<PAGE>
                                                                   Exhibit 10(w)

                              EMPLOYMENT AGREEMENT
                              FOR WILLIAM L. MARSH

                            MARSH SUPERMARKETS, INC.

                           (Effective August 3, 1999)

<PAGE>

         THIS EMPLOYMENT AGREEMENT (this "Agreement")is made and entered into as
of this 3rd day of August, 1999 by and between MARSH SUPERMARKETS, INC., an
Indiana corporation having its address at 9800 Crosspoint Boulevard,
Indianapolis, Indiana 46256-3350 (the "Company"), and WILLIAM L. MARSH, an
individual having an address at 8013 Beaumont Green, West Drive, Indianapolis,
Indiana 46250 (the "Executive").

         WHEREAS, the Executive and the Company are parties to an amended and
restated employment agreement dated December 31, 1992 (the "Prior Agreement");
and

         WHEREAS, the parties desire to secure the continued employment of the
Executive on the terms and conditions of this Agreement, which replaces the
Prior Agreement in its entirety.

         NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this Agreement, the parties
agree as follows:

1.       EMPLOYMENT

         The Company hereby employs the Executive, and the Executive hereby
accepts employment on the terms and conditions set forth herein

2.       TERM

         This Agreement shall become effective on August 3,1999, and shall end
on December 31, 2004. The term shall be extended automatically for one (1) year
on each January 1 ("Anniversary Date") beginning January 1,2001, unless either
party hereto gives written notice to the other party not more than two hundred
ten (210) days and not less than one hundred eighty (180) days prior to an
Anniversary Date, in which case no further automatic extension shall occur and
the term of this Agreement shall end five (5) years subsequent to the
Anniversary Date immediately following such written notice (such term, including
any extension is referred to as the "Term"). Notwithstanding the foregoing, the
Term shall end on the date of Executive's voluntary retirement from the Company.

3.       DUTIES

         The Executive is engaged by the Company in a senior executive officer
capacity as its Senior Vice President-Property Management. Unless otherwise
consented to by the Executive, the Executive's position with the Company shall
be as its Senior Vice President-Property Management. The Executive shall have
all the powers and agrees to perform all of the duties associated with such
position, subject to the direction of the Board of Directors of the Company, the
President and Chief Executive Officer of the Company and to the provisions of
the Articles of Incorporation and Bylaws of the Company. The Executive shall
have general executive charge of the property management functions of the
Company with all such powers as may be reasonably incident to such


                                      -2-

<PAGE>

responsibilities; and he shall have such other powers and duties as designated
in accordance with the Company's Bylaws and as may be assigned to him from time
to time by the Board of Directors or the President and Chief Executive Officer
of the Company. The Executive shall report directly to the President and Chief
Executive Officer of the Company. The Company agrees to provide the Executive
with such accommodations as are suitable to the character of his positions with
the Company and adequate for the performance of his duties.

4.       EXTENT OF SERVICES

         During the Term, the Executive agrees to devote substantially his full
time, attention and energies to the Company's business. This Agreement shall not
be construed as preventing the Executive from investing assets in such form or
manner as will not require his services in the daily operations of the affairs
of the companies in which such investments are made. This Agreement shall also
not be construed as preventing the Executive from serving as an outside director
of up to five other for-profit companies (and such additional companies as the
Board of Directors may hereafter approve) or from participating in charitable or
other not-for-profit activities as long as such activities do not materially
interfere with his work for the Company.

5.       COMPENSATION

         As remuneration for all services to be rendered by the Executive, and
as consideration for complying with the covenants herein the Company shall pay
and provide to the Executive during the Term the following:

         5.1      BASE SALARY. The Company shall pay the Executive a base salary
(the "Base Salary") in an amount which shall be established from time to time by
the Board of Directors of the Company or the Board's designee, but such amount
shall not be less than the Base Salary for 1999. The Base Salary for 1999 shall
be two hundred and seventy thousand dollars ($270,000) on an annualized basis.
The Board of Directors of the Company or its Compensation Committee shall review
the Base Salary at least annually during the Term to determine whether the Base
Salary should be increased and, if so, the amount of such increase and the time
at which the increase should take effect. The Base Salary shall be paid to the
Executive consistent with the normal payroll practices of the Company, but not
less frequently than once each month.

         5.2      BONUS COMPENSATION. The Executive shall be entitled to
participate in the Company's Management Incentive Plan and any additional or
replacement cash incentive programs which the Company may adopt and implement
from time to time hereafter (the "Bonus Plan"). The Executive's participation in
the Bonus Plan shall be at a level commensurate with his positions with the
Company and generally consistent with his participation in the Bonus Plan in
prior years.


                                      -3-

<PAGE>

         5.3      STOCK AWARDS. The Executive shall be entitled to receive
awards of options to purchase shares of the Company's common stock and
restricted stock under the Company's 1998 Stock Incentive Plan and any
additional or replacement stock-based incentive programs which the Company may
adopt and implement from time to time hereafter (the "Stock Plan"). The
Executive's participation in the Stock Plan shall be at a level commensurate
with his positions with the Company and generally consistent with his
participation in prior years.

         5.4      SERP. The Executive shall be vested and entitled to
participate in the 1999 Senior Executive Supplemental Retirement Plan of the
Company.

         5.5      OTHER EMPLOYEE BENEFITS. The Executive shall be entitled to
receive all other benefits to which other senior executives of the Company are
entitled to receive. Such benefits shall include, but are not limited to, life
insurance, health insurance, dental insurance, accidental death and
dismemberment insurance, short-term and long-term disability and deferred
compensation plans. The Executive shall be entitled to four (4) weeks of paid
vacation in each calendar year during the Term. Executive's absence from the
Company's offices by reason of or in connection with attending any meeting,
conference or similar event which in any way, directly or indirectly, relates to
the Company's business specifically or business generally shall not be deemed
vacation for purposes of the immediately preceding sentence.

         5.6      PERQUISITES.

                  (a)      The Company shall pay the costs of Executive's
         membership in each organization in which Executive has participated at
         any time during the immediately preceding five (5) years, as evidenced
         by the Company's records, unless Executive elects otherwise.

                  (b)      The Company shall, upon periodic presentation of
         satisfactory evidence and up to a maximum of Ten Thousand Dollars
         ($10,000) per calendar year, reimburse the Executive for reasonable
         professional expenses incurred by the Executive for personal and estate
         tax and financial planning services.

         5.7      RIGHT TO CHANGE PLANS. Nothing contained in the Agreement
shall obligate the Company to institute, maintain or refrain from changing,
amending or discontinuing any bonus, incentive, or benefit plan or perquisite,
so long as such changes are similarly applicable to senior executives generally;
provided, however, no such change, amendment or discontinuance shall adversely
affect any vested right of the Executive thereunder.


                                      -4-

<PAGE>

6.       BUSINESS EXPENSES

         The Company shall pay or reimburse the Executive for all ordinary and
necessary business expenses, in a reasonable amount, which the Executive incurs
in performing his duties under this Agreement. Such expenses shall be paid or
reimbursed in accordance with the expense reimbursement policies of the Company
in effect from time to time.

7.       TERMINATION OF EMPLOYMENT

         7.1      TERMINATION DUE TO DEATH. If the Executive dies during the
Term, this Agreement shall terminate as of the date of the Executive's death and
the Executive's benefits shall be determined in accordance with the survivor's
benefits, insurance and other applicable programs of the Company then in effect.
Within fifteen (15) days of the Executive's death, the Company shall pay the
Executive's designee or his estate (a) that portion of his Base Salary which
shall have been earned through the termination date and (b) a bonus in an amount
determined by multiplying the bonus or other incentive or conditional cash
compensation received by the Executive with respect to or during the Company's
last completed fiscal year by a fraction, the numerator of which is the number
of days elapsed in the Company's current fiscal year through the termination
date and the denominator of which is 365. In addition, the Company shall pay to
the Executive's estate or his designee the Salary Continuation Benefit (as
defined in Section 8.7) for a period equal to five (5) years from the
termination date. If the Executive is survived by his spouse, the Company shall
also provide the spouse with Lifetime Medical Benefits (as defined in Section
8.4).

         7.2      TERMINATION DUE TO DISABILITY. If the Executive suffers a
Disability (as defined in Section 8.2) during the Term, the Company shall have
the right to terminate this Agreement by giving the Executive Notice of
Termination to which has attached to it a copy of the medical opinion that forms
the basis of the determination of Disability. The Executive's employment shall
terminate at the close of business on the last day of the Notice Period (as
defined in Section 8.6).

         Upon the termination of this Agreement because of Disability, the
Company shall pay the Executive within fifteen (15) business days of the
termination date (a) that portion of his Base Salary, at the rate then in effect
as provided, which shall have been earned through the termination date and (b) a
bonus in an amount determined by multiplying the bonus or other incentive or
conditional cash compensation received by the Executive with respect to or
during the Company's last completed fiscal year by a fraction, the numerator of
which is the number of days elapsed in the Company's current fiscal year through
the termination date and the denominator of which is 365. In addition, the
Company shall pay to the Executive the Salary Continuation Benefit for a period
equal to five (5) years from the termination date. The Company shall also
provide the Executive and his spouse with Lifetime Medical Benefits. The
Executive shall also be entitled to receive any applicable disability insurance
benefits resulting from any insurance or other employee benefit programs of the
Company.


                                      -5-

<PAGE>

         7.3      TERMINATION BY THE COMPANY FOR "CAUSE" OR BY THE EXECUTIVE
WITHOUT "GOOD REASON." At any time during the Term, the Company may terminate
this Agreement for "Cause" as defined in Section 8.1 by giving the Executive a
Notice of Termination, which has attached to it copies of the Board
determination that forms the basis of the Company's action. The Executive's
employment shall terminate at the close of business on the last day of the
Notice Period.

         At any time during the Term, the Executive may terminate this Agreement
without "Good Reason" as defined in Section 8.3 hereof by giving the Board of
Directors of the Company a Notice of Termination. The Executive's employment by
the Company shall terminate at the close of business on the last day of the
Notice Period.

         Within fifteen (15) business days after such termination date, the
Company shah pay the Executive (a) that portion of his Base Salary, which shall
have been earned through the termination date and (b) a bonus in an amount
determined by multiplying the bonus or other incentive or conditional cash
compensation received by the Executive with respect to or during the Company's
last completed fiscal year by a fraction, the numerator of which is the number
of days elapsed in the Company's current fiscal year through the termination
date and the denominator of which is 365.

         7.4      TERMINATION BY THE COMPANY WITHOUT "CAUSE" OR BY THE EXECUTIVE
FOR "GOOD REASON." At any time during the Term, the Board of Directors of the
Company may terminate this Agreement without Cause by giving the Executive a
Notice of Termination, and the Executive's employment by the Company shall
terminate at the close of business on the last day of the Notice Period.

         At any time during the Term, the Executive may terminate this Agreement
with "Good Reason" by giving the Company a Notice of Termination which describes
the actions, events or beliefs that form the basis of the Executive's action.
The Executive's employment shall terminate at the close of business on the last
day of the Notice Period.

         Within five (5) business days after such termination date, the Company
shall pay to the Executive (a) that portion of his Base Salary which shall have
been earned through the termination date and (b) a bonus in an amount determined
by multiplying the bonus or other incentive or conditional cash compensation
received by the Executive with respect to or during the Company's last completed
fiscal year by a fraction, the numerator of which is the number of days elapsed
in the Company's current fiscal year through the termination date and the
denominator of which is 365. The Company shall pay to the Executive the Salary
Continuation Benefit for a period equal to five (5) years from the termination
date. The Company shall provide the Executive with life, medical, dental,
accident and disability insurance coverage for the period of time that the
Salary Continuation Benefit is in place at the same coverage levels that are in
effect as of the termination date. In lieu of the foregoing insurance coverage
benefits, the Company may pay the Executive an amount equal to the Executive's
cost of obtaining comparable coverage. The Company shall also provide the
Executive and his spouse with Lifetime Medical Benefits.


                                      -6-

<PAGE>

         7.5      TERMINATION BY THE EXECUTIVE UPON RETIREMENT AT ANY TIME
DURING THE TERM. The Executive may terminate this Agreement by giving the
Company Notice of Termination advising the Company that he intends to
voluntarily retire in accordance with the Company's retirement policies on a
date specified in the Notice of Termination. The Executive's employment shall
terminate on the date specified in the Notice of Termination.

         Within fifteen (15) business days after such termination date, the
Company shall pay the Executive (a) that portion of his base salary which shall
have been earned through the termination date and (b) a bonus in an amount
determined by multiplying the bonus or other incentive or conditional cash
compensation received by the Executive with respect to or during the Company's
last completed fiscal year by a fraction, the numerator of which is the number
of days elapsed in the Company's current fiscal year through the termination
date and the denominator of which is 365. The Company shall also provide the
Executive and his spouse with Lifetime Medical Benefits.

8.       DEFINITIONS

         8.1      "Cause" means (a) the willful and continued failure of the
Executive to perform substantially the Executive's duties owed to the Company
after a written demand for substantial performance is delivered to the Executive
which specifically identifies the nature of such non-performance, (b) the
willful engaging by the Executive in gross misconduct significantly and
demonstrably injurious to the Company, or (c) conduct by the Executive in the
course of his or her employment which is a felony or fraud that results in
material harm to the Company. No act or omission on the part of the Executive
shall be considered "willful" unless it is done or omitted in bad faith or
without reasonable belief that the action or omission was in the best interests
of the Company. Notwithstanding the foregoing, the Executive shall not be deemed
to have been terminated for Cause without (i) reasonable notice to the Executive
setting forth the reasons for the Company's intention to terminate for Cause,
(ii) an opportunity for the Executive, together with his counsel, to be heard
before the Board of Directors, and (iii) delivery to the Executive of a Notice
of Termination from the Board of Directors tiding that in the good faith opinion
of three-quarters (3/4) of the Board of Directors the Executive was guilty of
conduct set forth in clause (a), (b) or (c)above and specifying the particulars
thereof in detail.

         8.2      "Disability" means the inability, in the written opinion of a
licensed physician chosen by the Board of Directors, of the Executive, because
of injury, illness, disease or bodily or mental infirmity to perform a
substantial portion of his ordinary duties and that this condition has existed
for a least six months and will more probably than not extend for an additional
six months into the future.


                                      -7-

<PAGE>

         8.3      "Good Reason" means:

                  (a)      without the Executive's express written consent and
         excluding for this purpose an isolated, insubstantial and inadvertent
         action not taken in bad faith and which is remedied by the Company
         promptly after receipt of notice thereof given by the Executive, (i)
         the assignment to the Executive of any duties inconsistent in any
         respect with the Executive's position, authority, duties or
         responsibilities as contemplated by Section 3, (ii) any other action by
         the Company which results in a significant diminution in such position,
         authority, duties or responsibilities, or (iii) any failure by the
         Company to comply with any of the provisions of Section 5;

                  (b)      any requirement for the Executive to relocate outside
         of the metropolitan area of his current residence or any relocation of
         the principal executive office of the Company outside of Indianapolis,
         Indiana;

                  (c)      any failure of the Company to comply with and satisfy
         Section 10.1 hereof;

                  (d)      any breach of any other material provision of this
         Agreement.

         8.4      "LIFETIME MEDICAL BENEFITS" refers to the coverage for the
Executive and/or his spouse for their lifetime under the Company's group medical
plan at no expense to the Executive, as if the Executive had continued as an
employee, provided that such continued participation is possible under the terms
and provisions of the group medical plan. Any future increases in benefits
available to employees of the Company generally shall also be provided to
Executive and his spouse. In the event that participation by the Executive as a
former employee, or by his spouse, in the group medical plan is barred, or if
the benefits to the Executive and his spouse (after taking into account Medicare
benefits provided by Title XVIII of the Social Security Act) are reduced to a
level below what they were on the date of his termination, or if the Executive
or his spouse elects at any time by notice in writing to the Company, the
Company shall arrange to provide both the Executive and his spouse with benefits
substantially similar to those which they were receiving under such group
medical plan immediately prior to the date of his termination, such benefits to
be provided at the Company's expense by means of individual insurance policies,
or if such policies cannot be obtained, from the Company's assets. These
benefits shall continue after the death of the Executive to his spouse, if she
survives him, for her lifetime. If at any lime after termination of his
employment, the Executive should accept employment with another employer and if
either the Executive or his spouse, or both, should become covered under that
employer's medical benefit plan, then effective on the date that such coverage
commences, the obligation of the Company to provide any medical benefits to
whoever of the Executive or his spouse, or both, is covered under the medical
benefit plan of the other employer shall terminate. The medical benefits
provided to the Executive and his spouse after the date of the Executive's
termination of employment are intended by the parties to be in lieu of the
rights of the Executive and his spouse to continuation coverage (commonly known
as "COBRA")under Section 601 et seq. of the Employee Retirement Income Security
Act of 1974


                                      -8-

<PAGE>

(ERISA), and Section 4908B of the Internal Revenue Code of 1986, as amended (the
"Code"), as either of the foregoing statutes may be amended. In addition,
"Lifetime Medical Benefits" shall include the requirement that, if any medical
benefits provided to the Executive (or his spouse)are subject to federal and/or
state income taxes, including the alternative minimum tax, the Company will pay
to the Executive (or his spouse)the full amount of such taxes, plus such,
additional amount as may be necessary so that the net payment after taxes is
sufficient to reimburse the Executive (or his spouse)for all taxes imposed on
the provision of medical benefits.

         8.5      "Notice of Termination" means a written notice delivered by
one party notifying the other party of the notifying party's intention to
terminate the Executive's employment pursuant to this Agreement. A Notice of
Termination shall not be effective unless (a) it specifies the specific
provision of Section 7 which forms the basis of the proposed termination; (b)
sets forth a proposed termination date not less than fifteen (15) calendar days
from the sending of the Notice of Termination, and (c) otherwise complies with
the requirements of this Agreement.

         8.6      "Notice Period" means the period between the sending of the
Notice of Termination and the proposed termination date set forth in such
Notice.

         8.7      "Salary Continuation Benefit" means an annual amount equal to
the sum of (a) the highest annualized Base Salary of the Executive in effect at
any time within five (5) years prior to the date of termination; plus (b) the
largest of the annual bonuses paid to the Executive for the ten (10) years
preceding the termination date. An amount equal to one-twelfth of the Salary
Continuation Benefit shall be paid to the Executive or his designee on the first
day of each calendar month.

9.       EXCESS PARACHUTE PAYMENT PROVISIONS

         9.1      ADDITIONAL PAYMENTS. Anything in this Agreement to the
contrary notwithstanding, in the event that it shall be determined that any
payment or distribution by the Company to or for the benefit of the Executive
(whether paid or payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise)(a "Payment") would be subject to the excise tax
imposed by Sections 280G and 4999 of the Code, or that any interest or penalties
are incurred by the Executive with respect to such excise tax (such excise tax,
together with any such interest and penalties, being hereinafter collectively
referred to as the "Excise Tax"), then the Executive shall be entitled to
receive an additional payment (the "Gross-Up Payment") in an amount equal to
such that after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes and Excise Tax) imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal
to the Excise Tax imposed upon the Payments.

         9.2      OTHER PROVISIONS. Notwithstanding the provisions of Section
11.1, all determinations required to be made under this Section 9, including
whether and when the Gross-Up Payment is required and the amount of such
Gross-Up Payment including any determination of the parachute payments under
Code Section 28OG(b)(2), and the assumptions to be utilized in arriving at such
determinations shall be made by a nationally recognized certified public
accounting firm that


                                      -9-

<PAGE>

is mutually selected by the Executive and the Company (the "Accounting Firm")
which shall provide detailed supporting calculations both to the Company and the
Executive within 15 business days of the receipt of notice from the Executive
that there has been a Payment, or such earlier time as is requested by the
Company. All fees and expenses of the Accounting Firm shall be borne solely by
the Company. Any Gross-Up Payment shall be paid by the Company to the Executive
within five days of the receipt of the Accounting Firm's determination. Any
determination by the Accounting Firm shall be binding upon the Company and the
Executive. As a result of uncertainty in the application of Section 4999 of the
Code at the time of the initial determination by the Accounting Firm hereunder,
it is possible that the Gross-Up Payment made will have been an amount less than
the Company should have paid pursuant to this Section 9 (the "Underpayment"). In
the event that the Executive thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
and any such Underpayment shall be promptly paid by the Company to or for the
benefit of the Executive. The obligations of the parties under this Section 9
shall indefinitely survive the termination of the Executive's employment with
the Company and the termination of this Agreement.

10.      ASSIGNMENT

         10.1     ASSIGNMENT BY COMPANY. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the capital stock, business and/or assets of the
Company, by agreement in form and substance satisfactory to the Executive,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent that the Company would be required to perform it if no such
succession had taken place. Failure of the Company to obtain such agreement
prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the Company in
the same amount and on the same terms as the Executive would be entitled
hereunder if the Executive terminated his employment for Good Reason, except
that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the termination date. As used in
this Agreement, "Company" shall mean the Company and any successor to its
business and/or assets which executes and delivers the agreement provided for in
this Section 10.1 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.

         10.2     ASSIGNMENT BY EXECUTIVE. The services to be provided by the
Executive to the Company hereunder are personal to the Executive, and the
Executive's duties may not be assigned by the Executive; provided, however that
this Agreement shall inure to the benefit of and be enforceable by the
Executive's personal or legal representatives, executors, and administrators,
successors, heirs, distributees, devisees and legatees. If the Executive dies
while any amounts payable to the Executive hereunder remain outstanding, all
such amounts, unless otherwise provided herein shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee, or other
designee or, in the absence of such designee, to the Executive's estate.


                                      -10-

<PAGE>

11.      DISPUTE RESOLUTION AND NOTICE

         11.1     DISPUTE RESOLUTION. The Executive shall have the right and
option to elect to have any good faith dispute or controversy arising under or
in connection with this Agreement settled by litigation or by binding
arbitration.

         If arbitration is selected, such proceeding shall be conducted before
an arbitrator selected by mutual agreement of the Executive and the Company and
shall be governed by the Employment Dispute Resolution Rules of the American
Arbitration Association then in effect. If the parties are unable to select an
arbitrator by mutual agreement within thirty (30) days, the arbitrator shall be
selected in accordance with the Employment Dispute Resolution Rules of the
American Arbitration Association then in effect. Such arbitration shall take
place in Indianapolis, Indiana. Judgment may be entered on the award of the
arbitrator in any court having competent jurisdiction, provided, however, that
the Executive shall be entitled to seek specific performance of his right to any
payments or benefits to be provided until the date of termination of his
employment during the pendency of any dispute or controversy arising under or in
connection with this Agreement. All of the Executive's costs and expenses of
litigation or arbitration, including attorney's fees, shall be borne by the
Company and paid as incurred, whether or not the Executive prevails in the
litigation or arbitration.

         11.2     NOTICE. Any notices, requests, demands or other communications
provided for by this Agreement shall be sufficient if in writing and if: (a)
delivered by hand delivery; (b) sent by facsimile communication with appropriate
confirmation of delivery, (c) sent by registered or certified United States
mail, return receipt requested, with all postage prepaid, or (d) sent by
recognized international commercial express courier service, with all delivery
charges prepaid, addressed as follows:

                  If to the Company or its Board of Directors:

                  Marsh Supermarkets, Inc.
                  9800 Crosspoint Blvd.
                  Indianapolis, Indiana 46256-3350
                  Attention: Corporate Secretary
                  Facsimile: (317) 594-2704

                  If to the Executive:

                  William L. Marsh
                  8013 Beaumont Green, West Drive
                  Indianapolis, Indiana 46250


                                      -11-

<PAGE>

12.      MISCELLANEOUS

         12.1     ENTIRE AGREEMENT. This Agreement supersedes any prior
agreements or understandings, oral or written, between the parties hereto, with
respect to the subject matter hereof and constitutes the entire agreement of the
parties with respect thereto.

         12.2     MODIFICATION. This Agreement shall not be varied, altered,
modified, canceled, changed, or in any way amended except by mutual agreement of
the parties in a written instrument executed by the parties hereto or their
legal representatives.

         12.3     SEVERABILITY. In the event that any provision or portion of
this Agreement shall be determined to be invalid or unenforceable for any
reason, the remaining provisions of this Agreement shall be unaffected thereby
and shall remain in full force and effect.

         12.4     COUNTERPARTS. This Agreement may be executed in one (1) or
more counterparts, each of which shall be deemed to be an original, but all of
which together will constitute one and the same Agreement.

         12.5     TAX WITHHOLDING. The Company may withhold from any benefits
payable under this Agreement all federal, state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling.

         12.6     BENEFICIARIES. The Executive may designate one or more persons
or entities as the primary and/or contingent beneficiaries of any amounts to be
received under this Agreement. Such designation must be in the form of a signed
writing acceptable to the Board of Directors of the Company or to the Board's
designee. The Executive may make or change such designation at any time in the
manner specified herein.

         12.7     PAYMENT OBLIGATION ABSOLUTE. The Company's obligation to make
the payments and the arrangements and benefits provided for or referred to
herein shall be absolute and unconditional, and shall not be affected by any
circumstances, including, without limitation, any offset, counterclaim,
recoupment, defense or other right which the Company may have against the
Executive or anyone else. All amounts payable by the Company hereunder shall be
paid without notice or demand. Each and every payment made hereunder by the
Company shall be final, and the Company shall not seek to recover all or any
part of such payment from the Executive or from whosoever may be entitled
thereto, for any reasons whatsoever.

         The Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any provision of
this Agreement, and the obtaining of any such other employment shall in no event
effect any reduction of the Company's obligations to make the payments and
arrangements required to be made under this Agreement.


                                      -12-

<PAGE>

         12.8     CONTRACTUAL RIGHTS TO BENEFITS. Nothing herein contained shall
require or be deemed to require, or prohibit or be deemed to prohibit, the
Company to segregate, earmark or otherwise set aside any funds or other assets,
in trust or otherwise, to provide for any payments to be made or required
hereunder.

13.      GOVERNING LAW

         To the extent not preempted by federal law, the provisions of this
Agreement shall be construed and enforced in accordance with the laws of the
State of Indiana, notwithstanding any state's choice-of-law or conflicts-of-law
rules to the contrary.

14.      INDEMNIFICATION

         The Company shall indemnify the Executive as an officer, employee
and/or director of the Company to the maximum extent permitted by law. This
obligation shall indefinitely survive the termination of the Executive's
employment with the Company and the termination of this Agreement. This
provision shall in no way limit the Company's obligation to indemnify the
Executive under any other agreement or pursuant to the Company's articles of
incorporation or bylaws.

         [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY ]


                                      -13-

<PAGE>

         IN WITNESS WHEREOF, the Executive and the Company have executed this
Agreement as of the date specified above.



MARSH SUPERMARKETS, INC.



By: /s/ Don E. Marsh                     /s/ William L. Marsh
   ----------------------------------    ---------------------------------------
   Don E. Marsh                                    William L. Marsh
   President and Chief Executive
   Officer



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



Approved: /s/ Stephen M. Huse
          --------------------------
          Stephen M . Huse, Chairman
          Compensation Committee


                                      -14-