future costs. 6




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Executive Officers of the Registrant Information required by Item 10 with respect to the Registrants executive officers is set forth
below. Each officer has been elected for a term to expire in August 2005 or upon election of the
officers successor by the Board of Directors. Name
    
    Position
    
    Age
    
    Family RelationshipDON E. MARSH
    
    Chairman of the Board
and Chief Executive Officer
    
    
    67
    
    
    Father of David A. Marsh;
brother of William L. Marsh
 Mr. Don E. Marsh has held his current position as Chairman of the Board of Directors and Chief
Executive Officer of the Company for more than the past five years. He has been employed by the
Company in various supervisory and executive capacities since 1961. Name
    
    Position
    
    Age
    
    Family RelationshipDAVID A. MARSH
    
    President; President and Chief Operating Officer, LoBill Foods Division
    
    42
    
    Son of Don E. Marsh; nephew of
William L. Marsh
 Mr. David A. Marsh has held his current position since August 2002. Prior thereto, he served as
President and Chief Operating Officer, Supermarket Division, since March 2002; Executive Vice
President, Supermarket Division, and President and Chief Operating Officer, LoBill Foods Division,
since August 2000; Senior Vice President, LoBill Foods Division, since 1998, and Vice President,
LoBill Foods Division, since 1996. He has been employed by the Company in various retail,
supervisory and executive capacities since 1979. Name
    
    Position
    
    Age
    
    Family RelationshipP. LAWRENCE BUTT
    
    Senior Vice President, Counsel and Secretary
    
    63
    
    None
 Mr. P. Lawrence Butt has held his current position since August 1997. For more than five years
prior thereto, he served as Vice President, Counsel and Secretary. In May 1999, he was elected to
serve as a director of the Company. He has been employed by the Company in various executive
capacities since 1977. Name
    
    Position
    
    Age
    
    Family RelationshipDOUGLAS W. DOUGHERTY
    
    Senior Vice President, Chief Financial Officer and Treasurer
    
    61
    
    None
 Mr. Douglas
W. Dougherty held his current position from August 1997 until he
retired in May 2005. He was
employed by the Company as Chief Financial Officer since March 1994. Prior experience includes
senior management and financial positions at Dayton Hudson Corp., Hartmarx, Inc. and The May
Department Stores Company. Name
    
    Position
    
    Age
    
    Family RelationshipWILLIAM L. MARSH
    
    Senior Vice President - Property Management
    
    61
    
    Brother of Don E. Marsh;uncle of David A. Marsh
 Mr. William L. Marsh has held his current position since August 1997. For more than five years
prior thereto, he served as Vice President-General Manager, Property Management. In May 1991, he
was elected to serve as a director of the Company. He has been employed by the Company in various
supervisory and executive capacities since 1974. Name
    
    Position
    
    Age
    
    Family RelationshipJACK J. BAYT
    
    President and Chief Operating
Officer,Crystal Food Services Division
    
    48
    
    None
 Mr. Jack J. Bayt has held his current position since January 1995. For more than five years prior
thereto, he was President and Chief Executive Officer of Crystal Catering of Indiana, Inc. Name
    
    Position
    
    Age
    
    Family RelationshipCHARLES BARNARD, JR.
    
    President and Chief Operating
Officer,Village Pantry Division
    
    56
    
    None
 Mr. Charles Barnard, Jr. has held his current position since June 2003. Prior thereto, he served
as Vice President  Retail Operations, Marsh Supermarkets, LLC since April 1, 1999, and Vice
President-Meat Merchandising, Marsh Supermarkets, LLC, since 1997. He has been employed by the
Company in various retail supervisory and executive capacities since 1970. 7




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Name
    
    Position
    
    Age
    
    Family RelationshipDANIEL S. CROSS
    
    President and Chief Operating Officer, Supermarket Division
    
    49
    
    None
 Mr. Daniel S. Cross has held his current position since August 2004. Prior thereto, he served as
Executive Vice President  Supermarket Division since April 2002; Senior Vice President 
Merchandising, Supermarket Division since March 2002; and Vice President  Produce Operations,
Supermarket Division since 1997. He has been employed by the Company in supervisory capacities
since 1997. Name
    
    Position
    
    Age
    
    Family RelationshipMARK A. VARNER
    
    Vice President - Corporate
Controller; Interim CFO
    
    55
    
    None
 Mr. Mark A. Varner has held his Vice President Corporate Controller position since August 1999.
For more than five years prior to August 1999, he served as Corporate Controller. He has been
employed by the Company in various accounting positions since 1971. Mr. Varner has served as the
Companys interim Chief Financial Officer (CFO) since the retirement of the former CFO in May 2005. 8




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Item 2. Properties The following table summarizes the per unit and aggregate size of the retail facilities operated by
Marsh, together with an indication of the age of the total square footage operated. Per StoreFootage Operated
    
    
    Average
    
    
    0-5 Years
    
    
    6-10 Years
    
    
    Over 10 YearsSupermarkets
    
    
    4,662,000
    
    
    
    39,000
    
    
    
    35%
    
    
    
    21%
    
    
    
    44%Convenience Stores
    
    
    476,000
    
    
    
    3,000
    
    
    
    70%
    
    
    
    
    
    
    
    30%5,138,000
 Owned and leased retail facilities are summarized as follows: ConvenienceSupermarkets
    
    
    stores
    
    
    OtherOwned
    
    
    34
    
    
    
    44
    
    
    
    1Leased:Fixed rentals only
    
    
    48
    
    
    
    106
    
    
    
    7Fixed plus contingent rentals
    
    
    35
    
    
    
    11
    
    
    
    83
    
    
    
    117
    
    
    
    7117
    
    
    
    161
    
    
    
    8
 All leases, except for eight supermarkets and 45 Village Pantry stores, have one to four renewal
options for periods of two to five years each. The majority of leases provide for payment of
property taxes, maintenance and insurance by the Company. In addition, the Company is obligated
under leases for six closed stores, of which three were subleased at
April 2, 2005. The non-perishable grocery products warehouse in Indianapolis is leased for a term expiring in 2007
with options available through 2020. The facility, constructed in 1969, is located on a 44 acre
site and has a total of 409,000 square feet, of which 382,000 is utilized for grocery warehousing
operations. The remainder consists of office space and storage. An owned 191,000 square foot refrigerated perishable products handling facility in Yorktown,
Indiana, serves as the distribution center for meat, produce and delicatessen items. The facility
was completed in 1981 and was expanded and updated in 1997. An owned 119,000 square foot frozen food products handling facility in Indianapolis was constructed
and began operations in August 2002. Marsh owns an additional 388,000 square foot facility in Yorktown, Indiana. Approximately 180,000
square feet of this facility is used as a distribution center for non-food products, approximately
21,000 square feet is used by the retail maintenance department, and an additional 55,000 square
feet of warehouse space is leased to third parties. The portion of this facility formerly utilized
for the Companys corporate offices is currently vacant. The Company leases a 32,000 square foot warehouse in Muncie, Indiana for storage of seasonal items. The 160,000 square foot corporate headquarters in Indianapolis is owned by the Company. This
facility was completed and occupied in May 1991. 9




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Item 3. Legal Proceedings There are no pending legal proceedings to which Marsh is a party which are material to its
business, financial condition or results of operations or which would otherwise be required to be
disclosed under this item. 
 Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted to a vote of the security holders during the fourth quarter of 2005. 
 PART II 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities Information on Common Stock, Related Shareholder Matters and Repurchases of Common Shares on pages
20, 21, 38 and 42 of the 2005 Annual Report to Shareholders for the year ended April 2, 2005, is
incorporated herein by reference. 
 Item 6. Selected Financial Data Selected Financial Data on page 16 of the 2005 Annual Report to Shareholders is incorporated herein
by reference. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations Managements Discussion and Analysis of Financial Condition and Results of Operations for the year
ended
April 2, 2005, on pages 17 through 22 of the 2005 Annual Report to Shareholders is incorporated
herein by reference. 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk The Company, as a policy, does not engage in speculative or derivative transactions, nor does it
hold or issue financial instruments for trading purposes. The Company is exposed to changes in
interest rates primarily as a result of its borrowing activities. Based on interest rates at April
2, 2005, a one percent change in interest rates would not have had a material impact on the
Company. 
 Item 8. Financial Statements and Supplementary Data The consolidated financial statements and notes thereto and the report of the independent
registered public accounting firm on pages 23 to 38 of the 2005 Annual Report to Shareholders are
incorporated herein by reference. 10




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Long-Term Debt and Guarantor Subsidiaries Other than three minor subsidiaries, all of the Companys subsidiaries (the Guarantors) have
fully and unconditionally guaranteed on a joint and several basis the Companys obligations under
its 8 7/8% senior subordinated notes, due 2007. The Guarantors are direct or indirect wholly owned
subsidiaries of the Company. Statement of income for the year ended April 2, 2005: Guarantor
    
    
    ConsolidatingParent
    
    
    subsidiaries
    
    
    entries
    
    
    TotalSales and other revenues
    
    $
    5,190
    
    
    $
    1,743,609
    
    
    $
    (5,190
    )
    
    $
    1,743,609Gains from sales of property
    
    
    894
    
    
    
    2,933
    
    
    
    
    
    
    
    3,827Total revenues
    
    
    6,084
    
    
    
    1,746,542
    
    
    
    (5,190
    )
    
    
    1,747,436Cost of merchandise sold, including warehousing
and transportation, excluding depreciation
    
    
    
    
    
    
    1,231,840
    
    
    
    
    
    
    
    1,231,840Gross profit
    
    
    6,084
    
    
    
    514,702
    
    
    
    (5,190
    )
    
    
    515,596Selling, general and administrative
    
    
    3,028
    
    
    
    468,341
    
    
    
    (5,190
    )
    
    
    466,179Depreciation
    
    
    1,431
    
    
    
    24,519
    
    
    
    
    
    
    
    25,950Operating income
    
    
    1,625
    
    
    
    21,842
    
    
    
    
    
    
    
    23,467Interest
    
    
    1,822
    
    
    
    17,391
    
    
    
    
    
    
    
    19,213Other non-operating income
    
    
    (1,453
    )
    
    
    (838
    )
    
    
    
    
    
    
    (2,291
    )Income from continuing operations
before income taxes
    
    
    1,256
    
    
    
    5,289
    
    
    
    
    
    
    
    6,545Income taxes
    
    
    436
    
    
    
    1,947
    
    
    
    
    
    
    
    2,383Income from continuing operations
    
    $
    820
    
    
    $
    3,342
    
    
    $
    
    
    
    $
    4,162
 Statement of income for the year ended March 27, 2004: Guarantor
    
    
    ConsolidatingParent
    
    
    subsidiaries
    
    
    entries
    
    
    TotalSales and other revenues
    
    $
    4,912
    
    
    $
    1,650,865
    
    
    $
    (4,909
    )
    
    $
    1,650,868Gains from sales of property
    
    
    
    
    
    
    3,047
    
    
    
    
    
    
    
    3,047Total revenues
    
    
    4,912
    
    
    
    1,653,912
    
    
    
    (4,909
    )
    
    
    1,653,915Cost of merchandise sold, including warehousing
and transportation, excluding depreciation
    
    
    
    
    
    
    1,156,255
    
    
    
    
    
    
    
    1,156,255Gross profit
    
    
    4,912
    
    
    
    497,657
    
    
    
    (4,909
    )
    
    
    497,660Selling, general and administrative
    
    
    3,084
    
    
    
    450,827
    
    
    
    (4,909
    )
    
    
    449,002Depreciation
    
    
    1,369
    
    
    
    23,644
    
    
    
    
    
    
    
    25,013Operating income
    
    
    459
    
    
    
    23,186
    
    
    
    
    
    
    
    23,645Interest
    
    
    1,788
    
    
    
    17,262
    
    
    
    
    
    
    
    19,050Other non-operating income
    
    
    (961
    )
    
    
    
    
    
    
    
    
    
    
    (961
    )Income (loss) from continuing operations
before income taxes
    
    
    (368
    )
    
    
    5,924
    
    
    
    
    
    
    
    5,556Income taxes (benefit)
    
    
    (168
    )
    
    
    2,687
    
    
    
    
    
    
    
    2,519Income (loss) from continuing operations
    
    $
    (200
    )
    
    $
    3,237
    
    
    $
    
    
    
    $
    3,037
 11




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##### Table of Contents



Statement of income for the year ended March 29, 2003: Guarantor
    
    
    ConsolidatingParent
    
    
    subsidiaries
    
    
    entries
    
    
    TotalSales and other revenues
    
    $
    4,994
    
    
    $
    1,647,497
    
    
    $
    (4,957
    )
    
    $
    1,647,534Gains from sales of property
    
    
    1,938
    
    
    
    6,263
    
    
    
    
    
    
    
    8,201Total revenues
    
    
    6,932
    
    
    
    1,653,760
    
    
    
    (4,957
    )
    
    
    1,655,735Cost of merchandise sold, including warehousing
and transportation, excluding depreciation
    
    
    
    
    
    
    1,163,157
    
    
    
    
    
    
    
    1,163,157Gross profit
    
    
    6,932
    
    
    
    490,603
    
    
    
    (4,957
    )
    
    
    492,578Selling, general and administrative
    
    
    2,988
    
    
    
    447,449
    
    
    
    (4,957
    )
    
    
    445,480Depreciation
    
    
    1,417
    
    
    
    23,047
    
    
    
    
    
    
    
    24,464Operating income
    
    
    2,527
    
    
    
    20,107
    
    
    
    
    
    
    
    22,634Interest
    
    
    2,067
    
    
    
    21,203
    
    
    
    
    
    
    
    23,270Other
non-operating income
    
    
    (2,180
    )
    
    
    
    
    
    
    
    
    
    
    (2,180
    )Income (loss) from continuing operations
before income taxes
    
    
    2,640
    
    
    
    (1,096
    )
    
    
    
    
    
    
    1,544Income taxes
    
    
    1,068
    
    
    
    70
    
    
    
    
    
    
    
    1,138Income (loss) from continuing operations
    
    $
    1,572
    
    
    $
    (1,166
    )
    
    $
    
    
    
    $
    406
 12




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##### Table of Contents



Balance sheet as of April 2, 2005: GuarantorParent
    
    
    subsidiaries
    
    
    TotalAssetsCurrent assets:Cash and equivalents
    
    $
    
    
    
    $
    27,364
    
    
    $
    27,364Accounts and notes receivable
    
    
    
    
    
    
    22,153
    
    
    
    22,153Inventories
    
    
    
    
    
    
    132,758
    
    
    
    132,758Prepaid expenses
    
    
    
    
    
    
    6,619
    
    
    
    6,619Recoverable income taxes
    
    
    841
    
    
    
    
    
    
    
    841Total current assets
    
    
    841
    
    
    
    188,894
    
    
    
    189,735Property and equipment, less allowances for depreciation
    
    
    37,919
    
    
    
    269,897
    
    
    
    307,816Other assets
    
    
    2,841
    
    
    
    46,476
    
    
    
    49,317$
    41,601
    
    
    $
    505,267
    
    
    $
    546,868Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    75,786
    
    
    $
    75,786Accrued liabilities
    
    
    12,581
    
    
    
    42,360
    
    
    
    54,941Current maturities of long-term liabilities
    
    
    1,754
    
    
    
    46,690
    
    
    
    48,444Total current liabilities
    
    
    14,335
    
    
    
    164,836
    
    
    
    179,171Long-term liabilities:Long-term debt
    
    
    110,504
    
    
    
    22,764
    
    
    
    133,268Capital lease obligations
    
    
    
    
    
    
    27,212
    
    
    
    27,212Pension and post-retirement benefits
    
    
    47,994
    
    
    
    4,235
    
    
    
    52,229Total long-term liabilities
    
    
    158,498
    
    
    
    54,211
    
    
    
    212,709Deferred items:Income taxes
    
    
    8,823
    
    
    
    
    
    
    
    8,823Other
    
    
    2,162
    
    
    
    19,688
    
    
    
    21,850Total deferred items
    
    
    10,985
    
    
    
    19,688
    
    
    
    30,673Amounts due parent from subsidiaries
    
    
    (141,381
    )
    
    
    141,381
    
    
    
    Shareholders Equity:Common stock, Classes A and B
    
    
    26,630
    
    
    
    
    
    
    
    26,630Retained earnings
    
    
    5,739
    
    
    
    125,151
    
    
    
    130,890Cost of common stock in treasury
    
    
    (15,755
    )
    
    
    
    
    
    
    (15,755
    )Deferred cost  restricted stock
    
    
    (137
    )
    
    
    
    
    
    
    (137
    )Notes receivable  stock purchases
    
    
    (11
    )
    
    
    
    
    
    
    (11
    )Accumulated other comprehensive loss
    
    
    (17,302
    )
    
    
    
    
    
    
    (17,302
    )Total shareholders equity
    
    
    (836
    )
    
    
    125,151
    
    
    
    124,315$
    41,601
    
    
    $
    505,267
    
    
    $
    546,868
 13




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##### Table of Contents



Balance sheet as of March 27, 2004: GuarantorParent
    
    
    subsidiaries
    
    
    TotalAssetsCurrent assets:Cash and equivalents
    
    $
    
    
    
    $
    27,584
    
    
    $
    27,584Accounts and notes receivable
    
    
    
    
    
    
    23,864
    
    
    
    23,864Inventories
    
    
    
    
    
    
    126,840
    
    
    
    126,840Prepaid expenses
    
    
    
    
    
    
    6,495
    
    
    
    6,495Recoverable income taxes
    
    
    5,400
    
    
    
    
    
    
    
    5,400Total current assets
    
    
    5,400
    
    
    
    184,783
    
    
    
    190,183Property and equipment, less allowances for depreciation
    
    
    32,717
    
    
    
    264,311
    
    
    
    297,028Other assets
    
    
    3,247
    
    
    
    51,947
    
    
    
    55,194$
    41,364
    
    
    $
    501,041
    
    
    $
    542,405Liabilities and Shareholders EquityCurrent liabilities:Accounts payable
    
    $
    
    
    
    $
    80,614
    
    
    $
    80,614Accrued liabilities
    
    
    8,722
    
    
    
    39,448
    
    
    
    48,160Current maturities of long-term liabilities
    
    
    1,587
    
    
    
    1,840
    
    
    
    3,427Total current liabilities
    
    
    10,309
    
    
    
    121,902
    
    
    
    132,211Long-term liabilities:Long-term debt
    
    
    112,173
    
    
    
    61,988
    
    
    
    174,161Capital lease obligations
    
    
    
    
    
    
    28,188
    
    
    
    28,188Pension and post-retirement benefits
    
    
    38,541
    
    
    
    4,184
    
    
    
    42,725Total long-term liabilities
    
    
    150,714
    
    
    
    94,360
    
    
    
    245,074Deferred items:Income taxes
    
    
    18,309
    
    
    
    
    
    
    
    18,309Other
    
    
    55
    
    
    
    18,480
    
    
    
    18,535Total deferred items
    
    
    18,364
    
    
    
    18,480
    
    
    
    36,844Amounts due parent from subsidiaries
    
    
    (145,664
    )
    
    
    145,664
    
    
    
    Shareholders Equity:Common stock, Classes A and B
    
    
    26,570
    
    
    
    
    
    
    
    26,570Retained earnings
    
    
    10,178
    
    
    
    120,635
    
    
    
    130,813Cost of common stock in treasury
    
    
    (15,011
    )
    
    
    
    
    
    
    (15,011
    )Deferred cost  restricted stock
    
    
    (211
    )
    
    
    
    
    
    
    (211
    )Notes receivable  stock purchases
    
    
    (11
    )
    
    
    
    
    
    
    (11
    )Accumulated other comprehensive loss
    
    
    (13,874
    )
    
    
    
    
    
    
    (13,874
    )Total shareholders equity
    
    
    7,641
    
    
    
    120,635
    
    
    
    128,276$
    41,364
    
    
    $
    501,041
    
    
    $
    542,405
 14




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##### Table of Contents



Statement of cash flows for the year ended April 2, 2005: GuarantorParent
    
    
    subsidiaries
    
    
    TotalNet cash provided by operating activities
    
    $
    11,273
    
    
    $
    15,264
    
    
    $
    26,537Net cash used for investing activities
    
    
    (8,889
    )
    
    
    (34,201
    )
    
    
    (43,090
    )Financing activities:Proceeds of long-term borrowings
    
    
    
    
    
    
    140,000
    
    
    
    140,000Proceeds of sales/leasebacks
    
    
    4,994
    
    
    
    11,374
    
    
    
    16,368Repayments of long-term debt and capital leases
    
    
    (1,502
    )
    
    
    (135,350
    )
    
    
    (136,852
    )Cash dividends paid
    
    
    (4,110
    )
    
    
    
    
    
    
    (4,110
    )Other financing activities
    
    
    (1,766
    )
    
    
    2,693
    
    
    
    927Net cash provided by (used for) financing activities
    
    
    (2,384
    )
    
    
    18,717
    
    
    
    16,333Net decrease in cash and equivalents
    
    
    
    
    
    
    (220
    )
    
    
    (220
    )Cash and equivalents at beginning of period
    
    
    
    
    
    
    27,584
    
    
    
    27,584Cash and equivalents at end of period
    
    $
    
    
    
    $
    27,364
    
    
    $
    27,364
 Statement of cash flows for the year ended March 27, 2004: GuarantorParent
    
    
    subsidiaries
    
    
    TotalNet cash provided by operating activities
    
    $
    22,280
    
    
    $
    21,436
    
    
    $
    43,716Net cash used for investing activities
    
    
    (92
    )
    
    
    (25,855
    )
    
    
    (25,947
    )Financing activities:Repayments of short-term borrowings
    
    
    
    
    
    
    (1,700
    )
    
    
    (1,700
    )Proceeds of long-term borrowings
    
    
    
    
    
    
    50,000
    
    
    
    50,000Proceeds of sales/leasebacks
    
    
    
    
    
    
    12,338
    
    
    
    12,338Repayments of long-term debt and capital leases
    
    
    (18,042
    )
    
    
    (56,791
    )
    
    
    (74,833
    )Cash dividends paid
    
    
    (4,130
    )
    
    
    
    
    
    
    (4,130
    )Other financing activities
    
    
    (16
    )
    
    
    (157
    )
    
    
    (173
    )Net cash provided by (used for) financing activities
    
    
    (22,188
    )
    
    
    3,690
    
    
    
    (18,498
    )Net decrease in cash and equivalents
    
    
    
    
    
    
    (729
    )
    
    
    (729
    )Cash and equivalents at beginning of period
    
    
    
    
    
    
    28,313
    
    
    
    28,313Cash and equivalents at end of period
    
    $
    
    
    
    $
    27,584
    
    
    $
    27,584
 15




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##### Table of Contents



Statement of cash flows for the year ended March 29, 2003: GuarantorParent
    
    
    subsidiaries
    
    
    TotalNet cash provided by operating activities
    
    $
    35,637
    
    
    $
    2,715
    
    
    $
    38,352Net cash used for investing activities
    
    
    (224
    )
    
    
    (37,875
    )
    
    
    (38,099
    )Financing activities:Proceeds of short-term borrowings
    
    
    
    
    
    
    400
    
    
    
    400Proceeds of long-term borrowings
    
    
    
    
    
    
    76,000
    
    
    
    76,000Proceeds of sales/leasebacks
    
    
    
    
    
    
    34,537
    
    
    
    34,537Repayments of long-term debt and capital leases
    
    
    (31,523
    )
    
    
    (84,520
    )
    
    
    (116,043
    )Cash dividends paid
    
    
    (3,506
    )
    
    
    
    
    
    
    (3,506
    )Other financing activities
    
    
    (384
    )
    
    
    (460
    )
    
    
    (844
    )Net cash provided by (used for) financing activities
    
    
    (35,413
    )
    
    
    25,957
    
    
    
    (9,456
    )Net decrease in cash and equivalents
    
    
    
    
    
    
    (9,203
    )
    
    
    (9,203
    )Cash and equivalents at beginning of period
    
    
    
    
    
    
    37,516
    
    
    
    37,516Cash and equivalents at end of period
    
    $
    
    
    
    $
    28,313
    
    
    $
    28,313
 
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 
 Item 9A. Controls and Procedures An evaluation was performed under the supervision and with the participation of management,
including the Companys principal executive officer and its
principal financial officer, of the
effectiveness of the design and operation of the Companys disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934
(the Exchange Act)) as of April 2, 2005, the end of
the period covered by this report. Based on that evaluation, and solely as a result of the
Companys failure to file timely a single report on Form 8-K regarding a litigation settlement, the
Companys principal executive officer and the principal financial officer concluded that as of the end of the
period covered by this report the Companys disclosure controls and procedures were not effective
to ensure that information required to be disclosed by the Company in the reports it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified by the Securities and Exchange Commission. Subsequent to fiscal
year end, the Company has taken remedial measures to improve the communications and procedures with
respect to capturing this type of information for future periods. There have been no changes in the
Companys internal control over financial reporting that occurred during the fourth quarter of 2005
that have materially affected, or are reasonably likely to materially affect, the Companys internal control
over financial reporting. 
 Item 9B. Other Information None. 16




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##### Table of Contents



PART III In accordance with Instruction G(3), except as indicated in the following sentence, certain
information called for by Items 10, 11, 12, 13 and 14 is incorporated by reference from those parts
of Registrants definitive Proxy Statement captioned Election of Directors, Compensation of
Executive Officers, Security Ownership of Management and Certain Beneficial Owners, Section
16(a) Beneficial Ownership Reporting Compliance, Certain Relationships and Related Transactions,
and Independent Registered Public Accounting Firm, respectively, pursuant to Regulation 14A, to
be filed with the Commission not later than 120 days after April 2, 2005, the end of the fiscal
year covered by this report. As permitted by Instruction G(3), the information on executive
officers called for by Item 10 is included in Part I of this Annual Report on Form 10-K under the
caption Executive Officers of the Registrant. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters: The following table provides information concerning the Companys equity incentive plans as of
April 2, 2005. EQUITY COMPENSATION PLAN INFORMATION Number of securitiesNumber of
    
    
    
    
    
    
    remaining availablesecurities to be
    
    
    
    
    
    
    for future issuanceissued upon
    
    
    
    
    
    
    under equityexercise of
    
    
    Weighted-average
    
    
    compensation plansoutstanding
    
    
    exercise price of
    
    
    (excluding sharesoptions, warrants
    
    
    outstanding options,
    
    
    reflected in firstPlan Category
    
    and rights
    
    
    warrants and rights
    
    
    column)Equity compensation plans
approved by shareholdersClass A
    
    
    1,324,086
    
    
    $
    14.12
    
    
    
    127,914
    (1)Class B
    
    
    526,798
    
    
    $
    10.95
    
    
    
    127,914
    (1)Equity compensation plans not
approved by shareholders
    
    
    0
    
    
    
    
    
    
    
    0Total
    
    
    1,850,884
    
    
    $
    13.22
    
    
    
    127,914
   (1)
    
    Plans authorize the grant of options to purchase either class of common stock. 17




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##### Table of Contents



PART IV 
 Item 15. Exhibits and Financial Statement Schedules (a)
    
    
    (1
    )
    
    The following consolidated financial statements of Marsh Supermarkets, Inc. and
subsidiaries, included in the 2005 Annual Report to Shareholders for the year ended April 2,
2005, are incorporated by reference in Item 8:Consolidated Balance Sheets as of April 2, 2005 and March 27, 2004.Consolidated Statements of Income for each of the three years in the period ended April 2, 2005.Consolidated Statements of Changes in Shareholders Equity for each of the three years in the period ended April 2, 2005.Consolidated Statements of Cash Flows for each of the three years in the period ended
April 2, 2005.Notes to Consolidated Financial Statements.Report of Independent Registered Public Accounting Firm(2
    )
    
    Note: All schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission
are not required under the related instructions, or are inapplicable, and therefore have been omitted.(3
    )
    
    The following exhibits are included in Item 15(b):Exhibit 3
    
    
    (a
    )

    
    Restated Articles of Incorporation, as amended as of May 15, 1991  Incorporated by reference to
Form 10-K for the year ended March 30, 1991.(b
    )
    
    By-Laws as amended as of November 26, 1997  Incorporated by reference to Form 10-Q for the quarter ended January 3,
1998.Exhibit 4
    
    
    (a
    )
    
    Articles V, VI and VII of the Companys Restated Articles of Incorporation, as amended as of May 15,
1991  Incorporated by reference to Form 10-K for the year ended March 30, 1991.(b
    )
    
    Articles I and IV of the Companys By-Laws, as amended as of November 26, 1997  Incorporated by
reference to Form 10-Q for the quarter ended January 3, 1998.(c
    )
    
    Agreement of the Company to furnish a copy of any agreement relating to certain long-term debt and
leases to the Securities and Exchange Commission upon its request  Incorporated by reference to Form 10-K for the year
ended March 27, 1987.(d
    )
    
    Amended and Restated Rights Agreement, dated as of December 24, 1998, between Marsh Supermarkets, Inc. and National City Bank -
Incorporated by reference to Form 8-K, dated December 21, 1998.(e
    )
    
    Indenture, dated August 5, 1997, between Marsh Supermarkets, Inc. and certain of its subsidiaries
and State Street Bank and Trust Company, as trustee, for $150,000,000 8-7/8% Senior Subordinated Notes, due 2007  Incorporated by
reference to Registration Statement on Form S-4 (File No. 333-34855).(f
    )
    
    First Supplemental Indenture between Marsh Supermarkets, Inc. and certain of its subsidiaries and State
Street Bank and Trust Company, as trustee, dated December 31, 1997  Incorporated by reference to Form 10-K for the year ended March 28,
1998.(g
    )
    
    Second Supplemental Indenture between Marsh Supermarkets, Inc. and certain of its subsidiaries and State Street Bank and Trust
Company, as trustee, dated January 28, 2000  Incorporated by reference to Form 10-K for the year ended April 1, 2000.(h
    )
    
    Third Supplemental Indenture between Marsh Supermarkets, Inc. and certain of its subsidiaries and State
Street Bank and Trust Company, as trustee, dated June 22, 2000  Incorporated by reference to From 10-K for the year ended
April 1, 2000.
 18




---



##### Table of Contents



(i
    )
    
    Fourth Supplemental Indenture between Marsh Supermarkets, Inc. and certain of its subsidiaries and State Street Bank and Trust
Company, as trustee, dated October 15, 2001  Incorporated by reference to Registration Statement on Form S-8 (File No. 333-82908).(j
    )
    
    Amended and Restated Credit Agreement between Marsh Supermarkets, Inc. and certain of its subsidiaries and The Provident Bank,
as Agent and Arranger, dated February 19, 2002  Incorporated by reference to Form 10-Q for the quarter ended January 5, 2002.(l
    )
    
    First Amendment to Amended and Restated Credit Agreement between Marsh Supermarkets, Inc. and certain of its subsidiaries and
The Provident Bank, as Agent and Arranger, dated as of December 27, 2002  Incorporated by reference to Form 10-Q for the
quarter ended
January 4, 2003.(l
    )
    
    Second Amended and Restated Credit Agreement between Marsh Supermarkets, Inc. and certain of its subsidiaries and the Provident
Bank, as Agent and Arranger, dated as of March 21, 2003  Incorporated by reference to Form 10-K for the year ended March 29,
2003.(m
    )
    
    First Amendment to Second Amended and Restated Credit Agreement between Marsh Supermarkets, Inc. and certain of its subsidiaries
and The Provident Bank, as Agent and Arranger, dated as of May 23, 2003  Incorporated by reference to Form 10-K for the year
ended March 29, 2003.(n
    )
    
    Second Amendment to Second Amended and Restated Credit Agreement, dated as October 3, 2003  Incorporated by reference to Form
10-Q for the quarter ended October 11, 2003.Exhibit 10
    
    
    (a
    )
    
    Agreements between Ruan Leasing Company and Marsh Supermarkets, Inc., dated
September 18, 1987  Incorporated by reference to Registration Statement on Form S-2 (File No. 33-17730).(b
    )
    
    Lease agreements relating to warehouse located at 333 South Franklin Road, Indianapolis,
Indiana  Incorporated by reference to Registration Statement on Form
S-2 (File No. 33-17730).Management Contracts and Compensatory Plans:(c
    )
    
    Supplemental Retirement Plan of Marsh Supermarkets, Inc. and Subsidiaries  Incorporated
by reference to Registration Statement on Form S-2 (File No. 33-17730).(d
    )
    
    Indemnification Agreements  Incorporated by reference to Form 10-Q for quarter ended January
6, 1990.(e
    )
    
    Marsh Supermarkets, Inc. 1991 Employee Stock Incentive Plan  Incorporated by reference to Proxy Statement, dated March 22,
1991, for a Special Meeting of Shareholders held May 1, 1991.(f
    )
    
    Marsh Supermarkets, Inc. Executive Supplemental Long-Term Disability Plan  Incorporated
by reference to Form 10-K for the year ended March 30, 1991.(g
    )
    
    Marsh Supermarkets, Inc. 1992 Stock Option Plan for Outside Directors  Incorporated by reference
to Proxy Statement, dated June 25, 1992, for the Annual Meeting of Shareholders held August 4, 1992.(h
    )
    
    Amendment to Marsh Supermarkets, Inc. 1991 Employee Stock Incentive Plan  Incorporated by reference to Proxy
Statement, dated June 22, 1995, for Annual Meeting of Shareholders held
August 1, 1995.(i
    )
    
    Severance Benefits Agreements, dated as of January 1, 1996  Incorporated by reference to Form 10-K for the year
ended March 29, 1997.(j
    )
    
    Form of Split Dollar Insurance Agreement for the benefit of Don E. Marsh  Incorporated by reference to Form 10-K for the
year ended March 29, 1997.(k
    )
    
    Form of Restricted Stock Agreement, dated as of September 15, 1997  Incorporated by reference to
Form 10-Q for the quarter ended October 11, 1997.(l
    )
    
    Marsh Supermarkets, Inc. Outside Directors Stock Plan, as adopted November 26, 1997  Incorporated by
reference to Form 10-Q for the quarter ended January 3, 1998.(m
    )
    
    Marsh Supermarkets, Inc. 1998 Stock Incentive Plan, effective as of June 1, 1998  Incorporated by reference to Proxy Statement,
dated June 25, 1998, for the Annual Meeting of Shareholders held August 4, 1998.(n
    )
    
    Executive Stock Purchase Plan of Mash Supermarkets, Inc., effective as of September 1, 1998  Incorporated
by reference to Proxy Statement, dated June 25, 1998, for the Annual Meeting of Shareholders held August 4, 1998.
 19




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##### Table of Contents



(o
    )
    
    Marsh Deferred Compensation Plan  Incorporated by reference to Form S-8, dated
September 25, 1998 (File No. 333-64343).(p
    )
    
    1999 Outside Directors Stock Option Plan, effective as of June 1, 1999  Incorporated by reference to Proxy
Statement, dated June 27, 1999, for Annual Meeting of Shareholders held August 3, 1999.(q
    )
    
    Form of Employment Agreement, dated as of August 3, 1999  Incorporated by reference to Form 10-Q for the quarter ended October
9, 1999.(r
    )
    
    1999 Senior Executive Supplemental Retirement Plan, dated as of August 3, 1999  Incorporated by reference to Form 10-Q for the
quarter ended October 9, 1999.(s
    )
    
    Forms of Guarantee related to Executive Stock Purchase Plan of Marsh Supermarkets, Inc.  Incorporated by reference to Form 10-K
for the year ended April 1, 2000.(t
    )
    
    First Amendment to 1999 Senior Executive Supplemental Retirement Plan, dated February 13, 2003-Incorporated by reference to Form
10-Q for the quarter ended January 4, 2003.(u
    )
    
    Employment Agreement between Marsh Supermarkets, LLC and Frank J. Bryja, dated as of September 15, 2002  Incorporated by
reference to Form 10-Q for the quarter ended January 4, 2003.(v
    )
    
    Employment Agreement between Marsh Supermarkets, Inc. and Don E. Marsh, dated as of August 3, 1999  Incorporated by reference
to Form 10-K for the year ended March 29, 2003.(w
    )
    
    Employment Agreement between Marsh Supermarkets, Inc. and David A. Marsh, dated as of August 9, 2002  Incorporated by reference
to Form 10-K for the year ended March 29, 2003.(x
    )
    
    Employment Agreement between Marsh Supermarkets, Inc. and William L. Marsh, dated as of August 3, 1999  Incorporated by
reference to Form 10-K for the year ended March 29, 2003.(y
    )
    
    Employment Agreement between Marsh Supermarkets, Inc. and P. Lawrence Butt, dated as of August 3, 1999  Incorporated by
reference to Form 10-K for the year ended March 29, 2003.(z
    )
    
    Employment Agreement, as amended, between Marsh Supermarkets, Inc, and Douglas W. Dougherty, dated as of August 3, 1999 
Incorporated by reference to Form 10-K for the year ended March 29, 2003.(aa)
    
    Employment Agreement between Crystal Food Services, LLC and Jack J. Bayt, dated as of Marsh 30, 2003  Incorporated by reference
to Form 10-K for the year ended March 29, 2003.(ab)
    
    Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc. and Douglas W. Dougherty, dated as of May 6, 1998 
Incorporated by reference to Form 10-K for the year ended March 29, 2003.(ac)
    
    Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc. and P. Lawrence Butt, dated as of October 22, 1997 
Incorporated by reference to Form 10-K for the year ended March 29, 2003.(ad)
    
    Split Dollar Agreement between Marsh Supermarkets, Inc. and American National Trust and Investment Company, Trustee of the Don
E. Marsh 1983 Irrevocable Trust for Children, dated as of January 1, 1997  Incorporated by reference to Form 10-K for the year
ended March 29, 2003.(ae)
    
    Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc. and Don E. Marsh, Trustee u/a David A. Marsh Irrevocable
Trust, dated January 16, 2002, dated as of January 17, 2002  Incorporated by reference to Form 10-K for the year ended March
29, 2003.(af)
    
    Amended and Restated Supplemental Retirement Plan, dated as of January 1, 1997  Incorporated by reference to Form 10-K for the
year ended March 29, 2003.(ag)
    
    First Amendment to Amended and Restated Supplemental Retirement Plan, dated as of December 31, 1998  Incorporated by reference
to Form 10-K for the year ended March 29, 2003.(ah)
    
    Amended and Restated Marsh Equity Ownership Plan, dated as of January 1, 1989  Incorporated by reference to Form 10-K for the
year ended March 29, 2003.(ai)
    
    First Amendment to Amended and Restated Marsh Equity Ownership Plan, dated as of
December 7, 2001  Incorporated by reference to Form 10-K for the year ended March 29, 2003.(aj)
    
    Second Amendment to Amended and Restated Marsh Equity Ownership Plan, dated as of December 31, 2002  Incorporated by reference
to Form 10-K for the year ended March 29, 2003.(ak)
    

Third Amendment to Amended and Restated Marsh Equity Ownership Plan, dated as of December 31, 2003  Incorporated by reference to Form 10-K
for the year ended March 27, 2004.(al)
    

Second Amendment to Amended and Restated Supplemental Retirement Plan, dated as of February 19, 2004  Incorporated by reference to Form 10-K
for the year ended March 27, 2004.(am)
    

First Amendment to Marsh Deferred Compensation Plan, dated as of December 31, 2003  Incorporated by reference to Form 10-K
for the year ended March 27, 2004.
 20




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##### Table of Contents



(an)
    
    Confidential Settlement Agreement and Release of All Claims, dated as of April 13, 2005 *(ao)
    
    Summary of Director and Executive Officer Compensation *(ap)
    

Amended
and Restated Marsh Deferred Compensation Plan, effective as of January 1, 2005 *
 Exhibit 13 -
    
    2005 Annual Report to Shareholders (only portions specifically incorporated by reference are included herein).*Exhibit 21 -
    
    Subsidiaries of the Registrant.*Exhibit 23 -
    

Consent of Independent Registered Public Accounting Firm*Exhibit 31.1
    
    Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.*Exhibit 31.2
    
    Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.*Exhibit 32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*Exhibit 32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
  (b)
    
    Exhibits:  
See Exhibit Index(c)
    
    Financial Statement Schedules:  See
Item 15(a)(2)    21




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##### Table of Contents



Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized. MARSH SUPERMARKETS, INC.June 23, 2005
    
    By:
    
    /s/ Don E. MarshDon E. Marsh,Chief Executive Officer
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated. June 23, 2005
    
    /s/ Don E. MarshDon E. Marsh, Chairman of the Boardand Chief Executive Officer and DirectorJune 23, 2005
    
    /s/ Mark A. VarnerMark A. Varner, Vice President -Corporate Controller andInterim Chief Financial OfficerJune 23, 2005
    
    /s/ William L. MarshWilliam L. Marsh, Senior Vice President-Property Management, and DirectorJune 23, 2005
    
    /s/ J. Michael BlakleyJ. Michael Blakley, DirectorJune 23, 2005
    
    /s/ P. Lawrence ButtP. Lawrence Butt, Senior Vice President,Counsel and Secretary, and DirectorJune 23, 2005
    
    /s/ Charles R. ClarkCharles R. Clark, DirectorJune 23, 2005
    
    /s/ John J. HeidtJohn J. Heidt, DirectorJune 23, 2005
    
    /s/ Stephen M. HuseStephen M. Huse, DirectorJune 23, 2005
    
    /s/ Catherine A. LanghamCatherine A. Langham, DirectorJune 23, 2005
    
    /s/ James K. RiskJames K. Risk, III, DirectorJune 23, 2005
    
    /s/ K. Clay SmithK. Clay Smith, Director
 22




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##### Table of Contents



Exhibit Index Exhibit 3
    
    (a)
    
    Restated Articles of Incorporation, as amended as of May 15, 1991  Incorporated by
reference to Form 10-K for the year ended March 30, 1991.(b)
    
    By-Laws, as amended as of November 26, 1997  Incorporated by reference to Form 10-Q
for the quarter ended January 3, 1998.Exhibit 4
    
    (a)
    
    Articles V, VI and VII of the Companys Restated Articles of Incorporation, as amended
as of May 15, 1991  Incorporated by reference to Form 10-K for the year ended
March 30, 1991.(b)
    
    Articles I and IV of the Companys By-Laws, as amended as of November 26, 1997 -
Incorporated by reference to Form 10-Q for the quarter ended January 3, 1998.(c)
    
    Agreement of the Company to furnish a copy of any agreement relating to certain long-
term debt and leases to the Securities and Exchange Commission upon its request  Incorporated
by reference to Form 10-K for the year ended March 27, 1987.(d)
    
    Amended and Restated Rights Agreement, dated as of August 1, 1989,
between Marsh Supermarkets, Inc. and National City Bank, dated as of December
24, 1998  Incorporated by reference to Form 8-K, dated December 21, 1998.(e)
    
    Indenture, dated August 5, 1997, between Marsh Supermarkets, Inc. and certain of
its subsidiaries and State Street Bank and Trust Company, as trustee, for $150,000,000
8-7/8% Senior Subordinated Notes, due 2007  Incorporated by reference to Registration
Statement on Form S-4 (File No. 333-34855).(f)
    
    First Supplemental Indenture between Marsh Supermarkets, Inc. and certain of its
subsidiaries and State Street Bank and Trust Company, as trustee, dated December 31, 1997 
Incorporated by reference to Form 10-K for the year ended March 28, 1998.(g)
    
    Second Supplemental Indenture between Marsh Supermarkets, Inc. and
certain of its subsidiaries and State Street Bank and Trust Company, as
trustee, dated January 28, 2000.  Incorporated by reference to Form 10-K for
the year ended April 1, 2000.(h)
    
    Third Supplemental Indenture between Marsh Supermarkets, Inc. and
certain of its subsidiaries and State Street Bank and Trust Company, as
trustee, dated June 22, 2000.  Incorporated by reference to Form 10-K for the
year ended April 1, 2000.(i)
    
    Fourth Supplemental Indenture between Marsh Supermarkets, Inc. and
certain of its subsidiaries and State Street Bank and Trust Company, as trustee,
dated October 15, 2001  Incorporated by reference to Registration Statement on
Form S-8 (File No. 333-82908)(j)
    
    Amended and Restated Credit Agreement between Marsh Supermarkets,
Inc. and certain of its subsidiaries and The Provident Bank, as Agent and
Arranger, dated February 19, 2002  Incorporated by reference to Form 10-Q for
the quarter ended January 5, 2002.(k)
    
    First Amendment to Amended and Restated Credit Agreement between
Marsh Supermarkets, Inc. and certain of its subsidiaries and The Provident
Bank, as Agent and Arranger, dated as of December 27, 2002 Incorporated by
reference to Form 10-Q for the quarter ended
January 4, 2003.(l)
    
    Second Amended and Restated Credit Agreement between Marsh
Supermarkets, Inc. and certain of its subsidiaries and the Provident Bank, as
Agent and Arranger, dated as of March 21, 2003 Incorporated by reference to
Form 10-K for the year ended March 29, 2003.(m)
    
    First Amendment to Second Amended and Restated Credit Agreement
between Marsh Supermarkets, Inc. and certain of its subsidiaries and The
Provident Bank, as Agent and Arranger, dated as of May 23, 2003  Incorporated
by reference to Form 10-K for the year ended March 29, 2003.(n)
    
    Second Amendment to Second Amended and Restated Credit Agreement,
dated as October 3, 2003  Incorporated by reference to Form 10-Q for the
quarter ended October 11, 2003.
 23




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##### Table of Contents



Exhibit 10
    
    (a)
    
    Agreements between Ruan Leasing Company and Marsh Supermarkets, Inc., dated
September 18, 1987  Incorporated by reference to Registration Statement on Form S-2 (File No. 33-17730).(b)
    
    Lease agreements relating to warehouse located at 333 South Franklin Road,
Indianapolis, Indiana  Incorporated by reference to Registration Statement on Form S-2 (File
No. 33-17730).Management Contracts and Compensatory Plans:(c)
    
    Supplemental Retirement Plan of Marsh Supermarkets, Inc. and Subsidiaries -
Incorporated by reference to Registration Statement on Form S-2 (File No. 33-17730).(d)
    
    Indemnification Agreements  Incorporated by reference to Form 10-Q for the quarter
ended January 6, 1990.(e)
    
    Marsh Supermarkets, Inc. 1991 Employee Stock Incentive Plan  Incorporated by
reference to Proxy Statement, dated March 22, 1991, for a Special Meeting of Shareholders held
May 1, 1991.(f)
    
    Marsh Supermarkets, Inc. Executive Supplemental Long-Term Disability Plan -
Incorporated by reference to Form 10-K for the year ended March 30, 1991.(g)
    
    Marsh Supermarkets, Inc. 1992 Stock Option Plan for Outside Directors -
Incorporated by reference to Proxy Statement, dated June 25, 1992, for the Annual Meeting of
Shareholders held August 4, 1992.(h)
    
    Amendment to Marsh Supermarkets, Inc. 1991 Employee Stock Incentive
Plan  Incorporated by reference to Proxy Statement, dated June 22, 1995, for
Annual Meeting of Shareholders held August 1, 1995.(i)
    
    Severance Benefits Agreements, dated as of January 1, 1996.  Incorporated by
reference to Form 10-K for the year ended March 29, 1997.(j)
    
    Form of Split Dollar Insurance Agreement for the benefit of Don E. Marsh -
Incorporated by reference to Form 10-K for the year ended March 29, 1997.(k)
    
    Form of Restricted Stock Agreement, dated as of September 15, 1997  Incorporated
by reference to Form 10-Q for the quarter ended October 11, 1997.(l)
    
    Marsh Supermarkets, Inc. Outside Directors Stock Plan, as adopted November 26,
1997  Incorporated by reference to Form 10-Q for the quarter ended January 3, 1998.(m)
    
    Marsh Supermarkets, Inc. 1998 Stock Incentive Plan, effective as of
June 1, 1998  Incorporated by reference to Proxy Statement, dated June 25,
1998, for the Annual Meeting of Shareholders held August 4, 1998.(n)
    
    Executive Stock Purchase Plan of Mash Supermarkets, Inc., effective as of September
1, 1998  Incorporated by reference to Proxy Statement, dated June 25, 1998, for the Annual
Meeting of Shareholders held August 4, 1998.(o)
    
    Marsh Deferred Compensation Plan  Incorporated by reference to Form S-8, dated
September 25, 1998 (File No. 333-64343).(p)
    
    1999 Outside Directors Stock Option Plan, dated as of June 1, 1999
 Incorporated by reference to Proxy Statement, dated June 27, 1999, for
Annual Meeting of Shareholders held August 3, 1999.(q)
    
    Form of Employment Agreement, dated as of August 3, 1999
Incorporated by reference to Form 10-Q for the quarter ended October 9, 1999.(r)
    
    1999 Senior Executive Supplemental Retirement Plan, dated as of
August 3, 1999  Incorporated by reference to Form 10-Q for the quarter ended
October 9, 1999.(s)
    
    Forms of Guarantee related to Executive Stock Purchase Plan of Marsh
Supermarkets, Inc.  Incorporated by reference to Form 10-K for the year ended
April 1, 2000.(t)
    
    First Amendment to 1999 Senior Executive Supplemental Retirement
Plan, dated February 13, 2003-Incorporated by reference to Form 10-Q for the
quarter ended January 4, 2003.(u)
    
    Employment Agreement between Marsh Supermarkets, LLC and Frank J.
Bryja, dated as of September 15, 2002 -Incorporated by reference to Form 10-Q
for the quarter ended January 4, 2003.(v)
    
    Employment Agreement between Marsh Supermarkets, Inc. and Don E.
Marsh, dated as of August 3, 1999  Incorporated by reference to Form 10-K for
the year ended March 29, 2003.(w)
    
    Employment Agreement between Marsh Supermarkets, Inc. and David A.
Marsh, dated as of August 9, 2002  Incorporated by reference to Form 10-K for
the year ended March 29, 2003.
 24




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##### Table of Contents



(x)
    
    Employment Agreement between Marsh Supermarkets, Inc. and William L.
Marsh, dated as of August 3, 1999  Incorporated by reference to Form 10-K for
the year ended March 29, 2003.(y)
    
    Employment Agreement between Marsh Supermarkets, Inc. and P.
Lawrence Butt, dated as of August 3, 1999  Incorporated by reference to Form
10-K for the year ended March 29, 2003.(z)
    
    Employment Agreement, as amended, between Marsh Supermarkets, Inc,
and Douglas W. Dougherty, dated as of August 3, 1999  Incorporated by
reference to Form 10-K for the year ended March 29, 2003.(aa)
    
    Employment Agreement between Crystal Food Services, LLC and Jack J.
Bayt, dated as of Marsh 30, 2003  Incorporated by reference to Form 10-K for
the year ended March 29, 2003.(ab)
    
    Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc.
and Douglas W. Dougherty, dated as of May 6, 1998  Incorporated by reference
to Form 10-K for the year ended March 29, 2003.(ac)
    
    Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc.
and P. Lawrence Butt, dated as of October 22, 1997  Incorporated by reference
to Form 10-K for the year ended March 29, 2003.(ad)
    
    Split Dollar Agreement between Marsh Supermarkets, Inc. and American
National Trust and Investment Company, Trustee of the Don E. Marsh 1983
Irrevocable Trust for Children, dated as of January 1, 1997  Incorporated by
reference to Form 10-K for the year ended March 29, 2003.(ae)
    
    Split-Dollar Insurance Agreement between Marsh Supermarkets, Inc.
and David A. Marsh, dated as of January 17, 2002  Incorporated by reference
to Form 10-K for the year ended March 29, 2003.(af)
    
    Amended and Restated Supplemental Retirement Plan, dated as of
January 1, 1997  Incorporated by reference to Form 10-K for the year ended
March 29, 2003.(ag)
    
    First Amendment to Amended and Restated Supplemental Retirement
Plan, dated as of December 31, 1998  Incorporated by reference to Form 10-K
for the year ended March 29, 2003.(ah)
    
    Amended and Restated Marsh Equity Ownership Plan, dated as of
January 1, 1989  Incorporated by reference to Form 10-K for the year ended
March 29, 2003.(ai)
    
    First Amendment to Amended and Restated Marsh Equity Ownership Plan,
dated as of December 7, 2001  Incorporated by reference to Form 10-K for the
year ended March 29, 2003.(aj)
    
    Second Amendment to Amended and Restated Marsh Equity Ownership
Plan, dated as of December 31, 2002  Incorporated by reference to Form 10-K
for the year ended March 29, 2003.(ak)
    
    Third Amendment to Amended and Restated Marsh Equity Ownership Plan,
dated as of December 31, 2003  Incorporated by reference to Form 10-K
for the year ended March 27, 2004.(al)
    
    Second Amendment to Amended and Restated Supplemental Retirement
Plan, dated as of February 19, 2004  Incorporated by reference to Form 10-K
for the year ended March 27, 2004.(am)
    
    First Amendment to Marsh Deferred
Compensation Plan, dated as of December 31, 2003  Incorporated by reference to Form 10-K
for the year ended March 27, 2004.(an)
    
    Confidential Settlement Agreement and Release of All Claims, dated as of April 13, 2005 *(ao)
    
    Summary of Director and Executive Officer Compensation *(ap)
    
    Amended and Restated Marsh Deferred
Compensation Plan, effective as of January 1, 2005 *
 Exhibit 13 -
    
    2005 Annual Report to Shareholders (only portions specifically incorporated
by reference are included herein). *Exhibit 21 -
    
    Subsidiaries of the Registrant.*Exhibit 23 -
    
    Consent of Independent Registered Public Accounting Firm.*Exhibit 31.1
    
    Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.*Exhibit 31.2
    
    Certification pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.*Exhibit 32.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*Exhibit 32.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
    25