<PAGE>
                                                                  Exhibit 10(ah)

                           MARSH EQUITY OWNERSHIP PLAN



                  (Amended and Restated as of January 1, 1989)



<PAGE>
                           MARSH EQUITY OWNERSHIP PLAN

                                Table of Contents



<TABLE>
<CAPTION>
                                    ARTICLE I
                                     Purpose
<S>                                                                               <C>
1.1.     Purpose...................................................................1


                                   ARTICLE II

                                   Definitions
2.1. Definitions...................................................................2

                                   ARTICLE III

                                  Participation

3.1.     Participation............................................................16
3.2.     Termination of Participation.............................................17
3.3.     Participation upon Re-Employment.........................................17
3.4.     Agreement to Terms of Plan...............................................17

                                   ARTICLE IV
                          Contributions and Forfeitures

4.1.     Employer Contributions:..................................................18
4.2.     Employee Contributions...................................................18
4.3.     Forfeitures:.............................................................18
4.4.     Time of Payment of Employer Contributions................................20
4.5.     Form of Contribution.....................................................20
4.6.     Employer Top-Heavy Special Contributions.................................20
4.7.     Rollover Contributions...................................................20
4.8.     Acquisition Loans........................................................20

                                    ARTICLE V
                      Allocations to Participants' Accounts

5.1.     Individual Accounts......................................................22
5.2.     Account Adjustments......................................................22
5.3.     Overall Limitation of Benefits and Contributions.........................28
5.4.     Allocation of Top-Heavy Special Contribution to Provide Minimum Benefit..33
5.5.     ESOP Account:............................................................34

                                   ARTICLE VI
                                    Benefits

6.1.     Time for Distribution....................................................36
6.2.     Method and Medium of Payment.............................................38
6.3.     Normal Retirement Benefit................................................38
6.4.     Delayed Retirement Benefit...............................................38
6.5.     Total and Permanent Disability Benefit...................................38
6.6.     Death Benefit............................................................38
</TABLE>


                                       i
<PAGE>


<TABLE>
<S>                                                                              <C>
6.7.     Vested Benefit:..........................................................39
6.8.     Designation of Beneficiary...............................................40
6.9.     Additional Benefits......................................................41
6.10.    Form of Distribution.....................................................41
6.11.    Distribution of Dividends on Company Stock...............................42
6.12.    Special Restriction on Time of Distribution..............................42
6.13.    Pre-Retirement Distribution Rights:......................................42
6.14.    Interim Valuation Date...................................................43
6.15.    Direct Rollovers.........................................................44

                                   ARTICLE VII
                              Trust; Voting Rights

7.1.     General..................................................................45
7.2.     Return of Employer Contributions.........................................45
7.3.     Voting Rights............................................................45
7.4.     Tender Offer.............................................................46

                                  ARTICLE VIII
                                 Administration

8.1.     Allocation of Responsibility Among Fiduciaries for Plan and Trust
           Administration.........................................................49
8.2.     Appointment of Committee.................................................49
8.3.     Claims Procedure.........................................................49
8.4.     Committee Powers and Duties..............................................50
8.5.     Rules and Decisions......................................................50
8.6.     Committee Procedures.....................................................51
8.7.     Authorization of Member to Sign Documents................................51
8.8.     Duty to Keep Records and File Reports....................................51
8.9.     Authorization of Benefit Payments........................................51
8.10.    Application and Forms for Benefits.......................................51
8.11.    Facility of Payment......................................................51
8.12.    Indemnification of Committee Members.....................................52


                                   ARTICLE IX
                                  Miscellaneous

9.1.     Nonguarantee of Employment...............................................53
9.2.     Rights to Trust Assets...................................................53
9.3.     Nonalienation of Benefits................................................53
9.4.     Discontinuance of Employer Contributions.................................54
9.5.     Single Plan and Trust....................................................54
9.6.     Applicable Law...........................................................54
9.7.     No Restrictions on Financed Shares.......................................54
9.8.     Leased Employees.........................................................54
9.9.     Gender, Number...........................................................54


                                    ARTICLE X
                        Amendments and Action by Employer

10.1.    Amendments...............................................................55
</TABLE>

                                       ii
<PAGE>

<TABLE>

<S>                                                                              <C>
10.2.    Limitation on Amendments:................................................55
10.3.    Action by Employer.......................................................55

                                   ARTICLE XI
             Successor Employer and Merger or Consolidation of Plan

11.1.    Successor Employer.......................................................56
11.2.    Plan Assets:.............................................................56

                                   ARTICLE XII
                                Plan Termination

12.1.    Right to Terminate.......................................................58
12.2.    Partial Termination......................................................58
12.3.    Liquidation of the Trust.................................................58
12.4.    Manner of Distribution...................................................58


                                  ARTICLE XIII
                              Top-Heavy Provisions

13.1.   Top-Heavy Plan Requirements...............................................59
13.2.   Definitions...............................................................59
13.3.   Determination of Top-Heavy Status.........................................60
</TABLE>


                                      iii


<PAGE>
         WHEREAS, effective January 1, 1986, Marsh Supermarkets, Inc. (the
"Company"), an Indiana corporation, adopted the Marsh Equity Ownership Plan, an
employee stock ownership plan and trust (the "Plan"), in order to enable
participating employees to share in the growth and prosperity of the Company;
and

         WHEREAS, the Company has received a determination letter from the
Internal Revenue Service dated June 17, 1987 with respect to the tax-qualified
status of the Plan; and

         WHEREAS, the Company has subsequently amended the Plan from time to
time; and

         WHEREAS, the Company previously maintained the Marsh Supermarkets, Inc.
Employees' Stock Ownership Plan (the "ESOP") and, effective December 30, 1988,
merged the ESOP into this Plan; and

         WHEREAS, the Company intends to cease all contributions to the Plan
after December 31, 1994; and

         WHEREAS, the Company desires to amend and restate the Plan to provide
for the cessation of contributions, to the Plan after December 31, 1994 and to
make such changes as may be necessary to maintain the Plan in compliance with
the Tax Reform Act of 1986 and other changes in applicable Federal law since the
aforementioned determination letter.

         NOW, THEREFORE, in consideration of the premises, effective as of
January 1, 1989 (except for such other dates as may be noted herein for certain
provisions), the Company hereby amends and restates the Plan in its entirety to
provide as hereinafter set forth in this document.


                                       vi


<PAGE>

                                    ARTICLE I

                                     Purpose

         1.1. Purpose. The Plan and Trust are for the purpose of enabling
Employees of Marsh Supermarkets, Inc. (the "Company") and any other Adopting
Company to share in the growth and prosperity of the Company and to accumulate
capital for their future economic security. The Plan is intended to be a stock
bonus plan qualified under Section 401(a) of the Code, and to also qualify as an
employee stock ownership plan, as described in Section 4975(e) (7) of the Code
and in Section 407(d) (6) of ERISA, and the Trust is intended to be a trust
meeting the requirements of ERISA and of Section 501(a) of the Code, so the Plan
will be a qualified plan and the Trust will be exempt from taxation. On December
30, 1988, the Marsh Supermarkets, Inc. Employees' Stock Ownership Plan (the
"ESOP"), a tax credit employee stock ownership plan under former Section 41(a)
of the Code (repealed effective December 31, 1986), was merged into the Plan and
henceforth has been a part of the Plan. A primary purpose of the Plan is to
enable Participants to acquire a proprietary interest in the Company and, in
furtherance of that goal, contributions of the Employer to the Trust will be
invested primarily in Company Stock. The Plan and Trust may obtain loans or
other extensions of credit to finance the acquisition of Company Stock, with
such loans secured by such Company Stock, by the Company's guarantee of such
loans and by a commitment by the Employer to make contributions to the Trust in
amounts sufficient to enable principal and interest on such loans to be repaid.


                                       1
<PAGE>

                                   ARTICLE II

                                   Definitions

         2.1.     Definitions. The following words and phrases, when used
herein, shall have the following meanings, unless the context clearly indicates
otherwise:

         (a)      Account. The account or accounts maintained for a Participant
hereunder to record his share of the contributions by the Employer and
adjustments relating thereto. A Participant's Account shall include his MEOP
Account and, if applicable, his ESOP Account.

         (b)      Acquisition Loan. A loan incurred by the Trustee to acquire
Company Stock pursuant to Section 4975(d) (3) of the Code.

         (c)      Additions. The sum of Employer contributions made pursuant to
Section 4.1 and Forfeitures which would be allocated for a Plan Year to a
Participant's Accounts if Forfeitures were combined with such contributions and
allocated to Participants in proportion to Compensation. If no more than
one-third (l/3) of the Employer contributions for the Plan Year which are
deductible under paragraph (9) of Section 404(a) of the Code are allocated to
Highly Compensated Employees, the annual Additions for such Plan Year shall not
include either (1) Forfeitures of Company Stock if such stock was purchased by
the Trustee with the proceeds of an Acquisition Loan, or (2) Employer
contributions to the Loan Amortization Account used to pay interest on the loan
and deductible under Section 404(a) (9) (B) of the Code.

         (d)      Adopting Company. An Affiliated Company which is authorized by
the Board of Directors of the Company to adopt the Plan and which adopts the
Plan. The term shall also include the Company and any organization or
corporation into which an Adopting Company may be merged or consolidated or by
which it may be succeeded and which adopts the Plan.

         (e)      Affiliated Company. Any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b) ) of which
an Adopting Company is a member; any trade or business (whether or not
incorporated) which is under common control (as defined in Code Section 414(c) )
of or with any Adopting Company (including a partnership with at least eighty
percent (80%) of its profits or capital interest owned by any Adopting Company);
any organization (whether or not incorporated) that is a member of an affiliated
service group (as defined in Code Section 414(m) ) of which an Adopting Company
is a member; and any other entity required to be aggregated with the Employer
under Section 414(o) of the Code.

                                       2
<PAGE>

         (f)      Aggregate Account Balance. The total value of all Accounts
maintained on behalf of a Participant.

         (g)      Authorized Leave of Absence. Any absence authorized by the
Employer under the Employer's personnel practices. An absence due to service in
the Armed Forces of the United States shall be considered an Authorized Leave of
Absence provided that the Employee does not voluntarily enlist.

         (h)      Beneficiary. The person or persons (including a trust or
estate) designated by a Participant in accordance with the provisions of Section
6.8 to receive any death benefit which shall be payable under this Plan.

         (i)      Break in Service. A twelve consecutive month period, computed
on the basis of the Plan Year, in which an Employee has not completed more than
500 Hours of Service. For purposes of this Section 2.1(i), but not for any other
purpose Employee on an Authorized Leave of Absence or who is absent for the
reasons described in the following sentence shall be deemed to have completed
the number of Hours of Service as he is regularly scheduled to complete while at
work. In the case of an Employee's absence from work for any period

                  (1)      by reason of the pregnancy of the individual,

                  (2)      by reason of the birth of a child of the individual,

                  (3)      by reason of the placement of a child with the
individual in connection with the adoption of such child by such individual, or

                  (4)      for purposes of caring for a child described in
clause (2) or (3) for a period beginning immediately following such birth or
placement,

the hours so treated as Hours of Service shall not exceed 501 Hours of Service
and shall be credited only in the Plan Year in which such absence commences if
the Participant would be prevented from incurring a Break in Service in that
Plan Year solely because of such crediting, or in any other case, in the
immediately following Plan Year.

         (j)      Code. The Internal Revenue Code of 1986, as amended.

         (k)      Committee. The persons appointed pursuant to the Article VIII
who are responsible for the and administration of the Plan as  provided in
provisions of interpretation Article VIII.

                                       3
<PAGE>

         (l)      Company. Marsh Supermarkets, Inc., an Indiana corporation.

         (m)      Company Stock. Shares of common stock issued by the Company
which are readily tradeable on an established securities market.

         (n)      Compensation. The total of all amounts paid for employment by
the Employer to or for the benefit of a Participant during the Plan Year (as
shown on the Form W-2 filed for Federal income tax purposes), such as salary,
bonus, wage, commission, and overtime payments, including (if includible in
gross income for Federal income tax purposes) reimbursements or other expense
allowances, fringe benefits (cash or noncash), moving expense reimbursements,
deferred compensation and welfare benefits. Compensation shall not include any
contribution made under this Plan or under any pension plan or other
employee-benefit plan or insurance plan, maintained for the benefit of such
Participant. Compensation shall include elective contributions made by the
Employer on behalf of the Employee that are not includible in gross income under
Section 125 (cafeteria plan), Section 402(e) (3) (401(k) plan) or Section 402(h)
(simplified employee pension plan) of the Code. Effective for any Top-Heavy Plan
Year ending on or before December 31, 1988, and for all Plan Years (regardless
of whether a Top-Heavy Plan-Year) commencing on or after January 1, 1989, but
before January 1, 1994, Compensation in excess of the first $200,000 (as
adjusted from time to time pursuant to Section 415(d) of the Code) for any
Employee shall not be taken into account. Effective for Plan Years commencing on
or after January 1, 1994, Compensation in excess of the first $150,000 (as
adjusted from time to time pursuant to Section 401(a) (17) (B) of the Code) for
any Employee shall not be taken into account. For purposes of the foregoing
Compensation limits, the compensation of each Family Member (restricted for this
purpose to the spouse or lineal descendant under the age of 19) of a Participant
who is a 5-Percent Owner or who is a Highly Compensated Employee and one of the
ten most highly paid employees for the Plan Year shall be combined with the
Compensation of such 5-Percent Owner or Highly Compensated Employee.

         (o)      Determination Date. The last day of the Plan Year preceding
the Plan Year for which a determination is made whether the -- Plan is a
Top-Heavy Plan.

         (p)      Direct Rollover. A payment by the Plan to an Eligible
Retirement Plan specified by the Distributee.

         (q)      Disability Benefit Date. The first day of the calendar month

following a determination by the Committee that the Participant's medically
determinable physical or mental impairment qualifies him for disability benefits
as determined by the Social Security Administration, but excluding any such
disability which

                                       4
<PAGE>

was caused by (1) willful engagement in a criminal enterprise, (2) alcoholism,
(3) addiction to narcotics, (4) an intentionally self-inflicted injury or (5)
illness incurred while the Participant is on leave of absence because of
military or similar service and for which a governmental pension is payable or
available upon proper application.

         (r)      Distributee. A Participant or a former Participant. In
addition, the Participant's surviving spouse and the Participant's spouse or
former spouse who is an alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code, are Distributees with regard to
the interest of the spouse or former spouse.

         (s)      Effective Date. January 1, 1989, except as specifically
provided otherwise herein for certain provisions in the Plan. The original
effective date of the Plan was January 1, 1986.

         (t)      Eligible Retirement Plan. Any of the following:

                  (1)      an individual retirement account as described in Code
         Section 408(a),

                  (2)      an individual retirement annuity as described in Code
         Section 408(b),

                  (3)      an annuity plan as described in Code Section 403(a),
         or

                  (4)      a qualified trust as described in Code Section 401(a)
         which is exempt from tax under Code Section 561(a) and which accepts
         Eligible Rollover Distributions; provided, however, that in the case of
         an Eligible Rollover Distribution to the surviving spouse, an Eligible
         Retirement Plan is an individual retirement account or individual
         retirement annuity.

         (u)      Eligible Rollover Distribution. Any distribution of all or any
portion of the balance to the credit of the Distributee, except that an Eligible
Rollover Distribution does not include any of the following:

                  (1)      any distribution that is one of a series of
         substantially periodic payments (not less frequently than annually)
         over the life (or life expectancy) of the Distributee or the joint
         lives (or joint life expectancies) of the Distributee and the
         Distributee's designated Beneficiary,

                  (2)      a distribution over a period certain of ten years or
         more,


                                       5
<PAGE>

                  (3)      a distribution to the extent such distribution is
         required under Code Section 401(a) (9) for Participants who have
         attained age 70 1/2, or

                  (4)      the portion of any distribution that is not
         includible in gross income (determined without regard to the exclusion
         for net unrealized appreciation with respect to Company Stock).

         (v)      Employee. Any person employed by the Employer; provided,
however, that such term shall not include any person included in a unit of
employees whose terms and conditions of employment are covered by a collective
bargaining agreement. The term Employee shall not include leased employees.

         (w)      Employer. The Company and any Adopting Company.

         (x)      Employment Commencement Date: The date on which an Employee
first completes an Hour of Service with the Employer or an - Affiliated Company.

         (y)      ERISA. Public Law No. 93-406, the Employee Retirement Income
Security Act of 1974, as amended from time to time.

         (z)      ESOP. The Marsh Supermarkets, Inc. Employees' stock Ownership
Plan, as in effect immediately prior to December 30, 1988.

         (aa)     ESOP Account. The Account established effective December 30,
1988, for each Participant in the ESOP on such date, as provided in Section 5.5.

         (bb)     ESOP Company Stock Sub-Account. The portion of a Participant's
ESOP Account which contains Company Stock transferred from his account under the
ESOP or purchased with cash in his. ESOP Other Investments Sub-Account, and any
stock dividends thereon.

         (cc)     ESOP Other Investments Sub-Account. The portion of a
Participant's ESOP Account which contains cash or other property (other than
Company Stock) transferred from the ESOP, proceeds from any Company Stock which
is sold from the Participant's ESOP Company Stock Sub-Account, cash dividends on
Company Stock in the Participant's ESOP Company Stock Sub-Account, and Income
thereon.

         (dd)     Family Member. An Employee who is either a spouse, a lineal
ascendant or descendant, or a spouse of a lineal ascendant or descendant of an
Employee who is a 5-Percent Owner or who is one of the ten Highly Compensated
Employees who are paid the most Section 415 Compensation for the Plan Year. If
an Employee is a Family Member of more than one family group containing such a
5-


                                       6
<PAGE>
Percent Owner or one of the ten most highly compensated employees, all Family
Members of such family group shall be aggregated as one family group.

         (ee)     Fiduciaries. The Employer, the Committee, the investment
committee appointed by the Board of Directors pursuant to Section 8.1, and the
Trustee, each of which, for purposes of the Plan and ERISA, shall be named
Fiduciaries.

         (ff)     Financed Shares. Company Stock purchased by the Trustee with
the proceeds of an Acquisition Loan.

         (gg)     5-Percent Owner. Any Employee who owns (or is considered to
own under the constructive ownership rules of Section 318 of the Code) more than
five percent (5%) of the outstanding stock of the Adopting Company which employs
him or stock possessing more than five percent (5%) of the total voting power of
the Adopting Company which employs him. In making the foregoing determination,
the beneficial interest in Company Stock owned by the Trust shall not be
attributed to any Employee.

         (hh)     Forfeiture. The non-vested portion of a Participant's Account
which is forfeited pursuant to Section 4.3(a) of the Plan. (ii) Former
Participant. A Participant whose employment with the Employer has terminated,
but who has an Account balance under the Plan which has not been paid..

         (jj)     Highly Compensated Employee.

                  (1)      Any Employee who, during the Plan Year:

                           (A)      was at any time a 5-Percent Owner;

                           (B)      received Section 415 Compensation (as
                  modified below) from the Employer in excess of $75,000;

                           (C)      received Section 415 Compensation (as
                  modified below) from the Employer in excess of $50,000 and was
                  in the group consisting of the top 20% of the Employees when
                  ranked on the basis of Section 415 Compensation (as modified
                  below) paid during the Plan Year (the "top-paid group"); or

                           (D)      was at any time an officer and received
                  Section 415 Compensation (as modified below) greater than 50
                  percent of the amount in effect under Section 415(b) (1) (A)
                  of the Code for such Plan Year.


                                       7
<PAGE>

In making the above determination, the operating rules of Section 414(q) of the
Code (and Treasury Regulations thereunder) shall apply, including, but not
limited to, the treatment of Family Members and the special rule of Section
414(q) (2) of the Code.

                  (2)      For purposes of this Section 2.l(jj), the following
         rules shall apply:

                           (A)      Section 415 Compensation shall include
                  elective or salary reduction contributions to a cash or
                  deferred arrangement under Section 401(k) of the Code or to a
                  cafeteria plan under Section 125 of the Code.

                           (B)      The $50,000 and $75,000 amounts referenced,
                  respectively, in clauses (B) and (C) of subparagraph (1) of
                  this Section 2.l(jj) are indexed and shall be adjusted
                  pursuant to Treasury Regulations. In accordance with Treasury
                  Regulations, and so long as the Company maintains significant
                  business activities and employees in at least two separate
                  geographic areas, the Committee may elect to determine Highly
                  Compensated Employees under the test described in subparagraph
                  (1) of this Section 2.l(ii) by substituting "$50,000" for
                  "$75,000" in clause (B) and by disregarding clause (C) of
                  subparagraph (1).

                           (C)      Any employee who has separated from service
                  (or is deemed to have separated from service) prior to the
                  Plan Year and who was an active Highly Compensated Employee
                  for the Plan Year during which the Employee separated or for
                  any Plan Year ending on or after the Employee's 55th birthday
                  shall be treated as a Highly Compensated Employee.

                           (D)      If an Employee is a Family Member of either
                  a 5-Percent Owner who is an Employee or a Highly Compensated
                  Employee who is one of the ten most highly compensated
                  employees ranked on the basis of compensation paid by the
                  Employer during a Plan Year, such Family Member and 5-Percent
                  Owner or top-ten Highly Compensated Employee shall be
                  aggregated and treated as a single Employee for purposes of
                  determining Compensation, contributions and benefits;
                  provided, however, that such aggregation shall occur only with
                  respect to those provisions of the Code and Treasury
                  Regulations which expressly incorporate Section 414(q) of the
                  Code.


                                       8
<PAGE>

                           (E)      The determination of who is a Highly
                  Compensated Employee, including the determination of the
                  number and identity of employees in the top 20 percent of
                  employees, the number of employees treated as officers and the
                  compensation that is considered, will be made in accordance
                  with the Section 414(q) of the Code and the Treasury
                  Regulations thereunder. The look-back year and determination
                  year calculations shall be made on the basis of the calendar
                  year determination year, pursuant to the Temporary Treasury
                  Regulation Section 1.414(q) -1T(Q&A-14(b) (1)).

         (kk)     Hour of Service.

                  (1)      Each hour for which an Employee is directly or
indirectly paid or entitled to payment by the Employer for the performance of
duties. Each hour shall be credited to the Employee for the computation period
or periods in which the duties are performed; and

                  (2)      Each hour for which an Employee is directly or
indirectly paid or entitled to payment-by the Employer for reasons (such as
vacation, sickness or disability) other than for the performance of duties;
provided that:

                           (A)      No hours shall be credited to an Employee on
         account of payments made or due under a plan maintained solely for the
         purpose of complying with applicable workmen's compensation,
         unemployment compensation or disability insurance laws, or a payment
         which solely reimburses an Employee for medical or medically related
         expenses incurred by the Employee; and

                           (B)      No more than 501 Hours of Service shall be
         credited under this Section 2.l(kk) (2) to an Employee on account of
         any single continuous period during which the Employee performs no
         duties (whether or not such period occurs in a single computation
         period).

These hours shall be credited to the Employee for the computation period or
periods in which the units of time on the basis of which such payments are
calculated occur, beginning with the first unit of time to which the payment
relates; provided, however, that if such payment is not calculated on the basis
of units of time, such hours shall be credited to the computation period in
which the condition for which the Employee is paid or entitled to payment
occurs, or if the period during which such condition occurs extends beyond one
computation period, such hours shall be allocated



                                       9
<PAGE>
between the first two of such computation periods on a reasonable and
consistently applied basis as determined by the Committee; and

                  (3)      Each hour for which back pay, irrespective of
mitigation of damages, has been either awarded or agreed to by the Employer.
These hours shall be credited to the Employee for the computation period or
periods to which the award or agreement pertains rather than the computation
period in which the award, agreement, or payment is made.

                  (4)      For the purpose of determining the Hours of Service
which must be credited to an Employee for a given computation period, the
following method shall be utilized:

                           (A)      The number of Hours of Service for Employees
                  for whom time records are kept shall be determined from
                  Employer records. Each overtime or other premium hour shall be
                  counted as only one hour for this purpose, even though the
                  Employee may have been paid a multiple of his regular pay as a
                  premium.

                           (B)      The number of Hours of Service for Employees
                  paid on a salaried basis for whom no time records are kept
                  shall be determined on the basis of 45 Hours of Service for
                  each full week of employment, and 10 Hours of Service for each
                  day in less than a full week, regardless of whether the
                  Employee has actually worked fewer hours.

                  (5)      In the case of a payment which is made or due on
account of a period during which an Employee performs no duties, and which
results in the crediting of Hours of Service, or in the case of an award or
agreement for back pay which results in the crediting of Hours of Service, the
number of such Hours of Service to be credited shall be determined in accordance
with Section 2530.2OOb of the Regulations of the Department of Labor issued on
December 28, 1976, as the same may be amended from time to time, which
Regulations are hereby incorporated herein by reference as fully as though
copied herein verbatim.

                  (6)      In calculating the number of Hours of Service with
which an Employee is to be credited for purposes of determining his eligibility
to participate under Article III and his Vested Benefit under Section 6; 7,
service with any Affiliated Company shall be counted.

         (ll)     Income. The net gain or loss of the Trust from investments
based upon fair market value, as reflected by

                  (1)      interest payments and dividends from all sources
         other than (A) Company Stock and (B) amounts held


                                       10
<PAGE>

         in the Loan Amortization Account or Stock Purchase Account,

                  (2)      realized and unrealized gains and losses on
         securities other than Company Stock,

                  (3)      other investment transactions, and

                  (4)      expenses paid from the Trust.

         (mm)     Key Employee.

                  (1)      Any Employee or former Employee (and his
Beneficiaries) who, at any time during the Plan Year which includes the
Determination Date, or any of the preceding four (4) Plan Years, is

                           (A)      An officer of the Company or Affiliated
                  Company any having annual Section 415 Compensation from the
                  Company and any Affiliated Companies greater than 50 percent
                  of the limitation in effect under Section 415(b) (1) (A) of
                  the Code for any such Plan Year;

                           (B)      One of the ten Employees having annual
                  Section 415 Compensation from the Company and any Affiliated
                  Companies greater than the limitation in effect under Section
                  415(c) (1) (A) of the Code and owning (or considered as owning
                  within the meaning of Section 318 of the Code) both more than
                  a one-half percent (0.5%) interest and the largest percentage
                  ownership interests in the Company or any of the Affiliated
                  Companies;

                           (C)      A 5-percent Owner; or

                           (D)      A l-percent Owner (defined as any person who
                  would be a 5-percent Owner if "one percent (1%)" were
                  substituted for "five percent (5%)" each place it appears in
                  Section 2. l(gg)) having annual Section 415 Compensation from
                  the Company and any Affiliated Companies of more than
                  $150,000.

                  (2)      For purposes of this Section 2.l(mm), Section 415
Compensation shall include elective contributions made by the Employer on behalf
of the Employee that are not includible in gross income under Section 125
(cafeteria plan), Section 402(e) (3) (401(k) plan) or Section 402(h) (simplified
employee pension plan) of the Code. For purposes of determining the number of
officers taken into account pursuant to Treasury Regulation Section 1.416-1,
employees described in Section 414(q) (8) of the Code shall be excluded.


                                       11
<PAGE>

         (nn)     Loan Amortization Account. The account which shall be credited
with Employer cash contributions made for the purpose of repayment of an
Acquisition Loan (including interest) and other adjustments as provided in
Section 5.2(e).

         (oo)     MEOP Account. The Account established and maintained for each
Participant in the Plan to record his share of Employer contributions to the
Plan (and adjustments relating thereto), including his MEOP Company Stock
Sub-Account and his MEOP Other Investments Sub-Account.

         (pp)     MEOP Company Stock Sub-Account. The portion of a Participant's
MEOP Account, expressed in whole and fractional shares of Company Stock, which
represents his interest in the Plan (other than his ESOP Account, if applicable)
attributable to shares of Company Stock held by the Trust.

         (qq)     MEOP Other Investments Sub-Account. The portion of a
Participant's MEOP Account, expressed in terms of a dollar balance, which
represents his interest in the Plan (other than his ESOP Account, if applicable)
attributable to Trust assets other than Company Stock.

         (rr)     Minimum Benefit. For any Top-Heavy Plan Year, the minimum
benefit required by Section 416 of the Code to be provided to -- each
Participant as described in Section 5.4.

         (ss)     Non-Key Employee. Any Employee who is not a Key Employee.

         (tt)     Normal Retirement Date. The date on which a Participant
attains age 65.

         (uu)     Participant. A person participating in the Plan in accordance
with the provisions of Article III.

         (vv)     Plan. Marsh Equity Ownership Plan ("MEOP") as set forth herein
and as amended from time to time.

         (ww)     Plan Year. The twelve-month period from January 1 through
December 31.

         (xx)     Qualified Participant. A Participant who has attained age 55
and has completed ten (10) years of participation in the Plan and who is
entitled to elect to receive a pre-retirement distribution from his MEOP and
ESOP Company Stock Sub-Accounts pursuant to Section 6.13.

         (yy)     Section 415 Compensation. Wages within the meaning of Section
3401(a) of the Code for purposes of income tax withholding and all other
payments of compensation to the Employee by the Employer and all Affiliated
Companies for which the Employer


                                       12
<PAGE>
is required to furnish to the Employee a written statement under Sections
6041(d) and 6051(a) (3) of the Code, determined without regard to any rules
under Section 3401(a) of the Code that limit the remuneration included in wages
based on the nature or location of the employment or the services performed.
Section 415 Compensation shall not include elective contributions made by the
Employer on behalf of the Employee that are not includible in gross income under
Section 125 (cafeteria plan), Section 402(e) (3) (401(k) plan) or Section 402(h)
(simplified employee pension plan) of the Code. The Employer's intent is to
conform this definition of Section 415 Compensation to the alternative
definition permitted in Treasury Regulation Section 1.415-2(d) (11) (i), which
is equivalent to the items reported as "Wages, Tips and Other Compensation" on
Form W-2.

         (zz)     Stock Purchase Account. The account which shall be credited
with cash contributions by the Employer made for the purpose of - purchasing
Company Stock and which shall be debited when such Company Stock is purchased.

         (aaa)    Suspense Account. The account which shall be credited with
Financed Shares not yet allocated to Participants' MEOP Company Stock
Sub-Accounts.

         (bbb)    Super Top-Heavy Plan. A Plan which would be a Top-Heavy Plan
if the sixty percent (60%) standard in Section 13.3 were replaced by a ninety
percent (90%) standard.

         (ccc)    Top-Heavy Plan. The meaning given that term by Section 416(g)
of the Code, as described with particularity in Article XIII.

         (ddd)    Top-Heavy Plan Year. Any Plan Year for which the Plan is a
Top-Heavy Plan.

         (eee)    Trust. The fund known as the Marsh Equity Ownership Trust,
maintained in accordance with the terms of the Trust agreement, as from time to
time amended, which constitutes a part of this Plan.

         (fff)    Trustee. The corporation, individual or individuals that are
appointed by the Board of Directors of the Company to administer the Trust and
that accept such appointment.

         (ggg)    Valuation Date. The last day of each Plan Year or the date on
which a special valuation is made pursuant to Section 6.14.

         (hhh)    Vested Benefit. The sum of (1) the portion of a Participant's
MEOP Account to which the Participant is entitled pursuant to
Section 6.7 and (2) the entire balance of the Participant's ESOP Account.


                                       13
<PAGE>

         (iii)    (1) Year of Eligibility Service. A twelve consecutive-month
period in which an Employee has completed 1,000 Hours of Service. The initial
computation period shall be measured from the Employment Commencement Date, and
subsequent computation periods shall be based on the Plan Year beginning with
the Plan Year which includes the first anniversary of the Employment
Commencement Date. The following Years of Eligibility Service shall be
disregarded:

                           (A)      In the case of any Employee who has a Break
                  in Service, Years of Eligibility Service before such Break in
                  Service shall not be taken into account until the Employee has
                  completed a Year of Eligibility Service after his return.

                           (B)      In the case of an Employee who, under the
                  Plan, does not have any nonforfeitable right to his Accounts,
                  Years of Eligibility Service before any period of consecutive
                  one-year Breaks in Service shall not be taken into account if
                  the number of consecutive Breaks in Service equals or exceeds
                  the greater of five (5) or the number of such Years of
                  Eligibility Service prior to the period of consecutive Breaks
                  in Service.

                  (2)      Year of Vesting Service. A Plan Year in which an
Employee has completed 1,000 Hours of Service, except:

                           (A)      In the case of any Employee who has a Break
                  in Service, Years of Vesting Service before such Break in
                  Service shall not be taken into account until the Employee has
                  completed a Year of Eligibility Service after his return.

                           (B)      In the case of any Employee who has five
                  consecutive one-year Breaks in Service, Years of Vesting
                  Service after such consecutive Breaks in Service shall not be
                  taken into account for purposes of determining the
                  nonforfeitable percentage of his Accounts as they existed
                  prior to the period of consecutive Breaks in Service.

                           (C)      In the case of an Employee who, under the
                  Plan, does not have any nonforfeitable right to his Accounts,
                  Years of Vesting Service before any period of consecutive
                  one-year Breaks in Service shall not be taken into account if
                  the number of consecutive Breaks in Service equals or exceeds
                  the greater of five (5) or the number of such Years of Vesting
                  Service prior to the period of consecutive Breaks in Service.


                                       14
<PAGE>

                           (D)      Years of Vesting Service during which the
                  Employer did not maintain the Plan shall not be taken into
                  account.

                           (E)      Years of Vesting Service prior to the Plan
                  Year in which the Employee attains age 18 shall not be taken
                  into account.



                                       15
<PAGE>

                                  ARTICLE III

                                  Participation

         3.1.     Participation.

                  (a)      Subject to subparagraphs (b) and (c) below:

                           (1)      Except as provided in subparagraph (a) (2)
below, an Employee shall be eligible to participate in the Plan on the date that
he completes a Year of Eligibility Service or the date he attains the age of 21
years, whichever occurs later. The participation of an Employee who becomes
eligible to participate under this subparagraph (a) (1) shall commence (A) on
January 1 of the Plan Year in which the Employee first meets the eligibility
requirements in the preceding sentence if such eligibility requirements are met
during the first six months of the Plan Year, or (B) on January 1 of the Plan
Year next succeeding the Plan Year in which the Employee first meets the
eligibility requirements in the preceding sentence if such eligibility
requirements are met during the last six months of the Plan Year.

                           (2)      Effective for individuals who first become
Employees on or after January 1, 1990, and for individuals who were Employees
but not Participants prior to January 1, 1990 and are Employees on or after
January 1, 1990, an Employee shall be eligible to participate in the Plan on the
date that he completes six months of employment with the Employer or the date
that he attains the age of 20% years, whichever occurs later. For purposes of
this subparagraph (a) (2), an individual who is employed with the Employer as an
Employee on the date which is six months after his Employment Commencement Date
shall be considered to have completed six months of employment regardless of the
number of his Hours of Service. The participation of an Employee who becomes
eligible to participate under this subparagraph (a) (2) shall commence on
January 1 of the Plan Year immediately following the date on which the foregoing
eligibility requirements are satisfied.

An Employee otherwise entitled to commence participation on the January 1 of the
Plan Year next succeeding the Plan Year in which such Employee first meets the
eligibility requirements shall not commence participation on that date if he
terminates his employment prior to that date, but, if he should be re-employed,
shall, upon such reemployment, be treated in the same manner as a Former
Participant pursuant to Section 3.3.

                  (b)      Notwithstanding the foregoing, no Employee shall
become a Participant unless such Employee shall submit to the Committee, in the
manner and form specified by the Committee, an application for participation in
the Plan which the Committee may require from time to time.



                                       16
<PAGE>

                  (c)      Notwithstanding any other provision of this Plan to
the contrary an Employee who is not a Participant in the Plan on December 31:
1994 shall not thereafter become eligible to participate in the Plan; provided,
however, that the Accounts of each Participant and Former Participant shall
thereafter continue to be credited with Income and other-adjustments in
accordance with Article V until such Accounts are distributed in accordance with
Article VI.

         3.2.     Termination of Participation. Participation in the Plan shall
cease upon a Participant's termination of employment as an - Employee with the
Employer.

         3.3.     Participation upon Re-Employment. A former Employee who is
re-employed shall be credited with Years of Eligibility Service -- and Years of
Vesting Service prior to the termination of his employment, to the extent
provided in Section 2. l(ii). Subject to -- Section 3.1(c), the former Employee
shall participate again under whichever of the following rules is applicable:

                  (a)      A former Participant who has not incurred a Break in
Service with respect to his most recent termination of employment shall
participate immediately upon re-employment as an Employee.

                  (b)      A former Participant who has incurred a Break in
Service with respect to his most recent termination of employment and who is
re-employed as an Employee shall participate on the January 1 following the
Employment Commencement Date of his re-employment.

                  (c)      Notwithstanding the foregoing subparagraphs (a) and
(b) of this Section 3.3, a former Participant whose Years of Eligibility Service
prior to re-employment are excluded pursuant to subparagraph (B) of Section
2.l(ii) (1) shall be treated as a new Employee and shall commence participation
as provided in Section 3.1.

         3.4.     Agreement to Terms of Plan. Upon becoming a Participant, an
Employee shall be bound by the terms of the Plan and Trust, -- including all
amendments thereto.

                                       17
<PAGE>

                                   ARTICLE IV

                          Contributions and Forfeitures

         4.1.     Employer Contributions:

                  (a)      The Employer anticipates making contributions to the
Plan each year. The amount of such contributions shall be determined annually by
the Employer, but the Employer shall not be required to contribute to the Plan
in any particular year.

                  (b)      Unless otherwise designated by the Employer, Employer
contributions shall be conditioned upon the initial qualification of the Plan
under the Code and upon the deductibility of the contribution under Section 404
of the Code. Contributions shall be returned to the Employer only under the
conditions specified in Article VII.

                  (c)      Effective January 1, 1995, the Employer intends to
permanently discontinue any contributions to the Plan.

         4.2.     Employee Contributions. No Participant shall be required or
permitted to make contributions to the Plan.

         4.3.     Forfeitures:

                  (a)      If a Participant terminates employment for any reason
other than normal retirement, delayed retirement, disability or death, the
portion of his MEOP Account that is not vested as described in Section 6.7 shall
be subject to becoming a Forfeiture. Such non-vested portion of a Participant's
MEOP Account shall become a Forfeiture at such time as the Participant (1)
incurs five (5) consecutive Breaks in Service or (2) receives a "cash-out" of
his nonforfeitable benefit pursuant to Section 4.3(c).

                  (b)      Upon any termination of a Participant's employment
(other than for normal retirement, delayed retirement, disability or death), the
portion of the Participant's MEOP Account subject to becoming a Forfeiture (if
any), as described in Section 4.3(a) above, shall be maintained in the
Participant's MEOP Account (together with the vested portion thereof) and shall
continue to receive allocations of Income and other earnings pursuant to Section
5.2 (if not segregated pursuant to Section 5.1) until it becomes a Forfeiture
and is allocated to the Loan Amortization Account (or as otherwise provided in
Section 5.2(a) hereof). If the terminated Participant returns to the employ of
the Employer before the potential Forfeiture becomes a Forfeiture pursuant to
Section 4.3(a), the potential Forfeiture (together with any Income allocated
thereto) shall remain in the Participant's MEOP Account. A potential Forfeiture
(together with any Income allocated thereto) that becomes a Forfeiture shall
become available for allocation


                                       18
<PAGE>

pursuant to Section 5.2(a) as of the end of the Plan Year in which such amount
becomes a Forfeiture. If only a portion of a Participant's MEOP Account becomes
a Forfeiture, any Financed Shares allocated to such Participant's MEOP Account
may be forfeited only after (1) the Participant's MEOP Other Investments
Sub-Account and (2) Company Stock in the Participant's MEOP Company Stock
Sub-Account other than Financed Shares are forfeited.

                  (c)      After any termination of a Participant's employment
with the Employer and with all Affiliated Companies occurs (other than for
normal retirement, delayed retirement, disability or death), but no later than
the end of the Plan Year following the Plan Year in which such termination
occurs, the Participant shall receive a "cash-out" of his Vested Benefit (as
determined pursuant to Section 6.7); provided, however, that such cash-out of a
Participant's Vested Benefit shall not be made in the absence of written consent
thereto by the Participant if the Vested Benefit is greater than $3,500. A
Participant having a Vested Benefit of zero shall be deemed to have been cashed
out hereunder at the same time that he would have received a cash-out
distribution if his Vested Benefit had been greater than zero. Upon such a
cash-out of the Participant's Vested Benefit, the nonvested portion of his MEOP
Account shall immediately become a Forfeiture and be allocated at the time and
in the manner provided in Section 5.2(a).

                 If a Participant receives such a cash-out of his Vested Benefit
which is less than his Aggregate Account Balance, and later resumes employment
covered under the Plan, before the last day of the Plan Year in which the
Participant incurs five (5) consecutive Breaks in Service, the Participant's
previous balance in his MEOP Account at the time of the cash-out shall be
restored, with no adjustment for Income or other earnings, and all Years of
Vesting Service, whether before or after the cash-out date, shall be counted for
purposes of determining the Participant's vested percentage in the restored MEOP
Account balance. The number of shares of Company Stock restored to the
Participant's MEOP Company Stock Sub-Account shall be the number of shares which
can be purchased, based on the market value per share on the date of the
restoration, for a sum equal to the market value of the shares in the
Participant's MEOP Company Stock Sub-Account on the last day of the fiscal
quarter immediately preceding the date of the cash-out.

                 Forfeitures which have become available for allocation during
the Plan Year in which restoration of a cash-out occurs shall first be allocated
(to the extent required) to restore the Participant's MEOP Account balance, and
any remaining Forfeitures shall be allocated as provided in Section 5.2(a). If
available Forfeitures are insufficient to restore the Participant's MEOP Account
balance, the difference shall be provided by a special Employer contribution.
The foregoing special contribution and allocation of Forfeitures shall not be
considered as part of the


                                       19
<PAGE>

annual Addition for that Participant in connection with the limitations of
Section 5.3 hereof.


         4.4.     Time of Payment of Employer Contributions. All contributions
by the Employer to the Plan shall be paid to the Trustee, and payment of such
contributions for each fiscal year of the Employer shall be made not later than
the date prescribed by law for filing the Employer's federal income tax return,
including extensions which have been granted for the filing of such return.

         4.5.     Form of Contribution. Employer contributions shall be made in
cash, shares of Company Stock, or such other property as the Board of Directors
of the Employer may from time to time determine. The Employer may direct all or
any portion of a cash contribution to the Stock Purchase Account, which shall be
used to purchase Company Stock on or before the time specified in Section 4.4
for payment of Employer contributions to the Trust. The Employer may further
direct all or any portion of a cash contribution to the Loan Amortization
Account, which shall be used to repay principal and interest on any Acquisition
Loan. Shares of Company Stock shall be valued at their fair market value at the
time of their contribution in kind or purchase through the Stock Purchase
Account, as the case may be.

         4.6.     Employer Top-Heavy Special Contributions. For each Top-Heavy
Plan Year, the Employer shall make a special contribution to the Trust in an
amount sufficient to provide for allocation of the Minimum Benefit to each
Non-Key Employee pursuant to Section 5.4.

         4.7.     Rollover Contributions. No rollover contributions to the Plan
shall be permitted.

         4.8.     Acquisition Loans. Should the Trustee acquire Company Stock
with the proceeds of an Acquisition Loan, the following provisions shall apply
with respect to such Acquisition Loan:

                  (a)      the Acquisition Loan must be at a reasonable rate of
interest and without recourse against the Trust;

                  (b)      any collateral pledged to the creditor by the Trust
shall consist only of the Company Stock purchased with the proceeds of the
Acquisition Loan and Company Stock that was used as collateral for a prior
Acquisition Loan being repaid with the proceeds of the current Acquisition Loan;
provided, however, that, in addition to such collateral, the Employer or its
shareholders may guarantee or provide collateral for repayment of the
Acquisition Loan;

                  (c)      the terms of the Acquisition Loan must be at least as
favorable to the Plan as the terms of a comparable loan resulting from
arms-length negotiations between independent parties;


                                       20
<PAGE>
                  (d)      under the terms of the Acquisition Loan, the creditor
shall not have any right to assets of the Trust other than (1) collateral given
for the Acquisition Loan, (2) Employer contributions to the Loan Amortization
Account, and (3) amounts earned on such collateral and on the investment of
contributions to the Loan Amortization Account;

                  (e)      upon the payment of any portion of the balance due on
the Acquisition Loan, the Company Stock originally pledged as collateral for
such repaid portion shall be released from the encumbrance and allocated as
provided in Section 5.2(c) (1);

                  (f)      the Acquisition Loan must be for a specific term and
may not be payable at the demand of any person except in the case of default;

                  (g)      in the event of default on an Acquisition Loan, the
value of the Plan assets transferred in satisfaction of such Acquisition Loan
must not exceed the amount of default. If the lender is a "disqualified
personal" (as defined in Section 4975(e) (2) of the Code) the Acquisition Loan
must provide for a transfer of Plan assets upon default only upon and to the
extent of the failure of the Plan to meet the payment schedule of the
Acquisition Loan; and

                  (h)      the Acquisition Loan must be for the primary benefit
of Participants and their Beneficiaries, and the proceeds of the Acquisition
Loan must be used within a reasonable time after their receipt either (1) to
acquire Company Stock (2) to repay the Acquisition Loan, or (3) to repay a prior
Acquisition Loan.



                                       21
<PAGE>
                                   ARTICLE V


                      Allocations to Participants' Accounts

         5.1.     Individual Accounts. The Committee shall create and maintain
adequate records to disclose the interest in the Trust of each Participant,
Former Participant, and Beneficiary. The maintenance of individual accounts is
only for accounting purposes, and a segregation of the assets of the Trust to
each Account shall not be required.

         5.2.     Account Adjustments. The Accounts of Participants shall be
adjusted in accordance with the following:

                  (a)      Forfeitures and Employer Contributions:

                           (1)      As of the last day of each Plan Year, the
Account of each Participant who is an Employee on that date and who has attained
a Year of Vesting Service during such Plan Year shall be credited with his share
of the contributions made by the Employer for the Plan Year, as provided in this
Section 5.2. Any Forfeitures shall be used first to restore forfeited Account
balances eligible for such restoration in accordance with Section 4.3, and then
to reduce Employer contributions to the Loan Amortization Account. If
Forfeitures exceed the amount necessary to make any required restoration and to
make any required contribution to the Loan Amortization Account under the terms
of an Acquisition Loan, such excess shall be allocated to the MEOP Accounts of
Participants as provided in Section 5.2(a) (2).

                           (2)      Contributions in cash to the Stock Purchase
Account or to the Loan Amortization Account (and Forfeitures which reduce such
contributions) shall not be allocated to the Accounts of Participants, but
Company Stock purchased from the Stock Purchase Account, released from the
Suspense Account, or contributed in kind shall be allocated to the MEOP Company
Stock Sub-Accounts of Participants as provided in Section 5.2(c) (1). All
contributions made after the end of the Plan Year, but within the time limit
specified in Section 4.4, shall be allocated as of the last day of the Plan
Year. Company Stock purchased from the Stock Purchase Account, released from the
Suspense Account, contributed in kind or arising from Forfeitures remaining for
allocation to the MEOP Company Stock Sub-Accounts shall be allocated to
Participants eligible for such an allocation (in accordance with this Section
5.2(a)) in the proportion that each such Participant's Compensation for such
Plan Year bears to the total Compensation for the Plan Year of all Participants
entitled to share in the contribution.

         (b)      Income. As of the last day of each Plan Year (and on any other
Valuation Date, as specified in Section 2.l(gg)), the Income of the Trust for
such Plan Year shall be allocated to the


                                       22
<PAGE>
MEOP Other Investments Sub-Accounts and ESOP Other Investments Sub-Accounts of
Participants (collectively, the "Other Investments Sub-Accounts"), as follows:


                  (1)      to a Participant's MEOP Other Investments Sub-Account
in the proportion that the balance of such Sub-Account at the beginning of the
Plan Year bears to the aggregate beginning balances of the MEOP and ESOP Other
Investments Sub-Accounts of all Participants, but only after first reducing each
such balance as described below;

                  (2)      to a Participant's ESOP Other Investments Sub-Account
in the proportion that the balance of such Sub-Account at the beginning of the
Plan Year bears to the aggregate beginning balances of the MEOP and ESOP Other
Investments Sub-Accounts of all Participants, but only after first reducing each
such balance as described below.

Prior to the allocations described above, each beginning MEOP Other Investments
Sub-Account balance and ESOP Other Investments Sub-Account balance shall be
reduced, respectively, by distributions from each such Sub-Account during the
Plan Year and debits to each such Sub-Account for purchases of Company Stock as
provided in Section 5.2(c) (2) and Section 5.5(c), respectively.

         (c)      Participants' MEOP Sub-Accounts. Each Participant's MEOP
                  Account shall be composed of both a MEOP Company Stock
                  Sub-Account and a MEOP Other Investments Sub-Account as
                  follows:

                  (1)      As of the last day of the Plan Year, the MEOP Company
Stock Sub-Account of each Participant shall be credited with his allocated share
of Company Stock (including fractional shares) purchased and paid for by the
Trust, purchased from the Stock Purchase Account, released from the Suspense
Account as hereinafter provided, contributed in kind by the Employer or arising
from Forfeitures remaining for allocation to the MEOP Company Stock
Sub-Accounts; and with stock dividends on Company Stock held in his MEOP Company
Stock Sub-Account. Contributions in kind of Company Stock, Company Stock
released from the Suspense Account, Company Stock purchased from the Stock
Purchase Account and Forfeitures of Company Stock from the MEOP Company Stock
Sub-Accounts of terminated participants shall be allocated among the MEOP
Company Stock Sub-Accounts of Participants in proportion to Compensation in the
ratios described in Section 5.2(a) (2). Company Stock purchased and paid for by
the Trust (other than Financed Shares or Company Stock - purchased from the
Stock Purchase Account) shall be allocated among the MEOP and ESOP Company Stock
Sub-Accounts of Participants as follows:

                           (A)      to a Participant's MEOP Company Stock
                  Sub-Account in the proportion that the balance of such
                  Participant's MEOP Other Investments Sub-



                                       23
<PAGE>

                  Account bears to the aggregate balances of the MEOP and ESOP
                  Other Investments Sub-Accounts of all Participants at the
                  beginning of the Plan Year (reduced as described below), and

                           (B)      to a Participant's ESOP Company Stock
                  Sub-Account in the proportion that the balance of such
                  Participant's ESOP Other Investments Sub-Account bears to the
                  aggregate balances of the MEOP and ESOP Other Investments
                  Sub-Accounts of all Participants at the beginning of the Plan
                  Year (reduced as described below).

Prior to the allocations described above, each beginning MEOP and ESOP Other
Investments Sub-Account balance shall be reduced, respectively, by distributions
from each such Sub-Account during the Plan Year.

                  Any shares of Company Stock sold by the Trust shall be deemed
to come from the MEOP Company Stock Sub-Accounts and the ESOP Company Stock
Sub-Accounts of the Participants on a pro rata basis and shall be debited from
such Sub-Accounts as of the last day of the Plan Year. Any distributions in kind
of Company Stock during the Plan Year shall be debited first from the ESOP
Company Stock Sub-Account, and then from the MEOP Company Stock Sub-Account, of
the Participant receiving the distribution. The Committee shall maintain
adequate records of the aggregate cost basis of Company Stock allocated to each
Participant's MEOP and ESOP Company Stock Sub-Accounts.

                  (2)      As of the last day of the Plan Year, the MEOP Other
Investments Sub-Account of each Participant shall be credited (or debited) with
its share of the Income of the Trust, with the proceeds of any Company Stock in
his MEOP Company Stock Sub-Account which is sold, with cash dividends on Company
Stock in his MEOP Company Stock Sub-Account (or debited with distributions of
such dividends pursuant to-Section 6.11), with contributions in cash or property
(other than Company Stock) in excess of the total amount thereof allocated to
the Loan Amortization Account and to the Stock Purchase Account, and with cash
Forfeitures from the MEOP Other Investments Sub-Accounts of terminated
Participants. Cash used by the Trust to purchase Company Stock (other than
Financed Shares or Company Stock purchased from the Stock Purchase Account)
shall be debited from the MEOP and ESOP Other Investments Sub-Accounts of
Participants as follows:

                           (A)      from Participant's MEOP Other Investments
                  Sub-Amount in the proportion that the balance of such
                  Sub-Account bears to the aggregate balances of the MEOP and
                  ESOP Other Investments Sub-Accounts of all Participants at the
                  beginning of the Plan Year (reduced as described below), and



                                       24
<PAGE>

                           (B)      from Participant's ESOP Other Investments
                  Sub-Account in the proportion that the balance of such
                  Sub-Account bears to the aggregate balances of the MEOP and
                  ESOP Other Investments Sub-Accounts of all Participants at the
                  beginning of the Plan Year (reduced as described below).

Prior to the allocations described above, each beginning MEOP and ESOP Other
Investments Sub-Account balance shall be reduced, respectively, by distributions
from each such Sub-Account during the Plan Year.

         (d)      Participants' ESOP Sub-Accounts. Each Participant's ESOP
Account established pursuant to Section 5.5 shall consist of both an ESOP
Company Stock Sub-Account and an ESOP Other Investments Sub-Account which shall
be adjusted in the manner provided in Section 5.5.

         (e)      Loan Amortization Account. A Loan Amortization Account shall
be established. in the case of an Acquisition Loan to purchase Financed Shares
of Company Stock pursuant to Section 4.8, which account shall be debited for the
repayment by the Trust of the Acquisition Loan (including principal and
interest), and shall be credited with all Employer contributions in cash
earmarked to meet the obligations of the Trust under the Acquisition Loan,
earnings on such contributions, Forfeitures that are applied pursuant to Section
5.2(a) to reduce Employer contributions to the Loan Amortization Account, and
cash, dividends on Company Stock held in the Trust that are used to repay the
Acquisition Loan pursuant to Section 5.2(h).

         (f)      Financed Shares. Company Stock acquired by the Trust through
an Acquisition Loan ("Financed Shares") shall be held in the Suspense Account,
and the total number of shares to be allocated each Plan Year to the MEOP
Company Stock Sub-Accounts of Participants shall be determined by multiplying
the total number of shares purchased with the Acquisition Loan (or, in years
subsequent to such purchase, the number of Financed Shares held in the Suspense
Account immediately preceding the date of such allocation) by a fraction, the
numerator of which is the total amount of principal and interest payments made
on the Acquisition Loan by the Trust for the Plan Year and the denominator of
which is the sum of the numerator plus the principal and interest payments to be
made for all future Plan Years on the Acquisition Loan. For purposes of
determining this fraction, if the interest rate under the Acquisition Loan is
variable from period to period based upon fluctuating indices outside of the
terms of the Acquisition Loan, then the interest to be paid in future years
shall be computed using the interest rate applicable as of the end of the
current Plan Year. In the discretion of the Committee, the number of shares to
be allocated shall be determined solely with reference to principal payments in
the above formula if (1) the Acquisition Loan


                                       25
<PAGE>

provides for payments of principal and interest at a cumulative rate that is not
less rapid at any time than level annual payment of such amounts for ten (10)
years, (2) the disregarded interest is determined to be interest under standard
loan amortization tables, and (3) the term of the Acquisition Loan does not
exceed ten (10) years, whether initially or by reason of renewal, extension or
refinancing of the Acquisition Loan.

         Financed Shares thus released from the Suspense Account shall be
allocated to the MEOP Company Stock Sub-Accounts of those Participants entitled
to share in such allocation under Section 5.2(a) in the following manner:

                  (1)      First, with respect to Financed Shares released by
                           reason of Employer contributions used to repay the
                           Acquisition Loan, in the manner provided in Section
                           5.2(a); and

                  (2)      Second, with respect to Financed Shares released by
                           reason of the application of dividends on Company
                           Stock, in accordance with the provisions of Section
                           5.2(h).

         (g)      Stock Purchase Account. A single Stock Purchase Account shall
be, established for Employer contributions in cash earmarked for investment in
Company Stock. The Stock Purchase Account shall be credited at the time of any
Employer contributions designated for such Stock Purchase Account pursuant to
Section 4.5, and with Forfeitures pursuant to Section 5.2(a). It shall be
debited at the time and in the amount of purchases of Company Stock from such
Stock Purchase Account. Any earnings on assets in the Trust represented by cash
contributions to the Stock Purchase Account prior to use of 'such assets to
purchase Company Stock shall be allocated for each Plan Year as Income in
accordance with Section 5.2(b).

         (h)      Dividends on Company Stock. Cash dividends on Company Stock
shall be allocated in the following manner:

                  (1)      Dividends paid. on shares of Company Stock allocated
to Participants' MEOP Company Stock Sub-Accounts or held in the Suspense Account
shall (as required by applicable Acquisition Loan documentation or, if not so
required, as determined by the Committee) be used by the Trustee, as directed by
the Committee, to repay the balance of an outstanding Acquisition Loan. Any
Financed Shares released from the Suspense Account by reason of such dividends
shall be allocated in the following manner:

                           (A)      First, if cash dividends paid with respect
                                    to shares allocated to a Participant's MEOP
                                    Company Stock Sub-


                                       26
<PAGE>

                                    Account are used to repay an Acquisition
                                    Loan, then Company Stock with a fair market
                                    value equal to the amount of such dividends
                                    must be allocated to such Participant's MEOP
                                    Company Stock Sub-Account.

                           (B)      Second, if any Financed Shares released by
                                    reason of such dividends (whether paid on
                                    Company Stock allocated to MEOP Company
                                    Stock Sub-Accounts or on Company Stock held
                                    in the Suspense Account) remain after the
                                    allocation described in clause (A), these
                                    shares shall be allocated to the MEOP
                                    Company Stock Sub-Accounts of Participants,
                                    pro rata, according to the balance of each
                                    MEOP Company Stock Sub-Account as of the
                                    immediately preceding Valuation Date,
                                    reduced in each case by the amount of any
                                    charge to said MEOP Company Stock
                                    Sub-Account since the next preceding
                                    Valuation Date.

                  (2)      Except as provided in Section 5.2(h) (1) in the case
of dividends used to repay an Acquisition Loan, any cash dividends with -
respect to shares of Company Stock allocated to Participants, MEOP Company Stock
Sub-Accounts as of the beginning of the Plan Year (and not distributed during
the Plan Year) shall be allocated among and credited to the MEOP Other
Investments Sub-Accounts of the Participants; provided, however, that the
dividends so allocated shall be allocated among and credited to such MEOP Other
Investments Sub-Accounts, pro rata, according to the number of shares of Company
Stock. held in the respective MEOP Company Stock Sub-Accounts of the
Participants as of the beginning of the Plan Year (reduced by distributions of
Company Stock).

                  (3)      Any cash dividends with respect to shares of Company
Stock allocated to Participants, ESOP Company Stock Sub-Accounts as of the
beginning of the Plan Year (and not distributed during the Plan Year) shall be
allocated among and credited to the ESOP Other Investments Sub-Accounts of the
Participants; provided, however, that the dividends so allocated shall be
allocated among and credited to such ESOP Other Investments Sub-Accounts, pro
rata, according to the number of shares of Company Stock held in the respective
ESOP Company Stock Sub-Accounts of the Participants as of the beginning of the
Plan Year (reduced by distributions of Company Stock).

                  (4)      Cash dividends which are distributed to a Participant
pursuant to Section 6.11 shall be debited from the MEOP or ESOP Other
Investments Sub-Account of such distributees, as


                                       27
<PAGE>
appropriate, unless such cash dividends are paid directly to Participants by the
Company.

                          (5)      Cash dividends on Company Stock not otherwise
allocated pursuant to subparagraphs (l), (2), (3) and (4) of this Section 5.2(h)
shall be allocated for each Plan Year as Income.

                 (i)      If an interim valuation Date is selected pursuant to
Section 6.14, the foregoing allocation rules contained in this Section 5.2 shall
be applied for the period commencing on January 1 of that Plan Year and ending
on the interim Valuation Date, taking into account only principal and interest
paid on the Acquisition Loan and Compensation of Participants during that
period. A similar allocation shall be made for the period commencing on the
interim Valuation Date and ending on December 31 of the Plan Year, taking into
account only principal and interest paid on the Acquisition Loan and
Compensation of Participants during that period.

         5.3.     Overall Limitation of Benefits and Contributions.
Notwithstanding anything contained herein to the contrary, the Additions and
benefits under this Plan and any defined benefit plan of the Employer shall be
limited as set forth in sub-paragraphs (a) and (b) below. For purposes of this
Section 5.3, all employers which are required to be aggregated with the Employer
under Section 414(b), (c) or (m) of the Code shall be treated as a single
Employer.

                  (a)      Maximum Additions:

                           (1)      The total Additions made to the Accounts of
a Participant for any Plan Year shall not exceed the lesser of the "defined
contribution plan dollar limitation" or 25 percent (25%) of the Participant's
Section 415 Compensation for such Plan Year. Effective January 1, 1987, the
"defined contribution plan dollar limitation" shall be the greater of (A)
$30,000, or (B) one-fourth of the defined benefit dollar limitation set forth in
Section 415(b) (1) (A) of the Code as in effect for the Plan Year. Prior to
January 1, 1987, the "defined contribution plan dollar limitation shall be
$30,000. The defined contribution plan dollar limitation, as described above,
shall be adjusted from time to time to correspond to the amount prescribed by
law under Code Section 415(c) (1) (A) or by the Secretary of the Treasury
pursuant to Code Section 415(d).

                           (2)      If, at the time of the determination of such
no If, more than one-third (l/3) of the Employer's contributions deductible
under Code Section 404(a) (9) for' the Plan Year are allocated to the Accounts
of Highly Compensated Employees, then the defined contribution plan dollar
limitation (as adjusted) described in subparagraph (a) (1) above shall be equal
to the sum of:

                                       28
<PAGE>
                                    (A)      the defined contribution plan
                           dollar limitation (as adjusted) described in
                           subparagraph (a) (1) determined without regard to
                           this subparagraph (2) plus

                                    (B)      the lesser of the amount determined
                           under clause (A) above or the amount of Company Stock
                           contributed in kind to the Plan or purchased from the
                           Stock Purchase Account for the Plan Year;

provided, however, that, effective for Plan Years beginning after July 12, 1989,
this subparagraph (a) (2) shall not apply.

                           (3)      If, in any year, as the result of the
allocation of Forfeitures, a reasonable error in estimating a Participant's
Compensation, or other facts and circumstances to which Treasury Regulation
Section 1.415-6(b) (6) shall be applied, the annual Addition exceeds the limits
provided in this Section 5.3, such excess amounts shall be held in a suspense
account. The amounts in such suspense account shall be allocated to Participant
Accounts as of each Valuation Date commencing in the next Plan Year until the
suspense account is exhausted, the allocation to be analogous to that provided
in Section 5.2(a) with respect to Employer contributions. Income shall not be
allocated to such suspense account. Employer contributions for the succeeding
Plan Years shall be reduced by the amounts so allocated from the suspense
account in each such Plan Year.

                  (b)      Multiple Plan Reduction. In addition to this Plan,
the Employer maintains the Employees, Pension Plan of Marsh Supermarkets, Inc.
and Subsidiaries (the "Pension Plan"), a defined benefit plan, and the Marsh
Supermarkets, Inc. 401(k) Plan (the "40l(k) Plan"), a profit sharing plan
containing a salary reduction arrangement qualifying under Section 401(k) of the
Code. Any adjustment required by Section 415(e) of the Code for any Plan Year
shall be made in the manner described in this Section 5.3(b) in addition to and
independent of the limitation pursuant to Section 5.3(a).

         If an Employee is a Participant in this Plan and in the Pension Plan,
the sum of the defined benefit plan fraction and the defined contribution plan
fraction for any Plan Year may not exceed 1.0. The defined benefit plan fraction
for any plan year is a fraction:

                           (1)      the numerator of which is the projected
                  annual benefit of the Participant under the defined benefit
                  plan (determined as of the close of the plan year), and

                           (2)      the denominator of which is the lesser of:


                                       29
<PAGE>

                                    (A)      the product of 1.25 multiplied by
                           the maximum dollar limitation in effect under Section
                           415(b) (1) (A) of the Code for such year, or

                                    (B)      the product of 1.4 multiplied by
                           the amount which may be taken into account under
                           Section 415(b) (1) (B) of the Code for such year.

The defined contribution plan fraction for any Plan Year is a fraction:

                           (1)      the numerator of which is the sum of the
                  annual Additions to the Participant's Accounts as of the close
                  of the Plan Year (and annual additions to the 401(k) Plan and
                  any other defined contribution plan heretofore or presently
                  maintained by the Employer for that Plan Year and all prior
                  Plan Years), and

                           (2)      the denominator of which is the sum of the
                  lesser of the following amounts determined separately for such
                  Plan Year and each prior Plan Year while the Participant was
                  employed by the Employer (whether or not the Plan was in
                  existence):

                                    (A)      the product of 1.25 multiplied by
                           the dollar limitation in effect under Section 415(c)
                           (l) (A) of the Code for such year, or

                                    (B)      the product of 1.4 multiplied by
                           the amount which may be taken into account under
                           Section 415(c) (1) (B) of the Code for such year.

         At the election of the Committee, in applying the limitation in the
preceding paragraph with respect to the defined contribution plan fraction for
any plan year ending after December 31, 1982, the amount taken into account for
the denominator for each Participant for all plan years ending before January 1,
1983 shall be an amount equal to the product of:

                  (1)      the amount of the denominator determined under
         Section 415(e) (3) (B) of the Code (as in effect for the plan year
         ending in 1982) for the plan year ending in 1982 (including the maximum
         possible additions for all years of service prior to such plan year),
         multiplied by

                  (2)      the "transition fraction," which shall mean a
         fraction:

                           (A)      the numerator of which is the lesser of

                                    (i)      $51,875 or


                                       30
<PAGE>

                                    (ii)     1.4 multiplied by twenty-five
                           percent (25%) of the Participant's compensation for
                           the plan year ending in 1981; and

                           (B)      the denominator of which is the lesser of

                                    (i)      $41,500 or

                                    (ii)     twenty-five percent (25%) of the
                                             Participant's compensation for the
                                             plan year ending in 1981.

         If the sum of the defined benefit plan fraction and the defined
contribution plan fraction for any Participant exceeded 1.0 on November 30,
1987, as a result of the adjustment to the defined benefit plan fraction
resulting from the amendment to Section 415(b) (1) (2) (C) of the Code, there
shall be permanently subtracted from the numerator of the defined contribution
plan fraction the product of (a) the excess of the sum of the defined benefit
plan fraction on November 30, 1987 (computed as if Section 415(b) (1) (2) (C)
were effective on that date) and the defined contribution plan fraction on that
date over 1.0, multiplied by (b) the denominator of the defined contribution
plan fraction on that date. This reduction in the numerator shall not require
any reduction in the permissible annual addition.

         If the sum of the defined benefit plan fraction and the defined
contribution plan fraction exceeds 1.0 in any Plan Year for any Participant in
this Plan (after subtracting the adjustment required by the preceding paragraph
as of November 30, 1987), the Employer shall adjust the numerator of the defined
benefit plan fraction by first reducing the projected annual benefit of such
Participant under the Pension Plan (but not to a figure less than the accrued
benefit of such participant at the beginning of such plan year) so that the sum
of such fractions shall not exceed 1.0, as provided in the Pension Plan. If the
projected annual benefit is reduced to the level of the accrued benefit at the
beginning of the plan year, and the sum of both fractions remains in excess of
1.0, the remaining reduction to a sum of 1.0 shall be accomplished by reducing
the numerator of the defined contribution plan fraction. If an adjustment is
required under this paragraph to reduce the numerator of the defined
contribution plan fraction, such reduction shall first be implemented by
reducing annual additions under the 401(k) Plan, commencing with a distribution
of elective deferrals, as provided in the 401(k) Plan; and if further adjustment
is required, by reducing Additions that would otherwise be made to the Accounts
of the Participant in this Plan. Any reduction in the permissible annual
Addition as a consequence of this latter adjustment shall be reallocated to
eligible Participants as a Forfeiture, or placed in a suspense account, in the
same manner as specified in Section 5.3(a) for any excess resulting from the
limitation expressed therein.




                                       31
<PAGE>

         For purposes of this Section 5.3(b), the "accrued benefit" of a
participant shall be as defined in the Pension Plan. The "projected annual
benefit,, of a participant shall mean the normal retirement benefit to which the
participant would be entitled under the Pension Plan, assuming that he continues
in service until normal retirement age and that his compensation (and all other
relevant factors used to determine benefits) remain the same as in the current
plan year.

                  (c)      Adjustments for Top-Heavy Plan Year. For any
Top-Heavy Plan Year, 1.0 shall be substituted for 1.25 in the determination of
the denominator of both the defined contribution fraction and the defined
benefit fraction, and $41,500 shall be substituted for. $51,875 in determining
the numerator of the "transition fraction", pursuant to Section 5.3(b). The
foregoing substitutions shall not be required if the Plan is not a Super
Top-Heavy Plan, and a total Minimum Benefit is provided:

                           (1)      to all Non-Key Employee Participants who do
                  not participate in the defined benefit plan, in accordance
                  with Section 5.4(a), substituting four percent (4%) for three
                  percent (3%), and

                           (2)      to all Non-Key Employee Participants who
                  also participate in,, the defined benefit plan, either in
                  accordance with Section 5.4(b), but substituting seven and
                  one-half percent (7-l/2%) for five percent (5%) ' or in
                  accordance with the defined benefit plan, by providing a
                  minimum pension benefit (as described in Treasury Regulation
                  1.416-1, Q&A M-14), which is the product of:

                                    (A)      the Non-Key Employee's average
                           annual compensation for the period of consecutive
                           years (not exceeding five) when the Employee had the
                           highest aggregate compensation from the Employer and

                                    (B)      the lesser of three percent (3%)
                           per year of service with the Employer or thirty
                           percent (30%).

If the foregoing substitution of 1.0 for 1.25 and $41,500 for $51,875 causes the
1.0 limitation on the sum of the defined contribution plan fraction and the
defined benefit plan fraction to be exceeded for any Participant in a Top-Heavy
Plan Year, and if the extra Minimum Benefit under the preceding paragraph is not
provided to all Non-Key Employees, each such Participant shall be subject to the
following restrictions (in lieu of the adjustments pursuant to Section 5.3(b))
for each future Plan Year until the 1.0 limitation is satisfied:


                                       32
<PAGE>

                           (1)      the Participant's accrued benefit under the
                  defined benefit plan shall not increase; and

                           (2)      no Employer contributions may be credited to
                  the Participant's Accounts.

         5.4.     Allocation of Top-Heavy Special Contribution to Provide
Minimum Benefit:

                  (a)      For any Top-Heavy Plan Year, the special contribution
described in Section 4.6 shall be allocated to the MEOP Account of each Non-Key
Employee in an amount sufficient to provide the Minimum Benefit described by the
following test:

         The sum of Employer contributions allocated during the Plan Year to the
         MEOP Account of each Participant who is a Non-Key Employee shall be at
         least as great as a percentage of such Non-Key Employee's Section 415
         Compensation (limited to $200,000, as adjusted from time to time
         pursuant to Section 415(d) of the Code; and, after December 31, 1993,
         limited to $150,000, as adjusted from time to time pursuant to Section
         401(a) (17) of the Code) that is equivalent to the highest ratio for a
         Key Employee for that Plan Year of:

                           (1)      Employer contributions allocated to the MEOP
                  Account of the Key Employee to

                           (2)      the Section 415 Compensation of the Key
                  Employee .(limited to $200,000, as adjusted from time to time
                  pursuant to Section 415(d) of the Code; and, after December
                  31, 1993, limited to $150,000, as adjusted from time to time
                  pursuant to Section 401(a) (17) of the Code);

provided, however, that such percentage shall not exceed three percent (3%).

This Minimum Benefit shall be provided in every Top-Heavy Plan Year to each
Participant who is a Non-Key Employee and who has not terminated employment with
the Employer as of the end of the Plan Year, regardless of whether such
Participant attained a Year of Vesting Service during such Plan Year.

                  (b)      For any Top-Heavy Plan Year, if the Plan is part of a
Required Aggregation Group (as that term is defined in Section 13.2(d)) that
includes a defined benefit pension plan, the minimum benefit required by Section
416 of the Code shall be provided to each Participant who is a Non-Key Employee
and who participates in both this Plan and the defined benefit plan in the
following manner:


                                       33
<PAGE>

                           (1)      For those Participants to whom the defined
benefit minimum benefits are accruing under the terms of the defined benefit
plan, and in accordance with Section 416(c) (1) of the Code, no Minimum Benefit
shall be provided under this Plan.

                           (2)      For those Participants to whom such defined
benefit minimum benefits are not accruing, the Employer shall contribute to the
MEOP Account of each such Non-Key Employee an amount sufficient to provide a
Minimum Benefit so that Employer contributions for the Plan Year allocated to
the MEOP Account of such Non-Key Employee equal five percent (5%) of such
Non-Key Employee's Section 415 Compensation (limited to $200,000, as adjusted
from time to time pursuant to Section 415(d) of the Code; and, after December
31, 1993, limited to $150,000, as adjusted from time to time pursuant to Section
401(a) (17) of the Code).

                 (c)      For purposes of this Section 5.4, the term "Employer
contributions" shall not include any Forfeitures, but shall include Company
Stock released and' allocated from the Suspense Account or from the Stock
Purchase Account, Company Stock contributed in kind, and cash contributions
allocated to the Other Investments Sub-Accounts.

         5.5.     ESOP Account:

                  (a)      Effective December 30, 1988, as a result of the
merger of the ESOP into this Plan, there was established under the Plan for each
Participant in the ESOP on such date, an account in the Trust to be known as the
Participant's ESOP Account. Such ESOP Account consists of two Sub-Accounts: an
ESOP Company Stock Sub-Account and an ESOP Other Investments Sub-Account.
Effective December 30, 1988, the assets and liabilities under the ESOP and the
ESOP Trust were transferred to this Plan and Trust and allocated to the ESOP
Accounts established in accordance with this Section 5.5(a). The balance in a
Participant's ESOP Account shall be fully vested and nonforfeitable.

                  (b)      Subject to Section 5.2(c) (l), as of the last day of
the Plan Year, the ESOP Company Stock Sub-Account of each Participant shall be
credited (or debited) with the Company Stock purchased with any balance in the
ESOP Other Investments Sub-Account (in accordance with Section 5.2(c) (1) (B))
and with stock dividends on Company Stock in the ESOP Company Stock Sub-Account;
and will be debited for any sale of Company Stock in the proportion that the
balance of the Participant's ESOP Company Stock Sub-Account bears to the
aggregate balances of the MEOP Company Stock Sub-Accounts and the ESOP Company
Stock Sub-Accounts of all Participants immediately prior to the sale.

                  (c)      Subject to Section 5.2(c) (2), as of the last day of
the Plan Year, the ESOP Other Investments Sub-Account of each Participant shall
be credited (or debited) with its share of the


                                       34
<PAGE>
Income of the Trust, with the proceeds of any Company Stock in the Participant's
ESOP Company Stock Sub-Account which is sold, and with cash dividends on Company
Stock in the ESOP Company Stock Sub-Account (or debited with distributions of
such dividends pursuant to Section 6.11); and will be debited for any purchase
of Company Stock (other than Financed Shares or Company Stock purchased from the
Stock Purchase Account) in accordance with Section 5.2(c) (2) (B).

                  (d)      Except as provided in this Section 5.5 or when the
context clearly requires otherwise, a Participant's ESOP Account, ESOP Other
Investments Sub-Account and ESOP Company Stock Sub-Account, and the assets held
thereunder, shall be subject to the provisions of the Plan in the same manner,
respectively, as the Participant's MEOP Account, MEOP Other Investments
Sub-Account, and MEOP Company Stock Sub-Account, and the assets held thereunder,
including (but not limited to) the voting rights and tender offer provisions of
Sections 7.3 and 7.4.


                                       35
<PAGE>

                                   ARTICLE VI

                                    Benefits

         6.1.     Time for Distribution. Distribution of benefits to a
Participant or Beneficiary shall occur at the date specified in whichever is
applicable of subparagraphs (a), (b) or (c), subject to the override provisions
of subparagraphs (d), (e), (f) and (g) of this Section 6.1:

                  (a)      Retirement. Distribution shall occur no later than
the end of the 60-day period after the close of the Plan Year in which a
Participant retires on or after his Normal Retirement Date.

                  (b)      Death or Disability. Distribution shall occur no
later than the end of the Plan Year immediately following the Plan Year in which
occurs:

                           (1)      the Disability Benefit Date of a Participant
         who terminates employment with the Employer (or a Former Participant
         who terminates employment with an Affiliated Company) by reason of his
         total and permanent disability, as provided in Section 6.5, or

                           (2)      a Participant's termination of employment
         with the Employer (or a Former Participant's termination of employment
         with an Affiliated Company) by, reason of his death.

                  (c)      Other Termination. If the Participant's employment
with the Employer and with all Affiliated Companies is terminated other than for
disability, normal retirement, delayed retirement or death, distribution shall
occur at the time provided in Section 4.3(c) for a "cash out" of such
Participant's benefits.

                  (d)      Administrative Extension. In the event that due to
administrative delays it is not possible for the Committee to calculate the
value of the benefit to be distributed to a Participant pursuant to subparagraph
(a), (b) or (c) above, then distribution shall be deferred until such
calculation can be made, but may not be deferred for a longer time than is
prescribed in applicable regulations under ERISA or the Code.

                  (e)      Age 70 1/2. Distribution shall occur not later than
the April 1 next following the calendar year in which a Participant attains age
70 1/2, whether or not the Participant remains in the employ of the Employer or
an Affiliated Company.

                  (f)      Option to Delay. Except for a distribution because of
a Participant's death, any distribution to a Participant who has a Vested
Benefit which exceeds, or has ever exceeded at the time of any prior
distribution, $3,500 shall require such Participant's


                                       36
<PAGE>

prior written  consent if such  distribution  occurs prior to Normal  Retirement
Date. With regard to this required consent:

                           (1)      No consent shall be valid unless the
                           Participant has received a general description of the
                           material features and an explanation of the relative
                           values of the optional forms of benefit (including
                           the right to receive entirely cash or Company Stock
                           as provided in Section 6.10).

                           (2)      The Participant must be informed of his
                           right to defer receipt of the distribution.

                           (3)      Except as provided in paragraph (6) below,
                           notice of the rights specified in paragraph (1) and
                           (2) of this Section 6.1(f) shall be provided to the
                           Participant no less than 30 days and no more than 90
                           days before the date when the distribution is
                           scheduled to be made.

                           (4)      Written consent of the Participant to the
                           distribution must not be made before the Participant
                           receives the notice and must not be made more than 90
                           days before the date when the distribution is made.

                           (5)      No consent shall be valid if a significant
                           detriment is imposed under t. he Plan on any
                           Participant who does not consent to the distribution.

                           (6)      Notwithstanding the requirements of
                           paragraph (3) of this Section 6.1(f), a distribution
                           may be made less than 30 days after the notice
                           specified in paragraphs (1) and (2) of this Section
                           6.1(f) and the notice regarding a Direct Rollover
                           required by Section 402(f) of the Code are given,
                           provided that:

                                            (i)      the notice clearly informs
                                    the Participant that the Participant has a
                                    right to a period of at least thirty (30)
                                    days after receiving the notice to consider
                                    the decision of whether or not to elect a
                                    distribution (and, if applicable, a
                                    particular distribution option), and

                                            (ii)     the Participant, after
                                    receiving the notice, affirmatively elects
                                    to receive a distribution.


                                       37
<PAGE>

                  (g)      Normal Retirement Date Override. Subject to any
election described in subparagraph (f), distribution to Participant whose
termination of employment has occurred shall commence no later than 60 days
after the end of the Plan Year in which occurs his Normal Retirement Date.

The foregoing paragraphs (d), k), (f) and (g) are applicable notwithstanding
anything to the contrary contained in paragraphs (a), (b) and (c).

         6.2.     Method and Medium of Payment. The benefits provided hereunder
shall be payable in a lump-sum payment in the form determined pursuant to
Section 6.10.

         6.3.     Normal Retirement Benefit. Each Participant in the employment
of the Employer on his Normal Retirement Date (and each Former Participant who
on his Normal Retirement Date is employed by an Affiliated Company) shall be
eligible to retire on that date and shall be entitled to a benefit of the amount
of his Aggregate Account Balance as of the regular Valuation Date next preceding
his Normal Retirement Date, unless a different Valuation Date is designated
pursuant to Section 6.14 hereof.

         6.4.     Delayed Retirement Benefit. A Participant who remains in
employment with the Employer (and a Former Participant, with an Affiliated
Company) beyond his Normal Retirement Date shall be eligible to retire on his
Delayed Retirement Date, which shall be the date on which he actually retires,
and shall be entitled to a benefit of the amount of his Aggregate Account
Balance as of the regular Valuation Date next preceding his Delayed Retirement
Date, unless a different Valuation Date is designated pursuant to Section 6.14
hereof.

         6.5.     Total and Permanent Disability Benefit. Each Participant who
terminates employment with the Employer by reason of his total and permanent
disability (and each Former Participant who terminates employment with an
Affiliated Company by reason of his total and permanent disability) shall, upon
his Disability Benefit Date, be entitled to a benefit of the amount of his
Aggregate Account Balance as of the regular Valuation Date next preceding his
Disability Benefit Date, unless a different Valuation Date is designated
pursuant to Section 6.14 hereof.

         6.6.     Death Benefit. If a Participant's employment with the Employer
(or a Former Participant's employment with an Affiliated Company) is terminated
by death, the amount of his Aggregate Account Balance as of the regular
Valuation Date next preceding the date of his death (unless a different
Valuation Date is designated pursuant to Section 6.14 hereof) shall be payable
as a benefit to his Beneficiary as designated pursuant to Section 6.8. The
payment of death benefits to a Beneficiary shall be made in a lump-sum payment
in the form determined pursuant to Section 6.10,


                                       38
<PAGE>

substituting, "Beneficiary" for "Participant"; provided, however, that the
entire benefits must be distributed within five (5) years after the death of the
Participant.

         6.7.     Vested Benefit:

                  (a)      If any Participant's employment with the Employer and
with all Affiliated Companies is terminated other than by normal retirement,
delayed retirement, disability or death, he shall be entitled to a "Vested
Benefit" which shall include (in addition to amounts payable under Section
6.7(e)) a percentage of his MEOP Account as it existed on the regular Valuation
Date next preceding the distribution of his benefits (unless a different
Valuation Date is designated pursuant to Section 6.14 hereof), based upon his
Years of Vesting Service and determined according to the vesting table provided
in either Section 6.7(b) or Section 6.7(c), depending upon whether the Plan is a
Top-Heavy Plan for the Plan Year during which such termination occurs:

                  (b)      Except as provided in Section 6.7(c) and (d), the
percentage shall be as follows:

<TABLE>
<CAPTION>
        Years of Vesting Service                    Percentage of Account
        ------------------------                    ---------------------
        <S>                                         <C>
        fewer than 5                                           0
        5 or more                                            100
</TABLE>

                  (c)      For a Plan Year for which the Plan is a Top-Heavy
Plan, the percentage shall be as follows:

<TABLE>
<CAPTION>
        Years of Vesting Service                    Percentage of Account
        ------------------------                    ---------------------
        <S>                                         <C>
        fewer than 2                                          0
        2, but fewer than 3                                  20
        3, but fewer than 4                                  40
        4, but fewer than 5                                  60
        5, but fewer than 6                                  80
        6 or more                                           100%
</TABLE>

                  (d)      For any termination of employment described in
subparagraph (a) above in any year which is not a Top-Heavy Plan Year:

                           (1)      each Participant who had three (3) or more
                  Years of Vesting Service at any time during a Top-Heavy Plan
                  Year shall be entitled to elect to have his Vested Benefit
                  determined in accordance with the table provided in
                  subparagraph (c); and


                                       39
<PAGE>

                           (2)      any other Employee who was a Participant
                  during a Top-Heavy Plan Year shall be entitled to a Vested
                  Benefit determined in accordance with the table provided in
                  subparagraph (b), except that his vested percentage shall not
                  be less than the percentage under the table in subparagraph
                  (c) that would have applied if his termination of employment
                  had occurred on the last day of the last Top-Heavy Plan Year
                  prior to his actual termination of employment.

                  (e)      A Participant shall at all times have a fully vested
interest in his ESOP Account. Upon termination of employment, the amount of a
Participant's ESOP Account shall be combined with the vested portion of his MEOP
Account to provide a Vested Benefit as described in this Article VI.

                  (f)      The remainder of a Participant's MEOP Account which
is not included in his Vested Benefit shall be treated as a Forfeiture at the
time and in the manner specified under Sections 4.3 and 5.2(a).

                  (g)      For purposes of determining whether an Employee is
entitled to receive any benefit under Article VI of the Plan, or the amount
thereof, he shall not be deemed to have terminated his employment under the Plan
until he is no longer employed by any Affiliated Company to which he may have
been transferred, irrespective of whether he shall have ceased to be classified
as an Employee following such transfer.

                  (h)      As a result of the permanent discontinuance of
contributions after December 31, 1994, all Participants who are Employees on
December 31, 1994, and all Former Participants who have not incurred a Break in
Service as of December 31, 1994, shall be one hundred percent (100%) vested in
their Aggregate Account Balance as of January 1, 1995. The Vested Benefit of all
other Former Participants shall be determined in accordance with the vesting
table provided in either Section 6.7(b) or Section 6.7(c) whichever is
applicable.

         6.8.     Designation of Beneficiary. Subject to the rights of a
surviving spouse described herein, each Participant (or Former Participant) may
from time to time designate a Beneficiary or Beneficiaries to whom his Plan
benefits are to be paid if he dies before receipt of all such benefits. Each
Beneficiary designation, or revocation thereof, shall be in a form prescribed by
the Committee and will be effective only when filed with the Committee. Unless
the conditions which follow for the designation of a Beneficiary other than the
spouse are satisfied, the Beneficiary of a Participant who is married on the
date of his death shall be the surviving spouse, whether or not so designated in
the form, and even if no such form is filed. Designation of a Beneficiary other


                                       40
<PAGE>

than such Participant's spouse for any portion of the benefits shall be valid
only if either

                  (a)      the spouse consents in writing thereto, acknowledging
the effect of such designation, and the particular non-spouse Beneficiary;

                  (b)      the spouse consents in writing thereto, acknowledging
the effect of such designation, and the consent by the spouse expressly permits
future changes of Beneficiary without further consent by the spouse;

                  (c)      the Participant, although married at the time of the
designation, is ultimately not survived by his spouse or is divorced from his
spouse;

                  (d)      the surviving spouse cannot be located; or

                  (e)      the Participant and spouse are legally separated as
evidenced by a court order.

Spousal consent pursuant to (a) or (b) shall be witnessed by a notary public or
Plan representative, and shall be irrevocable. If the Participant is survived by
a spouse other than the spouse who consented to designation of another as
Beneficiary, the consent of the former spouse shall be ineffective. If the
Participant has no designation of a Beneficiary in effect at the time of his
death, and is not survived by a spouse or is divorced or legally separated from
his spouse, or if the surviving spouse cannot be located, any Plan benefits
payable with respect to the Participant shall be payable in the following order
of priority: (1) to the children, including adopted children, of the Participant
in equal shares, per stirpes; or if none survive, (2) to the surviving natural
parents of the Participant, in equal shares; or if neither survives, (3) to the
estate of the Participant.

         6.9.     Additional Benefits. Whenever benefits are computed according
to the balance of a Participant's Accounts on a Valuation Date, and thereafter
additional amounts are allocated to such Participant's Accounts from
contributions, Forfeitures, Income, or other earnings, such additional amounts
shall be paid as additional benefits and shall be payable in the same manner as
the other benefits payable from such Accounts.

         6.10.    Form of Distribution. Distributions from a participant's MEOP
Company Stock Sub-Account and ESOP Company Stock Sub-Account shall be made in
full shares of Company Stock. Balances representing fractional shares may be
paid in cash. Subject to a Participant's right to distribution in the form of
Company Stock, distributions from a Participant's MEOP Other Investments
Sub-Account and ESOP Other Investments Sub-Account shall be made in cash;
provided, however, that the Participant shall have the right


                                       41
<PAGE>

to demand that his entire benefit be distributed to him in the form of Company
Stock (except for fractional shares).-The Committee may from time to time allow
Participants to elect to receive their entire benefit in the form of cash.

         The Committee shall advise the Participant in writing of his right to
demand Company Stock and, if applicable, of his right to elect a distribution
entirely in cash. An election by the Participant to receive Company Stock or
cash shall be irrevocable. In the event that a distribution of Company Stock is
to be made in excess of the balance. in the Participant's MEOP and ESOP Company
Stock Sub-Accounts, any balance in a Participant's MEOP and ESOP Other
Investments Sub-Accounts may be applied to provide whole shares of Company Stock
for distribution at fair market value. In the event that the Committee permits
the Participant, and the Participant elects, to receive the entire distribution
in cash, the Company Stock in the Participant's MEOP and ESOP Company Stock
Sub-Accounts shall be sold, at fair market value to provide cash for the
distribution. The determination of fair market value for this purpose shall be
based on the closing price of the Company Stock on the last day of the fiscal
quarter preceding the date of distribution.

         6.11.    Distribution of Dividends on Company Stock. The Committee may,
in its sole discretion, distribute to Participants cash dividends received by
the Trust on Company Stock allocated to each such Participant's MEOP Company
Stock Sub-Account and ESOP Company Stock Sub-Account, provided that such
distribution must be made no later than ninety (90).days after the close of the
Plan Year in which such dividends are paid to the Trust; or such cash dividends
may, in the discretion of the Board of Directors of the Company, be paid
directly to the Participants instead of to the Trust.

         6.12.    Special Restriction on Time of Distribution. Notwithstanding
any provision contained in this Plan to the contrary, no Company Stock allocated
to and held in a Participant's ESOP Company Stock Sub-Account may be distributed
before the end of the eighty-fourth (84th) month beginning after the month in
which such Company Stock was allocated to such ESOP Company Stock Sub-Account,
except in the event of the Participant's retirement, disability, death or other
termination of service; provided, however, that such eighty-four (84) month
restriction shall not apply in the event of certain divisive corporate
reorganizations, as provided in Sections 409(d) (2) and 409(d) (3) of the Code.

         6.13.    Pre-Retirement Distribution Rights:

                  (a)      A Participant shall become a Qualified Participant
for purposes of this Section 6.13 upon the later of (1) the


                                       42
<PAGE>

Participant's attainment of age 55 and (2) the Participant's completion of 10
years of participation in this Plan.

                  (b)      The Committee shall offer to each Qualified
Participant during his first "election period" (as defined in subparagraph (c)
below) and successive "election periods" the right to elect a distribution of a
portion of the Company Stock credited to the Participant's MEOP and ESOP Company
Stock Sub-Accounts (collectively, "Company Stock Sub-Accounts"), but only to the
extent that such Company Stock was acquired by or contributed to the Plan (or to
the ESOP, in the case of Company Stock credited to the ESOP Company Stock
Sub-Account) after December 31, 1986 (referred to in this Section 6.13 as
"Post-1986 Company Stock"). Determination of the number of shares of Post-1986
Company Stock that are subject to distribution in accordance with this Section
6.13 shall be made in accordance with the rules set forth in Internal Revenue
Service Notice 88-56.

                  (c)      The "election period" shall be the first 90 days
immediately following the end of each Plan Year in the "qualified election
period". The "qualified election period" shall commence with the Plan Year
during which the Participant becomes a Qualified Participant and end with the
fifth Plan Year thereafter. For example, a Participant who first becomes a
Qualified Participant in the Plan Year ending December 31, 2001, will first be
entitled to elect a distribution in the period from January 1, 2002 through
March 30, 2002. If the Qualified Participant elects such a distribution, the
distribution will be made within 90 days after the end of that election period.

                  (d)      The amount which may be elected for distribution
during the first "election period" is 25% of the number of shares of Post-1986
Company Stock then credited, to that Qualified Participant's Company Stock
Sub-Accounts. The amount which may be elected for distribution upon future
elections, during successive election periods, shall be determined by
multiplying the number of shares of Post-1986 Company Stock credited to the
Qualified Participant's Company Stock Sub-Accounts (including shares of
Post-1986 Company Stock which have been previously distributed pursuant to this
Section 6.13) by 25% or, with respect to a Qualified Participant's final
election, 50%, reduced by the amount of any prior distributions elected by such
Participant pursuant to this Section 6.13. Notwithstanding the foregoing, if the
fair market value of the Post-1986 Company Stock allocated to the Company Stock
Sub-Accounts of a Qualified Participant is less than five hundred dollars
($500.00) as of the Valuation Date immediately preceding the first day of an
election period, then such Qualified Participant shall not be entitled to elect
to receive a distribution for that election period.

         6.14.    Interim Valuation Date. The Valuation Date which shall be the
basis for determining benefits payable to any Participant,


                                       43
<PAGE>

Former Participant, or Beneficiary must be selected by the Employer by written
notice to the Trustee if a date other than the last regular Valuation Date is to
be used as the date for determining benefits payable. Any such interim Valuation
Date shall be selected and applied by the Employer uniformly to all participants
so as to avoid the prohibited discrimination described in Section 401(a) (4) of
the Code.

         6.15.    Direct Rollovers. With respect to distributions made after
December 31, 1992, notwithstanding any provision of the Plan to the contrary
that would otherwise limit a Distributee's election under this Section 6.15, a
Distributee may elect, at the time and in the manner prescribed by the
Committee, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a Direct
Rollover. The Plan provisions otherwise applicable to distributions continue to
apply to this Direct Rollover option. The Distributee shall, in the time and
manner prescribed by the Committee, specify the amount to be directly
transferred and the Eligible Retirement Plan to receive the transfer. Any
portion of a distribution which is not transferred shall be distributed to the
Distributee in the form specified in Section 6.10.


                                       44
<PAGE>

                                  ARTICLE VII

                              Trust; Voting Rights

         7.1.     General. All contributions under this Plan shall be paid to
the Trustee and deposited in the Trust.

         7.2.     Return of Employer Contributions. All assets of the Trust,
including investment income, shall be retained for the exclusive benefit of
Participants and Beneficiaries and shall be used to pay benefits to such persons
or to pay administrative expenses of the Plan to the extent not paid by the
Employer. No part of the Trust shall revert to or inure to the benefit of the
Employer, except that, upon the Employer's request:

                  (a)      A contribution that was made under a mistake of fact
shall be returned to the Employer within one (1) year after the payment of the
contribution. The maximum amount that may be returned to the Employer is the
excess of the amount contributed over the amount that would have been
contributed had no mistake of fact occurred.

                  (b)      A contribution that was conditioned upon the
deductibility of the contribution under Section 404 of the Code shall be
returned to the Employer within one (1) year after the disallowance of the
deduction (to the extent disallowed). The maximum amount that may be returned to
the Employer is the excess of the amount contributed over the amount that would
have been contributed had the contribution been limited to the amount that is
deductible after any disallowance by the Internal Revenue Service.

Income attributable to any excess contribution may not be returned to the
Employer, but losses attributable thereto must reduce the amount to be so
returned. If the withdrawal of the amount attributable to the mistaken or
nondeductible contribution would cause the balance of the Accounts of any
Participant to be reduced to less than the balance which would have been in the
Accounts had the mistaken or nondeductible amount not been contributed, then the
amount to be returned to the Employer must be limited so as to avoid such
reduction.

         7.3.     Voting Rights. Each Participant and Former Participant shall
be entitled to instruct the Committee as the designated Fiduciary to receive
instructions in accordance with this Section 7.3 as to how shares of Company
Stock allocated to his MEOP Company Stock Sub-Account and his-ESOP Company Stock
Sub-Account (collectively, "Company Stock Sub-Accounts") on the record date for
any meeting of the shareholders of the Company at which shares of Company Stock
are entitled to be voted, are to be voted with respect to each issue before such
meeting.


                                       45
<PAGE>

         The Committee shall provide, or cause to be provided, to each
Participant and Former Participant notice (and other material related thereto,
including proxy statements, as required by law or the Company's charter or
bylaws) of such meeting as is sent to shareholders of the Company generally. The
Committee shall request written instructions from each Participant and Former
Participant as to the voting of the shares of Company Stock allocated to his
Company Stock Sub-Accounts on the record date. The Committee shall tabulate, or
cause to be tabulated, the written instructions received on or prior to the date
established by the Committee and communicated to the Participants and Former
Participants for returning the written instructions, and shall instruct the
Trustee as to the voting of the shares of Company Stock represented by such
written instructions. The Trustee shall vote the shares of Company Stock
allocated to the Company Stock Sub-Accounts in accordance with the instructions
of the Committee, but shall not vote any shares of Company Stock allocated to
the Company Stock Sub-Accounts as to which written instructions were not
received by the Committee.

         The Trustee shall vote any shares of Company Stock in the Suspense
Account or not otherwise allocated to the Company Stock Sub-Accounts in
accordance with the instructions of the Committee, which shall base its
instructions upon the percentage of shares of Company Stock for and against each
issue to be considered at the meeting, including in the tabulation of such
percentages only those shares of Company Stock allocated to Company Stock
Sub-Accounts as to which written instructions were received by the Committee. In
the event that no shares of Company Stock are allocated to the Company Stock
Sub-Accounts on the record date, the Committee shall instruct the Trustee to
vote the shares of Company Stock held in the Trust as the Committee, in its
discretion, shall determine.

         7.4.     Tender Offer. In the event of any of the following actions by
a third party:

                  (a)      a tender offer or an exchange offer for stock of the
Company;

                  (b)      a proposal for the merger or consolidation of the
Company with such third party; or

                  (c)      a proxy solicitation for the purpose of electing
directors who propose to approve acts described in clause (a) or (b);

then the Trustee shall tender or not tender Company Stock, vote in favor of or
against the proposal for merger or consolidation, or respond to the proxy
solicitation for election of directors, as instructed by the Committee.


                                       46
<PAGE>

         The Committee shall provide or cause to be provided to each Participant
and Former Participant any information relevant to the investment decision, as
is provided to shareholders of the Company generally, together with a form for
written instructions as to the shares of Company Stock allocated to the MEOP
Company Stock Sub-Account and ESOP Company Stock Sub-Account of each Participant
or Former Participant. The Committee shall instruct the Trustee in accordance
with such written instructions as are received by the Committee on or prior to
the date established by the Committee and communicated to the Participants and
Former Participants for returning the written instructions. With respect to any
Company Stock allocated to the MEOP Company Stock Sub-Accounts and ESOP Company
Stock Sub-Accounts as to which the Committee receives no written instructions,
the Committee shall instruct the Trustee not to tender such Company Stock, or to
vote it in opposition to the proposal for merger or consolidation, or to vote in
favor of directors who oppose such tender offer or proposal.

         With respect to all Company Stock in the Suspense Account or not
otherwise allocated to the MEOP and ESOP Company Stock Sub-Accounts (herein
collectively referred to as "unallocated shares"), the Committee shall instruct
the Trustee either to tender, to vote in favor of the proposal, or to vote for
directors who support such action, in the same proportion of the total of such
unallocated shares as:

                           (1)      the number of shares of Company Stock which
                  are tendered, voted in favor of the proposal, or voted for
                  directors who support such action, pursuant to written
                  instructions from Participants and Former Participants, bears
                  to

                           (2)      the total number of shares of Company Stock
                  allocated to the MEOP and ESOP Company Stock Sub-Accounts of
                  all Participants and Former Participants.

         The Committee shall instruct the Trustee not to tender, or to vote in
opposition to the proposal for merger or consolidation, or to vote in favor of
directors who oppose such tender offer or proposal, in the same proportion of
the total of such unallocated shares as:

                           (1)      the number of shares of Company Stock which
                  are not tendered, voted in opposition to the proposal, or
                  voted for directors who oppose such tender offer or proposal,
                  pursuant to written instructions or lack of any instructions
                  from Participants and Former Participants, bears to


                                       47
<PAGE>

                           (2)      the total number of shares of Company Stock
                  allocated to the MEOP and ESOP Company Stock Sub-Accounts of
                  all Participants and Former Participants.

If no Company Stock has been allocated to such Company Stock Sub-Accounts, the
Committee shall instruct the Trustee to tender or not tender unallocated shares,
to vote in favor of or against the proposal for merger or consolidation, or to
vote for or against directors who support such tender offer or proposal, as the
Committee, in its discretion, shall determine.


                                       48
<PAGE>

                                  ARTICLE VIII

                                 Administration

         8.1.     Allocation of Responsibility Among Fiduciaries for Plan and
Trust Administration:

                  (a)      The named Fiduciaries shall have only those specific
powers, duties, responsibilities and obligations which are specifically given
them under this Plan or the Trust. Any person or group of persons may serve in
more than one fiduciary capacity with respect to the Plan. The Committee shall
have the sole responsibility for the administration and interpretation of the
Plan. The Trustee shall have the responsibility for the administration of the
Trust and the management of the assets held under the Trust, except as
specifically provided in the Trust.

                  (b)      The Board of Directors of the Company may appoint an
investment committee and, by written notice to the Trustee, direct that
investment authority as to all or any portion of the assets of the Trust (other
than Company Stock) shall be vested in such investment committee as a named
Fiduciary; and the Trustee shall be subject to the direction of such committee
regarding the investment of such assets within the limitations provided in the
Trust.

                  (c)      Each Fiduciary shall be responsible for the proper
exercise of its own powers, duties and responsibilities but, except as otherwise
provided in ERISA, shall not be responsible for any act or failure to act of
another Fiduciary. Named Fiduciaries with respect to the Plan may designate
persons other than named Fiduciaries to carry out fiduciary responsibilities
under the Plan.

         8.2.     Appointment of Committee. A Committee consisting of no fewer
than three (3) persons shall be appointed by and serve at the pleasure of the
Board of Directors of the Company. Until and unless changed by the Board of
Directors, the Committee shall consist of those persons who serve from time to
time as members of the Retirement Committee of the Employees, Pension Plan of
Marsh Supermarkets, Inc. and Subsidiaries. All usual and reasonable expenses of
the Committee shall be paid by the Employer or, upon its inability to do so,
shall be paid by the Trustee out of the Trust. No member of the Committee who is
an Employee shall receive compensation for his services on the Committee.

         8.3.     Claims Procedure. The Committee shall make all determinations
as to the right of any person to a benefit. Claims for benefits under the Plan
may be filed with the Committee on forms supplied by the Committee. Any denial
by the Committee of a claim for benefits under the Plan by a Participant or
Beneficiary shall be stated in writing by the Committee and delivered or mailed
to the Participant or Beneficiary; and such notice shall set forth


                                       49
<PAGE>

the specific reasons for the denial, written in a manner that may be understood
by a layman. In addition, the Committee shall afford a reasonable opportunity to
any Participant or Beneficiary whose claim for benefits has been denied to
submit a written request that the decision denying the claim be reviewed by the
Committee.

         8.4.     Committee Powers and Duties. The Committee shall have such
duties, powers and discretion as may be necessary to discharge its duties
hereunder, including, but not by way of limitation, the following:

                  (a)      to construe and interpret the Plan, decide all
questions of eligibility, and determine the amount, manner and time of payment
of any benefits hereunder;

                  (b)      to prescribe procedures to be followed by
Participants or Beneficiaries in filing applications for benefits;

                  (c)      to appoint or employ individuals to assist in the
administration of the Plan and any other agents it deems advisable, including
legal and actuarial counsel;

                  (d)      to formulate written procedures to determine the
qualified status of domestic relations orders pursuant to Section 414(p) (6) of
the Code and to administer payment of benefits in accordance with such orders as
are concluded to be qualified;

                  (e)      to determine whether to offer to Participants the
right to elect a distribution in the form of cash; and

                  (f)      to authorize delivery and payment by the Trustee of
Company Stock and cash under the Plan.

         The Committee shall have no power to add to, subtract from or modify
any of the terms of the Plan, or to change or add to any benefits provided by
the Plan, or to waive or fail to apply any requirements of eligibility for a
benefit under the Plan; nor shall any discretionary power of the Committee be
exercised so as to discriminate in favor of Participants who are officers,
shareholders, or Highly Compensated Employees of the Employer.

         8.5.     Rules and Decisions. The Committee may adopt such rules as it
deems necessary, desirable, or appropriate, and may change from time to time any
such rules. All rules and decisions of the Committee shall be uniformly and
consistently applied in order to avoid any prohibited discrimination during the
operation of the Plan. When making a determination or calculation, the Committee
shall be entitled to rely upon information furnished by a Participant or
Beneficiary, the Employer, the actuary for the Plan, the legal counsel of the
Employer, or the Trustee.


                                       50
<PAGE>

         8.6.     Committee Procedures. The Committee may act at a meeting or in
writing without a meeting. The Committee may elect one of its members as
chairman, appoint a secretary, who may or may not be a Committee member, and
advise the Trustee of such actions in writing. The Committee may adopt such
by-laws or regulations as it deems desirable for the conduct of its affairs. All
decisions of the Committee shall be made by the vote of the majority, including
actions in writing taken without a meeting. To the extent permitted by
applicable law, including ERISA, a dissenting Committee member who, within a
reasonable time after he has knowledge of any action or failure to act by the
majority, registers his dissent in writing delivered to the other Committee
members, the Employer, and the Trustee, shall not be responsible for any such
action or failure to act.

         8.7.     Authorization of Member to Sign Documents. The Committee may
authorize any one or more of its members to execute any document or documents.
on behalf of the Committee. The Committee shall notify the Trustee in writing of
such action and the name or names of its member. or members so designated. The
Trustee thereafter may accept and rely upon any document executed by such member
or members as representing action by the Committee until the Committee shall
file with the Trustee a written revocation of such designation.

         8.8.     Duty to Keep Records and File Reports. The Committee shall
keep or cause to be kept records and other data as may be necessary for proper
administration of the Plan, including the balance of the Accounts for each
Participant. The Committee shall file or cause to be filed all annual reports,
financial and other statements as may be required by any federal or state
statute, agency or authority within the time prescribed by law or regulation for
filing such documents. The Committee shall furnish such reports, statements and
other documents to Participants and Beneficiaries of the Plan as may be required
by any federal or state statute or regulation.

         8.9.     Authorization of Benefit Payments. The Committee shall issue
directions to the Trustee concerning all benefits which are to be paid from the
Trust Fund pursuant to the provisions of the Plan.

         8.10.    Application and Forms for Benefits. The Committee may require
a Participant to complete and file with the Committee an application for a
benefit and all other forms approved by the Committee, and to furnish all
pertinent information requested by the Committee. The Committee may rely upon
all such information so furnished it, including the Participant's current
mailing address.

         8.11.    Facility of Payment. Whenever, in the Committee's opinion, a
person entitled to receive any payment of a benefit or installment thereof
hereunder is under a legal disability or is


                                       51
<PAGE>

incapacitated in any way so as to be unable to manage his financial affairs, the
Committee may direct the Trustee to make payments to such person or to his legal
representative or to a relative or friend of such person for his benefit, or the
Committee may direct the Trustee to apply the payment for the benefit of such
person in such manner as the Committee considers advisable. To the extent
permitted by applicable law, including ERISA, any payment of a benefit or
installment thereof in accordance with the provisions of this Section 8.11 shall
be a complete discharge to the Trustee of any liability for the making of such
payment under the provisions of the Plan.

         8.12.    Indemnification of Committee Members. The Employer shall
indemnify and hold harmless each member of the Committee against any and all
liability, claims, damages and expense (including legal fees incurred in
defending against such claims, and including fees of individuals appointed
pursuant to Section 8.4(c) and including reasonable costs of settlement of any
such asserted liability or claim) which the member may incur in administration
of the Plan, unless arising from the gross negligence or willful misconduct of
such member. Such expenses may be paid to or on behalf of the Committee member
in advance of the final disposition of any action, suit or proceeding if the
member agrees to repay such amounts to the Employer if it should be ultimately
determined by the court or other tribunal that the member is not entitled to
indemnification.


                                       52
<PAGE>

                                   ARTICLE IX

                                  Miscellaneous

         9.1.     Nonguarantee of Employment. Nothing contained in this Plan
shall be construed as a contract of employment between the Employer and any
Employee, or as a right of any Employee to be continued in the employment of the
Employer, or as a limitation of the right of the Employer to discharge any of
its Employees, with or without cause.

         9.2.     Rights to Trust Assets. No Employee or Beneficiary shall have
any right to, or interest in, any assets of the Trust upon termination of his
employment or otherwise, except as provided in this Plan. All payments of
benefits as provided for in this Plan shall be made solely out of the assets of
the Trust and none of the Fiduciaries shall be personally liable therefor in any
manner.

         9.3.     Nonalienation of Benefits. Benefits payable under this Plan
shall not be subject in any manner to anticipation, alienation, execution, or
levy of any kind, either voluntary or involuntary, including any such liability
which is for alimony or other payments for the support of a spouse or former
spouse, or for any other .relative of the Participant prior to actually being
received by the person entitled to the benefit under the terms of the Plan; and
any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of, any right to. benefits payable hereunder shall
be void. The Trust shall not in any manner be liable for, or subject to, the
debts, contracts, liabilities, engagements or torts of any person entitled to
benefits hereunder. The foregoing prohibition on alienation of benefits shall
not apply to prevent payments by the Trustee in recognition of the rights of a
spouse, former spouse, child or other dependent of the Participant who is an
"alternate payee" as defined in Code Section 414(p), which rights are embodied
in a qualified domestic relations order ("QDRO") as defined in Section 206(d)
(3) of ERISA and in Section 414(p) (1) of the Code. No such QDRO shall require
payment of any form or amount of benefit, or time of payment thereof, except as
otherwise permitted under this Plan; provided, however, that such payment may be
required by the QDRO prior to termination of employment of the Participant at
any time after the Participant attains age 50.

         In the event a Participant's benefits are garnished or attached by
order of any court, or if there are multiple claimants to the same benefits, the
Committee may bring an action for declaratory judgment in a court of competent
jurisdiction to determine the proper recipient of the benefits to be paid by the
Plan. During the pendency of said action, any benefits that become payable may
be paid into the court as they become payable, to be distributed by the court to
the recipient it deems proper.


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<PAGE>

         9.4.     Discontinuance of Employer Contributions. In the event of
permanent discontinuance of contributions to the Plan by the Employer, the
Accounts of all Participants shall, as of the date of such discontinuance,
become nonforfeitable.

         9.5.     Single Plan and Trust. This Plan, as adopted by each Adopting
Company, shall be administered as a single Plan, and a single Trust shall be
used for the investment of all Plan assets and the payment of benefits
hereunder.

         9.6.     Applicable Law. The Plan hereby created shall be construed,
administered and governed in all respects in accordance with ERISA and, to the
extent not superseded by federal law, in accordance with the laws of the State
of Indiana; provided, however, that if any provision is susceptible of more than
one interpretation, such interpretation shall be given thereto as is consistent
with the. Plan being a qualified plan within the meaning of the Code.

         9.7.     No Restrictions on Financed Shares. Except as required by the
securities laws or other applicable laws, no Company Stock originally acquired
as Financed Shares shall be subject to a put, call or other option, or buy-sell,
right of first refusal, or similar arrangement while held by and when
distributed from the Plan, whether or not the Plan is then an employee stock.
ownership plan as described in Section 4975(e) (7) of the Code.

         9.8.     Leased Employees. Notwithstanding any other provisions of the
Plan, for purposes of determining the number or identity of Highly Compensated
Employees and for purposes of the pension requirements of Section 414(n) (3) of
the Code, the employees of the Employer shall include "leased employees" within
the meaning of Section 414(n) (2) of the Code.

         9.9.     Gender, Number. Whenever any word is used herein in the
masculine or feminine gender, it shall be construed as if it were also used in
the other gender in all cases where it would so apply, and whenever any word is
used in the singular or plural form, it shall be construed as if it were used in
the other form in all cases where it would so apply.


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<PAGE>

                                   ARTICLE X

                        Amendments and Action by Employer

         10.1.    Amendments. The Company reserves the right to amend the Plan
in the manner provided in Section 10.3, provided such amendment does not cause
any part of the Trust to be used for, or diverted to, any purpose other than the
exclusive benefit of Participants, Former Participants, or their Beneficiaries,
except as may be necessary to make the Plan comply with ERISA. Amendment of the
Plan by the Company shall similarly amend the Plan of each Adopting Company,
except that any Adopting Company may exclude its Plan from such amendment by
resolution of its Board of Directors, in which event its Plan shall become a
separate plan not subject to Section 9.5.

         10.2.    Limitation on Amendments:

                  (a)      No amendment to this Plan shall have the effect of
reducing the amount then credited to the Accounts of any Participant or of
causing the nonforfeitable percentage of the accrued benefit derived from
Employer contributions (determined as of the later of the date such amendment is
adopted or the date such amendment becomes effective) of any Participant to be
less than his nonforfeitable percentage computed without regard to such
amendment. For the purposes of this Section 10.2(a), a Plan amendment which has
the effect of eliminating or reducing an early retirement benefit or eliminating
an optional form of benefit (as provided in Treasury regulations) with respect
to benefits attributable to service before the amendment shall be treated as
reducing the amount credited to the Accounts of a Participant.

                  (b)      The provisions of the Plan, to the extent that they
relate to persons who may be subject to Section 16 of the Securities Exchange
Act of 1934, as amended, shall not be amended more than once every six months,
except to comport with changes in the Code, ERISA, or the rules thereunder.

         10.3.    Action by Employer. Any action by the Employer may be by
resolution of its Board of Directors, or by any person or persons duly
authorized by resolution of said Board to take such action. Notwithstanding the
foregoing, any amendment to the Plan or termination of the Plan shall be made
either

                  (a)      by resolution of the Board of Directors of the
Company or

                  (b)      by a written document executed by an officer of the
Company and approved prior to such execution or ratified subsequent to such
execution by resolution of the Board of Directors of the Company; provided,
however, that the date of adoption of any amendment by a written document
executed by an officer of the Company and ratified subsequent to such execution
by the Board of Directors of the Company shall be the date of execution by such
officer.


                                       55
<PAGE>

                                   ARTICLE XI

             Successor Employer and Merger or Consolidation of Plan

         11.1.    Successor Employer. In the event of the dissolution, merger,
consolidation or reorganization of the Employer, provision may be made by which
the Plan and Trust will be continued by the successor; and, in that event, such
successor shall be substituted for the Employer under the Plan. The substitution
of the successor shall constitute an assumption of Plan liabilities by the
successor and the successor shall have all of the powers, duties and
responsibilities of the Employer under the Plan.

         11.2.    Plan Assets:

                  (a)      In the event of any merger or consolidation of the
Plan with, or transfer in whole or in part of the assets and liabilities of the
Trust to, another trust fund held under any other plan of deferred compensation
maintained or to be established for the benefit of all or some of the
Participants of this Plan, the assets of the Trust applicable to such
Participants shall be transferred to the other trust fund only if:

                           (1)      each Participant would receive a benefit
                  immediately after the merger, consolidation or transfer (if
                  either this Plan or the other plan then terminated) which is
                  equal to or greater than the benefit he would have been
                  entitled to receive immediately before the merger,
                  consolidation or transfer (if this Plan had then terminated);

                           (2)      resolutions of the Board of Directors of the
                  Employer under this Plan, or of any new or successor employer
                  of the affected Participants, shall authorize such transfer of
                  assets; and, in the case of the new or successor employer of
                  the affected Participants, its resolutions shall include an
                  assumption of liabilities with respect to such Participants,
                  inclusion in the new employer's plan; and

                           (3)      such other plan and trust are qualified
                  under Sections 401(a) and 501(a) of the Internal Revenue Code.

                  (b)      The requirement of subparagraph (a) (1) of this
Section 11.2 shall be satisfied, in the case of a spinoff of part of the assets
and liabilities of this Plan, if, after the spinoff:

                           (1)      The sum of the account balances for each
                  Participant in the resulting plans equals the Aggregate
                  Account Balance of the Participant in the Plan before the
                  spinoff, and


                                       56
<PAGE>

                           (2)      The assets in each of the plans immediately
                  after the spinoff equals the sum of the account balances
                  for-all participants in that plan.


                                       57
<PAGE>

                                  ARTICLE XII

                                Plan Termination

         12.1.    Right to Terminate. The Employer may terminate the Plan at any
time. In the event of the dissolution, merger, consolidation or reorganization
of the Employer, the Plan shall terminate and the Trust shall be liquidated
unless the Plan is continued by a successor to the Employer in accordance with
Section 11.1, or unless the Employer elects to continue the Trust and make
distribution to the Participants or their beneficiaries at the times and in the
manner set forth in Article VI hereof.

         12.2.    Partial Termination. Upon termination of the Plan with respect
to a group of Participants which constitutes a partial termination of the Plan,
the Trustee shall, in accordance with the directions of the Committee, allocate
and segregate for the benefit of the Participants then or theretofore employed
by the Employer with respect to which the Plan is being terminated, the
proportionate interest of such Participants in, the Trust. The funds so
allocated and segregated shall be used by the Trustee to pay benefits to or on
behalf of Participants in accordance with Section 12.3.

         12.3.    Liquidation of the Trust. Upon termination or partial
termination of the Plan, the Accounts of all Participants affected thereby shall
become fully vested to the extent funded, and the Committee shall direct the
Trustee to distribute the assets remaining in the Trust (after payment of any
expenses properly chargeable thereto) to Participants, Former Participants and
Beneficiaries in proportion to their respective Account balances unless the
Employer elects to continue the Trust as provided in Section 12.1. Any amounts
which may remain unallocated in the suspense account described in Section 5.3
shall be returned to the Employer.

         12.4.    Manner of Distribution. To the extent that no discrimination
in value results, and subject to the Participant's right to insist upon a
distribution in Company Stock as provided in Section 6.10, any distribution
after termination of the Plan may be made, in whole or in part, in cash, in
securities, or in other assets in kind as the Committee, in its discretion, may
determine. All non-cash distributions shall be valued at fair market value at
the date of distribution.


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<PAGE>

                                  ARTICLE XIII

                              Top-Heavy Provisions

         13.1.    Top-Heavy Plan Requirements. For any Top-Heavy Plan Year, the
Plan shall provide the following:

                  (a)      Special vesting requirements of Section 416(b) of the
Code pursuant to Section 6.7 of the Plan;

                  (b)      A Minimum Benefit required by Section 416(c) of the
Code pursuant to Sections 4.6 and 5.4 of the Plan; and

                  (c)      An adjustment to the denominator of the defined
contribution plan fraction and the defined benefit plan fraction, as may be
required by Section 5.3(c) of the Plan.

         13.2.    Definitions. In making the determination in Section 13.3, the
following terms, in addition to those set forth in Article II, shall have the
following meanings:

                  (a)      "Aggregation Group" shall mean a Required Aggregation
Group or a Permissive Aggregation Group.


                  (b)      The "Interest" of each Participant in the Plan is the
sum of:

                           (1)      the Account balance as of the most recent
                  Valuation Date occurring within the twelve (12) month period
                  ending on the Determination Date;

                           (2)      an adjustment for any contributions actually
                  made after such Valuation Date but before the Determination
                  Date; and

                           (3)      any distributions to such Participant or his
                  Beneficiary made within the Plan Year that includes the
                  Determination Date or within the four (4) preceding Plan Years
                  (including distributions under a terminated plan which, if it
                  had continued in existence, would be part of a Required
                  Aggregation Group);

and a similar amount calculated for any defined contribution plan other than the
Plan.

                  (c)      "Permissive Aggregation Group" shall mean the
Required Aggregation Group of plans plus any other plan or plans designated by
the Employer which are qualified under Code Section 401 and which, when
considered as a group with the Required Aggregation Group, would continue to
satisfy the requirements of Sections 401(a) (4) and 410 of the Code.


                                       59
<PAGE>
                  (d)      "Required Aggregation Group" shall mean

                           (1)      each plan of the Employer or an Affiliated
                  Company in which a key Employee is a participant and

                           (2)      each other plan of the Employer or an
                  Affiliated Company which enables any plan described in clause
                  (1) to meet the requirements of Section 401(a)(4) or 410 of
                  the Code.

         13.3     Determination of Top-Heavy Status:

                  (a)      The Plan shall be a Top-Heavy Plan for any Plan Year
in which, as of the Determination Date, either

                           (1)      the Plan is not part of a Required
                  Aggregation Group and the sum of the Interests of all Key
                  Employees in the Plan exceeds sixty percent (60%) of the sum
                  of the Interests of all Participants (including for this
                  purpose any individual who was a Participant during the five
                  year period ending on the Determination Date), unless the Plan
                  is part of a Permissive Aggregation Group which is not a
                  Top-Heavy Group, or

                           (2)      the Plan is part of a Required Aggregation
                  Group which is a Top-Heavy Group, unless such Required
                  Aggregation Group is itself part of a Permissive Aggregation
                  Group which is not a Top-Heavy Group.

                  (b)      An Aggregation Group is a Top-Heavy Group if the sum
(as of the Determination date) of

                           (1)      the present value of the cumulative accrued
                  benefits for key employees (including any part of the accrued
                  benefit distributed in the five year period ending on the
                  Determination Date) under all defined benefit plans included
                  in the group (including distributions under a terminated plan
                  which, if it had continued in existence, would be part of a
                  Required Aggregation Group), and

                           (2)      the Interests of key employees under all
                  defined contribution plans included in the group

exceeds sixty percent (60%) of a similar sum determined for all participants in
such plans (including for this purpose any individual who was a participant
during the five year period ending on the Determination date).

         (c)      In making the determination under this Section 13.3, the
following rules are applicable:


                                       60
<PAGE>


                           (1)      The Interest or accrued benefit of an
                  individual shall not be taken into account if that individual
                  did not perform any services for the Employer at any time
                  during the five year period ending on the Determination Date.

                           (2)      If any Non-Key Employee for the Plan Year
                  was a Key Employee in any prior Plan Year, his Interest or
                  accrued benefit shall not be taken into account.

                           (3)      In an Aggregation Group, the Determination
                  Date for each plan for purposes of the test for a Top-Heavy
                  Group shall be those determination dates that fall within the
                  same calendar year.

                           (4)      Benefits paid on account of death of a
                  Participant shall be treated as distributions in computing the
                  Interest or accrued benefits of a Participant to the extent
                  that such death benefits do not exceed the Interest or accrued
                  benefit (excluding previous distributions) of the Participant
                  immediately prior to death.

         IN WITNESS WHEREOF, Marsh Supermarkets, Inc. has caused this instrument
to be executed this 30th Day of December, 1994, by its duly authorized officers.


                                        MARSH SUPERMARKETS, INC.


                                        By:         /s/ Don E. Marsh
                                           ------------------------------------

ATTEST:

    /s/ P. Lawrence Butt
--------------------------------
P. Lawrence Butt, Secretary

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