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                            MARSH SUPERMARKETS, INC.
                          OUTSIDE DIRECTORS' STOCK PLAN
                          as adopted November 26, 1997


1.       Purpose

         The purpose of the Marsh Supermarkets, Inc. Outside Directors' Stock
Plan (the "Plan") is to advance the interests of Marsh Supermarkets, Inc. (the
"Corporation") and its shareholders by increasing the proprietary interest of
members of the Board of Directors of the Corporation (the "Board"), who are
Outside Directors (as defined herein), in the growth and performance of the
Corporation by enabling such Outside Directors to receive shares of the
Corporation's Class B Common Stock (the "Common Stock"), which Common Stock may
be either authorized but unissued or treasury shares, in lieu of all or a
portion of the compensation they receive for membership on the Board and
committees thereof.

2.       Administration

         The Plan shall be administered by the Salary Committee of the Board
(the "Committee"). The Committee shall, subject to the provisions of the Plan,
have the power to construe the terms hereunder and to adopt and amend such rules
and regulations for the administration of the Plan as it may deem desirable. Any
decisions of the Committee in the administration of the Plan, as described
herein, shall be final and conclusive. The Committee may authorize any one or
more of its members or the Secretary of the Committee or any officer of the
Corporation to execute and deliver documents on behalf of the Committee. No
member of the Committee shall be liable for anything done or omitted to be done
by him or her or by any other member of the Committee in connection with the
Plan, except for his or her own willful misconduct or as expressly provided by
stature.

3.       Participation

         Each member of the Board who is not an employee of the Corporation or
any Subsidiary (as defined herein) of the Corporation (an "Outside Director")
shall be eligible to participate in the Plan. As used herein, the term
"Subsidiary" means any partnership, corporation, association, limited liability
company, joint stock company, trust, joint venture, unincorporated organization
or other business entity of which (i) if a corporation, a majority of the total
voting power of shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by the
Corporation or one or more of the other Subsidiaries or any combination thereof,
or (ii) if a partnership, association, limited liability company, joint stock
company, trust, joint venture, unincorporated organization or other business
entity, a majority of the partnership or other similar ownership interest
thereof is at the time owned or controlled, directly or indirectly, by the
Corporation or one or more Subsidiaries or any combination thereof. For purposes
hereof, the Corporation or a Subsidiary shall be deemed to have a majority
ownership interest in a partnership, association, limited liability company,
joint stock company, trust, joint venture, unincorporated organization or other
business entity if the Corporation or such Subsidiary shall be allocated a
majority of partnership, association, limited liability company, 




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joint stock company, trust, joint venture, unincorporated organization or other
business entity gains or losses or shall be or control the managing director,
the trustee, a manager or a general partner of such partnership, association,
limited liability company, joint stock company, trust, joint venture,
unincorporated organization or other business entity.

4.       Election to Receive Common Stock in Lieu of Cash Compensation

         An Outside Director may elect to reduce all or part of the cash
compensation otherwise payable for services to be rendered by him or her as a
director (including the annual retainer fee and any fees payable for services on
the Board or any committee thereof) and to receive in lieu thereof shares of
Common Stock. Any such election (a) shall be in the form prescribed by the
Corporation (the "Election Form") addressed to the Secretary of the Corporation,
(b) shall specify an amount of such compensation to be received in the form of
Common Stock, expressed as a percentage of the cash compensation otherwise
payable in cash or as a type of fee (e.g., retainer fee) otherwise payable in
cash, and (c) shall become effective on the first day of the first calendar
quarter commencing on or immediately after the date of receipt of such Election
Form by the Corporation. Any such election shall continue in effect until a new
Election Form revoking or changing such election is received by the Corporation.

5.       Issuance of Common Stock

         If an Outside Director elects to receive all or a portion of his or her
compensation in the form of Common Stock pursuant to paragraph 4 above, the
Corporation shall cause to be issued to such director as soon as practicable
after the end of each calendar quarter with respect to which such election
applies, a number of shares of Common Stock equal to the amount of such
compensation divided by the closing price per share of Common Stock reported on
NASDAQ on the last business day of the calendar quarter during which the
compensation would have been paid in cash in the absence of such election;
provided; however, if NASDAQ is not open for trading on such business day or if
Common Stock does not trade on such business day, the closing price for the last
day of such calendar quarter on which Common Stock did so trade shall be used.
To the extent that the application of the foregoing formula would result in
fractional shares of Common Stock being issuable, cash will be paid to the
Outside Director in lieu of such fractional shares based upon the value
established pursuant to such formula.

6.       Number of Common Stock of Common Stock Issuable Under the Plan

         The maximum number of shares of Common Stock that may be purchased
under the Plan shall be one hundred thousand (100,000).





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7.       Miscellaneous Provisions

         (a) Neither the Plan nor any action taken hereunder shall be construed
as giving any Outside Director any right to be retained in the service of the
Corporation.

         (b) An Outside Director's rights and interest under the Plan may not be
assigned or transferred, hypothecated or encumbered in whole or in part either
directly or by operation of law or otherwise (except in the event of Outside
Director's death, by will or the laws of descent and distribution or as
described in Section 7(c) herein), including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge, bankruptcy or in any other
manner, and no such right or interest of any Outside Director in the Plan shall
be subject to any obligation or liability of such Outside Director.

         (c) An Outside Director may designate, in the Election Form, any person
to whom payments of cash or shares of Common Stock are to be made if the Outside
Director dies before receiving payment of all amounts due hereunder. A
beneficiary designation will be effective only after the signed Election Form is
filed with the Secretary of the Corporation while the Outside Director is alive,
and will cancel all beneficiary designations signed and filed earlier. If the
Outside Director fails to designate a beneficiary, or if all designated
beneficiaries of the Outside Director die before the Outside Director or before
complete payment of all amounts due hereunder, any remaining unpaid amounts
shall be paid in one lump sum to the estate of the last to die of the Outside
Director or the Outside Director's designated beneficiaries, if any.

         (d) No shares of Common Stock shall be issued hereunder unless counsel
for the Corporation shall be satisfied that such issuance will be in compliance
with applicable federal, state, local and foreign securities, securities
exchange and other applicable laws and requirements.

         (e) It shall be a condition to the obligation of the Corporation to
issue shares of Common Stock hereunder, that the Outside Director pay to the
Corporation, upon its demand, such amount as may be requested by the Corporation
for the purpose of satisfying any liability to withhold federal, state, local or
foreign income or other taxes. If the amount requested is not paid, the
Corporation shall have no obligation to issue and the Outside Director shall
have no right to receive, shares of Common Stock.

         (f) The expenses of the Plan shall be borne by the Corporation.

         (g) The Plan shall be unfunded. The Corporation shall not be required
to establish any special or separate fund or to make any other segregation of
assets to assure the issuance of shares hereunder.

         (h) By accepting any Common Stock hereunder or other benefit under the
Plan, each Outside Director and each person claiming under or through him or her
shall be conclusively deemed to have indicated his or her acceptance and
ratification of, and consent to, any action taken under the Plan by the
Corporation or the Committee.





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         (i) The Corporation shall cause to be filed any registration statement
required by the Securities Act of 1933, as amended, and any reports, returns or
other information regarding any shares of Common stock issued pursuant hereto as
may be required by Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or any other applicable statute, rule or
regulation.

         (j) The provisions of this Plan shall be governed by and construed in 
accordance with the laws of the State of Indiana.

         (k) Pending issuance of shares of Common Stock hereunder, all
compensation earned by an Outside Director with respect to which an election to
receive Common Stock pursuant to paragraph 4 above shall have been received by
the Corporation shall be the property of such director and shall be paid to him
or her in cash in the event that shares of Common Stock are not used.

         (l) Headings are given to the sections of this Plan solely as a
convenience to facilitate reference. Such headings, numbering and paragraphing
shall not in any case be deemed in any way material or relevant to the
construction of this Plan or any provisions thereof. The use of the singular
shall also include within its meaning the plural, where appropriate, and vice
versa.

8.       Amendment

         The Plan may be amended at any time and from time to time by resolution
of the Board as the Board shall deem advisable; provided, however, that no
amendment shall become effective without shareholder approval if such
shareholder approval is required by law, rule or regulation, and provided
further, to the extent required by Rule 16b-3 under Section 16 of the Exchange
Act, in effect from time to time, Plan revisions shall not be amended more than
once every six (6) months, except that the foregoing shall not preclude any
amendment to comport with changes in the Internal Revenue Code of 1986, the
Employee Retirement Income Security Act of 1974 or the rules there under in
effect from time to time. No amendment of the Plan shall materially and
adversely affect any right of any Outside Director with respect to any shares of
Common Stock theretofore issued without such Outside Director's written consent.

9.       Termination

         This Plan shall terminate upon the earlier of the following dates or
events to occur: (a) upon the adoption or resolution of the Board terminating
the Plan; or (b) ten (10) years from the date the Plan is initially approved and
adopted by the Board. No termination of the Plan shall materially and adversely
affect any of the rights or obligations of any person without his or her consent
with respect to any shares of Common Stock theretofore earned and issuable under
the Plan.





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