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                                 Exhibit 10(b)
                            MARSH SUPERMARKETS, INC.

               1999 SENIOR EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

                                    ARTICLE I
                                     PURPOSE

1.1  Purpose. The 1999 Senior Executive Supplemental Retirement Plan is
     established by Marsh Supermarkets, Inc., as an unfunded, nonqualified plan
     designed to provide to certain senior executive employees retirement
     benefits in excess of the benefits payable under the Employees' Pension
     Plan of Marsh Supermarkets, Inc. and Subsidiaries, as amended or restated
     from time to time.

                                   ARTICLE II
                          DEFINITIONS AND CONSTRUCTION

2.1  Definitions. The following words and phrases, when capitalized, have the
     following meanings:

     (a)  Accrued Pension: the actuarial equivalent, as determined under the
          Retirement Plan, of the Participant's monthly accrued benefit under
          the Retirement Plan (as adjusted for qualified pre-retirement survivor
          annuity coverage) commencing at his Normal Retirement Date in the form
          of a joint and 100% survivor annuity.

     (b)  Board of Directors: The Board of Directors of the Company.

     (c)  Cause: A felony conviction or a failure to contest prosecution of a
          felony, or willful misconduct or dishonesty, any of which is directly
          and materially harmful to the business and reputation of the Company.

     (d)  Company: Marsh Supermarkets, Inc.

     (e)  Final Average Incentive Compensation: An amount equal to the quotient
          resulting from dividing the largest Incentive Compensation received by
          the Participant during any calendar year within the 5-year period
          immediately preceding the Participant's date of termination of
          employment, divided by 12.

     (f)  Final Monthly Compensation: The sum of a Participant's (i) highest
          annual rate of base salary in the 5-year period prior to the
          Participant's date of termination of employment divided by 12; and
          (ii) Final Average Incentive Compensation.



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     (g)  Incentive Compensation: The aggregate of incentive compensation and
          executive bonus received by the Participant from the Company during a
          calendar year. Any bonus or other compensation which could have been
          received in cash during a particular calendar year but was deferred
          and subsequently received in cash in a succeeding calendar year shall
          be included as incentive compensation hereunder for the year in which
          it is earned.

     (h)  Normal Retirement Date: The same definition as contained in the
          Retirement Plan.

     (i)  Participant: A management or highly compensated employee of the
          Company who has been designated by the Board of Directors to
          participate in the Plan.

     (j)  Plan: The 1999 Senior Executive Supplemental Retirement Plan, as it
          may be amended from time to time.

     (k)  Retirement Committee: The Retirement Committee of the Retirement Plan.

     (l)  Retirement Plan: The Employees' Pension Plan of Marsh Supermarkets,
          Inc. and Subsidiaries, as amended and restated as of April 1, 1994,
          and all amendments and restatements now or hereafter applicable
          thereto.

     (m)  Supplemental Retirement Benefit: A monthly benefit payable to the
          Participant for life and, upon the Participant's death, to the
          Participant's spouse, for life, pursuant to Article IV.

2.2  Construction and Governing Law.

     (a)  Singular words shall include the plural and masculine words shall
          include the feminine, unless the context indicates a distinction.

     (b)  The Plan shall be construed, enforced and administered and the
          validity determined in accordance with the laws of the State of
          Indiana.

                                   ARTICLE III
                                  PARTICIPATION

3.1  Designation of Participants. The Company shall designate each employee
     who is to become a Participant in the Plan by resolution of the Board of
     Directors and by identifying the employee as a Participant on the attached
     Appendix.




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3.2  Benefits In Lieu of Other Supplemental Benefits. This Plan is intended to
     supersede the Supplemental Retirement Plan of Marsh Supermarkets, Inc. and
     Subsidiaries, As Amended and Restated as of January 1, 1997 (the "1997
     Plan") with respect to the Participant's in the Plan. Any benefits payable
     under this Plan shall be in lieu of any benefits to which the Participant
     or the Participant's spouse may otherwise be entitled to under the 1997
     Plan. To the extent a Participant or a Participant's spouse receives any
     benefits under the 1997 Plan, he or she shall not be entitled to receive
     any benefits under this Plan.

                                   ARTICLE IV
                         SUPPLEMENTAL RETIREMENT BENEFIT

4.1  Vesting and Commencement of Benefits. Except as provided in Section 7.4, an
     eligible Participant shall be entitled to receive the Supplemental
     Retirement Benefit commencing upon termination of employment with the
     Company for any reason other than Cause on or after the later of (a) the
     date Participant attains age 55 or (b) the date the Participant has five
     (5) years of "vesting service," as that term is defined in the Retirement
     Plan. Notwithstanding the foregoing, no Supplemental Retirement Benefit
     shall be payable to a Participant during any month in which such
     Participant is receiving a "Salary Continuation Benefit" as defined in and
     pursuant to an Employment Agreement between the Company and such
     Participant.

4.2  Amount of Benefit. The Supplemental Retirement Benefit shall be a monthly
     benefit equal to 60% of the Participant's Final Monthly Compensation
     reduced by the Participant's Accrued Pension, determined as of the date of
     termination of the Participant's employment. If payment of the Supplemental
     Retirement Benefit payable to a Participant under this Plan commences prior
     to the Participant's attaining the age of 60, the amount of the
     Supplemental Retirement Benefit shall be reduced by .0025 times the number
     of months that the Participant is less than age 60 at the time payments
     commence.

4.3  Death Benefit. If the Participant dies after payment of the Supplemental
     Retirement Benefit has commenced, the Supplemental Retirement Benefit shall
     continue to be paid to the Participant's spouse for life. If the
     Participant dies prior to the commencement of the payment of the
     Supplemental Retirement Benefit and at the time of his death was eligible
     to receive a Supplemental Retirement Benefit if his employment with the
     Company were terminated, the Supplemental Retirement Benefit shall be paid
     to the Participant's spouse, for life, in the amount determined pursuant to
     Section 4.2 as if the Participant had retired on the date of the
     Participant's death. If the Participant dies after termination of
     employment with the Company, but prior to the commencement of payment of
     the Supplemental Retirement Benefit because the Participant is receiving a
     Salary Continuation Benefit, the Supplemental Retirement Benefit shall be
     paid to the




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     Participant's spouse for life, commencing on termination of the Salary
     Continuation Benefit.


                                    ARTICLE V
                                 ADMINISTRATION

5.1  Administrator and Powers. The Company shall delegate responsibility for the
     day-today administration of the Plan to the Retirement Committee. The
     Retirement Committee shall have all of the power, right, and authority of
     the Retirement Committee under the Retirement Plan with the same effect as
     if set forth in full herein with respect to this Plan. Any determination or
     decision of the Retirement Committee shall be final and conclusive and
     binding on all persons at any time having or claiming to have any interest
     whatever under this Plan.

5.2  Claims Procedure. The Retirement Committee shall make all determinations as
     to the right of any person to a benefit under the Plan. Any denial by the
     Retirement Committee of a claim for benefits under the Plan by a
     Participant or the Participant's spouse shall be stated in writing by the
     Retirement Committee and delivered or mailed to the Participant at the last
     known address of such persons and such notice shall set forth the specific
     reasons for the denial, written to the best of the Retirement Committee's
     ability in a manner that may be understood without legal or actuarial
     counsel. In addition, the Retirement Committee shall afford a reasonable
     opportunity to any person whose claim for benefits has been denied for a
     review of the decision denying the claim.

                                   ARTICLE VI
                                     FUNDING

6.1  No Requirement to Fund. Except as specifically provided otherwise in this
     Article, Supplemental Retirement Benefits shall be payable only out of the
     general assets of the Company, and the Company shall not be required to
     reserve, or otherwise set aside, funds for the payment of any of the
     obligations hereunder. In all events, any eligible Participant, or his
     spouse, shall be deemed a general creditor of the Company.

6.2  In the event of a Change in Control as defined below, the Company shall
     immediately establish an irrevocable grantor trust, commonly known as a
     "rabbi trust," for the deposit of funds to be used for the exclusive
     purpose of paying benefits accrued under the Plan, subject to the claims of
     the Company's general creditors (the "Trust"). The Trust shall be created
     pursuant to a written document that conforms to the model form of rabbi
     trust agreement approved by the Internal Revenue Service in Revenue
     Procedure 92-64 (as amended from time to time. Within 30 days after the
     Change in Control, the Company shall contribute to the Trust an amount
     sufficient to fund the Company's accrued liability



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     under the Plan as of the date of the Change in Control, as determined by an
     actuary and based on the mortality table and interest rate assumption
     specified in the Retirement Plan for determining the Participant's Accrued
     Pension.

6.3  Definition of Change in Control. For purposes of this Article, "Change in
     Control" means any one of the following events:

     (a)  The Company shall cease to be a publicly-owned corporation having its
          outstanding common stock traded in the over-the-counter market or
          other national exchange; or

     (b)  Any person or entity, including a "group" (as defined in section
          13(d)(3) of the Securities Exchange Act of 1934), other than the
          Company or any benefit plan of the Company, is or becomes the
          beneficial owner, directly or indirectly, of securities of the Company
          representing 35% or more of the combined voting power of the Company's
          then outstanding securities that may be cast for the election of
          directors of Company; or

     (c)  During any period of two (2) consecutive years, individuals who at the
          beginning of such period constitute the Board of Directors cease for
          any reason to constitute at least a majority thereof, unless the
          election, or the nomination for election by the Company's
          shareholders, of each director of the Company first elected during
          such period was approved by a vote of at least two-thirds of the
          directors then still in office who were directors at the beginning of
          any such period; or

     (d)  The shareholders of the Company approve (i) any merger, consolidation
          or other business combination of the Company with an other "person",
          as defined in the Securities Exchange Act of 1934, or any affiliate
          thereof, other than a merger or consolidation that would result in the
          outstanding Class A Common Stock of the Company immediately prior
          thereto continuing to represent (either by remaining outstanding or by
          being converted into common stock of the surviving entity) at least
          sixty percent (60%) of the outstanding Class A Common Stock of the
          Company or such surviving entity outstanding immediately after such
          merger or consolidation; (ii) a plan of complete liquidation of the
          Company; or (iii) any sale, lease, exchange or other transfer (in one
          transaction or a series of transactions) of all, or substantially all,
          of the assets of Company.

                                   ARTICLE VII
                                  MISCELLANEOUS

7.1  Amendment and Termination. The Company reserves the right to amend or
     terminate this Plan at any time and from time to time by resolution of the
     Board of Directors; provided, however, that any amendment or termination of
     this Plan shall not operate



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     retroactively so as to affect adversely any vested rights to which a
     Participant is entitled under the Plan prior to any such action.

7.2  No Alienation of Benefits. A Participant or the Participant's spouse shall
     not have the right to assign, alienate or otherwise encumber any benefit
     payable under the Plan. All benefits payable to an eligible Participant, or
     the Participant's spouse, under the Plan shall be exempt from the claims of
     creditors of the Participant or the Participant's spouse.

7.3  No Enlargement of Employment Rights. Nothing contained in the Plan shall be
     construed as (a) a contract of employment between the Company and any
     Participant, (b) creating any right of a Participant to continue in the
     employment of the Company, or (c) limitation of the right of the Company to
     discharge any Participant, with or without Cause.

7.4  Forfeitures. A Supplemental Retirement Benefit shall not be due or payable
     in the event an eligible Participant (a) terminates employment with the
     Company for the purpose of becoming employed by another business which is
     then engaged in the supermarket or convenience food store business in the
     State of Indiana, or (b) is terminated from employment with the Company for
     Cause.

7.5  General. Any benefit payable under the Retirement Plan shall be paid solely
     in accordance with the terms and provisions of the Retirement Plan, and
     nothing in the Plan shall operate or be construed in any way to modify,
     amend or affect the terms and provisions of the Retirement Plan.

     Dated as of the 3rd day of August, 1999.



                                      MARSH SUPERMARKETS, INC.

                                      By: /s/ Don E. Marsh
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                                            Don E. Marsh, President and Chief
                                            Executive Officer


ATTEST: /s/ P. Lawrence Butt
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         P. Lawrence Butt, Secretary





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