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                                                                  EXHIBIT 10(au)



                        AMENDMENT TO EMPLOYMENT AGREEMENT

         This Amendment to Employment Agreement ("Amendment") is entered into
between Marsh Supermarkets, Inc. (the "Company"), and Don E. 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 5.7(d) of the Employment Agreement is amended to read as
follows:

                  (d) Upon termination of Executive's employment for any reason,
         the Company shall convey to Executive without charge the portrait of
         his father hanging in the lobby of the corporate offices of the
         Company.

         2. 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,



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         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 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).

         3. 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.

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



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                  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 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. The Company shall continue
         to pay all premiums due on the split-dollar life insurance policies in
         effect on the life of the Executive for three (3) years from the
         termination date after which time the Company shall distribute such
         policies to the Executive without requiring the Executive to repay any
         premiums paid by the Company. The Company shall also pay to Executive
         for each of such three (3) years a grossed up bonus to reimburse
         Executive for any taxes payable by him with respect to his portion of
         the premiums and bonus. The Company shall also transfer to the
         Executive, free of any encumbrance, the automobile and all
         appurtenances thereto referred to in Section 5.7(a) for no
         consideration; provided that the Executive pays any transfer taxes



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         and agrees to be solely responsible for insurance and the cost of
         insurance after the date of transfer.

         5. 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 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.

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



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



EXECUTIVE                               MARSH SUPERMARKETS, INC.


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


Date:     December 28, 2005             Date:       December 29, 2005
     ----------------------------             ---------------------------------





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