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                                                                  EXHIBIT 10(aw)

                        AMENDMENT TO EMPLOYMENT AGREEMENT

                  This Amendment to Employment Agreement ("Amendment") is
entered into between Marsh Supermarkets, Inc. (the "Company"), and William L.
Marsh (the "Executive").

                                    RECITALS

                  A. The Company and the Executive entered into an Employment
Agreement dated August 3, 1999 (the "Employment Agreement").

                  B. Under the Employment Agreement, the Executive is entitled
to a "Salary Continuation Benefit" for five years upon employment termination
under certain circumstances (the "Salary Continuation Benefit").

                  C. In addition, to the extent the Salary Continuation Benefit
or any other compensation exposes the Executive to excise tax liability under
Sections 280G and 4999 of the Internal Revenue Code, the Employment Agreement
provides that the Company must pay additional amounts to the Executive to make
the Executive whole with respect to that excise tax liability (the "Gross Up
Obligation").

                  D. The Company has made available to the Executive a special
payout of the Executive's benefits under the Marsh Supermarkets, Inc. 1999
Senior Executive Supplemental Retirement Plan (the "SERP"), conditioned in part
upon the amendment of the Employment Agreement.

                  E. To prevent the Salary Continuation Benefit and the Gross Up
Obligation from impeding possible corporate transactions for the benefit of the
Company and its shareholders, and to provide for the special payout of the
Executive's SERP benefits, the Company and the Executive amend the Employment
Agreement as provided in this Amendment.

                                    AMENDMENT

                  Effective December 30, 2005, the Employment Agreement is
amended as follows:

                  1. Section 7.1 of the Employment Agreement is amended to read
as follows:

                           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



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                  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 three (3) 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).

                  2. Section 7.2 of the Employment Agreement is amended to read
as follows:

                           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 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 three
                  (3) 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.

                  3. Section 7.4 of the Employment Agreement is amended to read
as follows:

                           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.



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                           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 three (3) 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.

                  4. Section 9 of the Employment Agreement is amended to read as
follows:

                  9. EXCESS PARACHUTE PAYMENT PROVISIONS

                           9.1 COMPENSATION LIMITATION. Anything in this
                  Agreement to the contrary notwithstanding, no payment or
                  distribution by the Company to or for the benefit of the
                  Executive of the Salary Continuation Benefit or any other
                  amount in the nature of compensation (whether paid or payable
                  or distributed or distributable pursuant to the terms of this
                  Agreement or otherwise) (a "Payment") will be paid that would
                  be subject to the excise tax or denial of deduction imposed by
                  Sections 280G and 4999 of the Code (an "Excess Parachute
                  Payment").

                           9.2 ADJUSTMENT PROCEDURE. In the event that the
                  Company determines that any Payment would constitute an Excess
                  Parachute Payment, the Company will provide to the Executive,
                  within thirty (30) days after the Executive's employment
                  termination date, an opinion of a nationally recognized
                  certified public accounting firm mutually selected by



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                  the Company and the Executive (the "Accounting Firm") that the
                  Executive will be considered to have received Excess Parachute
                  Payments if the Executive were to receive the full amounts
                  described pursuant to this Agreement or otherwise and setting
                  forth with particularity the smallest amount by the which the
                  Payments would have to be reduced to avoid the imposition of
                  any excise tax or the denial of any deduction pursuant to Code
                  Sections 280G and 4999. The Payments shall be adjusted, in the
                  order of priority designated by the Executive in written
                  instructions, to the minimum extent necessary so that none of
                  the Payments, in the opinion of the Accounting Firm, would
                  constitute an Excess Parachute Payment. Any determination by
                  the Accounting Firm shall be binding upon the Company and the
                  Executive. All fees and expenses of the Accounting Firm shall
                  be borne by the Company.

                  5. Except to the extent altered by this Amendment, the terms
of the Employment Agreement shall remain effective.

                  IN WITNESS WHEREOF, the Company and the Executive have
executed this Amendment on the dates indicated below.




EXECUTIVE                                 MARSH SUPERMARKETS, INC.


         /S/ WILLIAM L. MARSH             By:      /s/ DOUGLAS W. DOUGHERTY
---------------------------------------        ---------------------------------
                                               Douglas W. Dougherty
                                               Senior Vice President, Chief
                                                 Financial Officer and Treasurer


Date:       December 29, 2005             Date:        December 29, 2005
     ----------------------------------        ---------------------------------





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