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                                                                     EXHIBIT 4.4

                                PLEDGE AGREEMENT

          PLEDGE AGREEMENT (this "Agreement") dated as of November 9, 2005 by
     and among each of the undersigned (hereinafter, individually, a "Pledgor",
     and collectively, the "Pledgors") and BANK OF AMERICA, N.A., a national
     banking association, as collateral agent (in such capacity, the "Collateral
     Agent") for the Secured Parties (as defined herein), in consideration of
     the mutual covenants contained herein and benefits to be derived herefrom.

                                   WITNESSETH:

     Reference is made to the Credit Agreement dated as of even date herewith
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement"), by, among others, (i) Marsh Supermarkets, LLC (the "Lead
Borrower"), (ii) the other Borrowers named therein (together with the Lead
Borrower, individually, a "Borrower" and collectively, the "Borrowers"), (iii)
the Lenders named therein, (iv) Bank of America, N.A., as Administrative Agent
and Collateral Agent for the Lenders, and as Swingline Lender, and (v) Bank of
America, N.A., as Issuing Bank.

     Reference is also made to the Security Agreement dated as of even date
herewith (as amended, supplemented or otherwise modified from time to time, the
"Security Agreement"), by, among others the Pledgors and Bank of America, N.A.,
as Collateral Agent for the Secured Parties (as defined in the Security
Agreement), pursuant to which the Pledgors and the other Grantors named therein
have granted a security interest in the Collateral (as defined in the Security
Agreement) to secure the Obligations.

     The Lenders have agreed to make Loans to the Borrowers, and the Issuing
Bank has agreed to issue Letters of Credit for the account of the Borrowers,
pursuant to, and upon the terms and subject to the conditions specified in, the
Credit Agreement. The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit are each conditioned on, among other
things, the execution and delivery by the Pledgors of an agreement in the form
hereof to secure the Obligations.

     Accordingly, the Pledgors and the Collateral Agent, on behalf of itself and
each other Secured Party (and each of their respective successors and assigns)
hereby agree as follows:

                                    SECTION 1

                                   Definitions

     1.1 Generally. Unless the context otherwise requires, all capitalized terms
used but not defined herein shall have the meanings set forth in the Credit
Agreement or the Security Agreement, as applicable, and all references to the
UCC shall mean the Uniform Commercial Code as in effect from time to time in the
State of New York; provided, however, that if a term is defined in Article 9 of
the UCC differently that in another Article thereof, the term shall have the
meaning set forth in Article 9, and provided further that if by reason of
mandatory provisions of

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law, perfection, or the effect of perfection or non-perfection, of the Security
Interest in any Collateral or the availability of any remedy hereunder is
governed by the Uniform Commercial Code as in effect in a jurisdiction other
than New York, "UCC" means the Uniform Commercial Code as in effect in such
other jurisdiction for purposes of the provisions hereof relating to such
perfection or effect of perfection or non-perfection or availability of such
remedy, as the case may be.

     1.2 Definitions of Certain Terms Used Herein. As used herein, the following
terms shall have the following meanings:

          (a) "Blue Sky Laws" shall have the meaning assigned to such term in
     Section 7.7 of this Agreement.

          (b) "Credit Agreement" shall have the meaning assigned to such term in
     the preliminary statement of this Agreement.

          (c) "Facility Guaranty" shall have the meaning assigned to such term
     in the preliminary statement of this Agreement.

          (d) "Investment Property" shall have the meaning given that term in
     the UCC.

          (e) "Pledged Collateral" shall have the meaning assigned to such term
     in Section 2.5 of this Agreement.

          (f) "Pledged Securities" shall have the meaning assigned to such term
     in Section 2.1 of this Agreement.

          (g) "Secured Parties" shall have the meaning assigned to such term in
     the Security Agreement.

          (h) "Securities Act" shall have the meaning assigned to such term in
     Section 7.7 of this Agreement.

          (i) "Security Agreement" shall have the meaning assigned to such term
     in the preliminary statement of this agreement.

     1.3 Rules of Interpretation. The rules of interpretation specified in
Section 1.02 of the Credit Agreement shall be applicable to this Agreement.

                                    SECTION 2

                                     Pledge

     As security for the payment and performance, as the case may be, in full of
the Obligations, each Pledgor hereby transfers, grants, bargains, sells,
conveys, hypothecates,


                                       -2-

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pledges, sets over and delivers unto the Collateral Agent, its successors and
assigns, and hereby grants to the Collateral Agent, its successors and assigns,
for the ratable benefit of the Secured Parties, a security interest in all of
such Pledgor's right, title and interest in, to and under:

     2.1 the shares of capital stock and other ownership interests owned by such
Pledgor and listed on Schedule I hereto, and any shares of capital stock or
other equity interest of any Subsidiary obtained in the future by such Pledgor,
and the stock certificates or other securities representing all such shares or
equity interests (the "Pledged Securities");

     2.2 all other Investment Property that may be delivered to, and held by,
the Collateral Agent pursuant to the terms hereof;

     2.3 subject to Section 6, all dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed or
distributable, in respect of, or in exchange for, the Pledged Securities
referred to in clauses 2.1 and 2.2 above;

     2.4 subject to Section 6, all rights and privileges of each Pledgor with
respect to the Pledged Securities and other Investment Property referred to in
clauses 2.1, 2.2, and 2.3 above; and

     2.5 all proceeds of any of the foregoing (the items referred to in clauses
2.1 through 2.5 being collectively referred to as the "Pledged Collateral").

     TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title,
interest, powers, privileges and preferences pertaining or incidental thereto,
unto the Collateral Agent, its successors and assigns, for the benefit of the
Secured Parties, until the Obligations have been paid in full in cash, the
Lenders have no further commitment to lend, the Letter of Credit Outstandings
have been reduced to zero or fully cash collateralized in a manner satisfactory
to the Issuing Bank and the Administrative Agent, and the Issuing Bank has no
further obligation to issue Letters of Credit under the Credit Agreement;
subject, however, to the terms, covenants and conditions hereinafter set forth.

     Upon delivery to the Collateral Agent pursuant to Section 3 of this
Agreement, (a) all stock certificates or other securities now or hereafter
included in the Pledged Securities shall be accompanied by stock powers duly
executed in blank or other instruments of transfer satisfactory to the
Collateral Agent and by such other instruments and documents as the Collateral
Agent may reasonably request, and (b) all other Investment Property comprising
part of the Pledged Collateral shall be accompanied by proper instruments of
assignment duly executed by the applicable Pledgor and such other instruments or
documents as the Collateral Agent may reasonably request. Each delivery of
Pledged Securities shall be accompanied by a schedule describing the Pledged
Securities theretofore and then being pledged hereunder, which schedule shall be
attached hereto as Schedule I and made a part hereof. Each schedule so delivered
shall supersede any prior schedules so delivered.


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                                    SECTION 3

                       Delivery of the Pledged Collateral

     3.1 On or before the Closing Date, the Pledgors shall deliver or cause to
be delivered to the Collateral Agent any and all Pledged Securities, any and all
Investment Property, and any and all certificates or other instruments or
documents representing the Pledged Collateral.

     3.2 Each Pledgor hereby irrevocably authorizes the Collateral Agent at any
time and from time to time to sign (if required) and file in any appropriate
filing office, wherever located, any Financing Statement that contains any
information required by the UCC of the applicable jurisdiction for the
sufficiency or filing office acceptance of any Financing Statement relating to
all or any part of the Pledged Collateral. Each Pledgor also authorizes the
Collateral Agent to file a copy of this Agreement in lieu of a Financing
Statement, and to take any and all actions required by any earlier versions of
the UCC or by any other Applicable Law. The Pledgors shall provide the
Collateral Agent with any information the Collateral Agent shall reasonably
request in connection with any of the foregoing.

                                    SECTION 4

                    Representations, Warranties and Covenants

     Each Pledgor hereby represents, warrants and covenants, as to itself and
the Pledged Collateral pledged by it hereunder, to and with the Collateral Agent
that:

     4.1 as of the Closing Date, the Pledged Securities represent that
percentage of the issued and outstanding shares of each class of the capital
stock or other equity interest of the Issuer with respect thereto as set forth
on Schedule I;

     4.2 except for the security interest granted hereunder, and except as
otherwise permitted in the Credit Agreement and the other Loan Documents, each
Pledgor (i) is and will at all times continue to be the direct owner,
beneficially and of record, of the Pledged Securities indicated on Schedule I,
(ii) holds the Pledged Collateral free and clear of all Liens, other than
Permitted Encumbrances and Liens in favor of the Collateral Agent, (iii) will
make no assignment, pledge, hypothecation or transfer of, or create or permit to
exist any security interest in, or other Lien on, the Pledged Collateral, other
than pursuant hereto and other than Permitted Encumbrances, and (iv) subject to
Section 6, will cause any and all Pledged Collateral to be forthwith deposited
with the Collateral Agent and pledged or assigned hereunder;

     4.3 except as expressly permitted under the Credit Agreement, no Pledgor
will consent to or approve the issuance of (a) any additional shares of any
class of capital stock of any Issuer of the Pledged Securities, or the issuance
of any membership or other ownership interest in any such Person, (b) any
securities convertible voluntarily by the holder thereof or automatically upon
the occurrence or nonoccurrence of any event or condition into, or


                                       -4-

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exchangeable for, any such shares or interests, or (c) any warrants, options,
rights, or other commitments entitling any person to purchase or otherwise
acquire any such shares or interests;

     4.4 each Pledgor (i) has the power and authority to pledge the Pledged
Collateral in the manner hereby done or contemplated and (ii) will defend its
title or interest thereto or therein against any and all Liens (other than
Permitted Encumbrances and the Lien created by this Agreement or the other Loan
Documents), however arising, of all Persons whomsoever;

     4.5 no consent of any other Person (including stockholders or creditors of
any Pledgor), and no consent or approval of any Governmental Authority or any
securities exchange, was or is necessary to the validity of the pledge effected
hereby or to the disposition of the Pledged Collateral upon an Event of Default
in accordance with the terms of this Agreement and the Security Agreement;

     4.6 by virtue of the execution and delivery by the Pledgors of this
Agreement, the delivery by the Pledgors to the Collateral Agent of the stock
certificates or other certificates or documents representing or evidencing the
Pledged Collateral in accordance with the terms of this Agreement, and the
filing of the Financing Statements, the Collateral Agent will obtain a valid and
perfected first lien upon, and security interest in, the Pledged Collateral as
security for the payment and performance of the Obligations;

     4.7 the pledge effected hereby is effective to vest in the Collateral
Agent, on behalf of the Secured Parties, the rights of the Collateral Agent in
the Pledged Collateral as set forth herein;

     4.8 all the Pledged Securities have been duly authorized and validly issued
and are fully paid and nonassessable;

     4.9 all information set forth herein relating to the Pledged Collateral is
accurate and complete in all material respects as of the date hereof; and

     4.10 none of the Pledged Securities constitutes margin stock, as defined in
Regulation U of the Board of Governors of the Federal Reserve System.

                                    SECTION 5

                 Registration in Nominee Name; Copies of Notices

     Upon the occurrence and during the continuance of an Event of Default, the
Collateral Agent, on behalf of the Secured Parties, shall have the right (in its
reasonable discretion) to hold the Pledged Securities in its own names as
pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the
applicable Pledgor, endorsed or assigned in blank or in favor of the Collateral
Agent. Each Pledgor will promptly give to the Collateral Agent copies of any
notices


                                       -5-

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or other communications received by it with respect to Pledged Securities
registered in the name of such Pledgor.

                                    SECTION 6

                   Voting Rights; Dividends and Interest, Etc.

     6.1 Unless and until an Event of Default shall have occurred and be
continuing, the Pledgors shall be entitled to exercise any and all voting and/or
other consensual rights and powers inuring to an owner of the Pledged Securities
or any part thereof to the extent, and only to the extent, that such rights are
exercised for any purpose consistent with, and not otherwise in violation of,
the terms and conditions of this Agreement, the Credit Agreement, the other Loan
Documents and Applicable Law; provided, however, that the Pledgors will not be
entitled to exercise any such right if the result thereof could have a Material
Adverse Effect on the rights inuring to a holder of the Pledged Securities or
the rights and remedies of any of the Secured Parties under this Agreement, the
Credit Agreement or any other Loan Document or the ability of the Secured
Parties to exercise the same.

     6.2 Unless and until a Cash Dominion Event shall have occurred and be
continuing, the Pledgors shall be entitled to receive and retain any and all
cash dividends paid on the Pledged Collateral to the extent, and only to the
extent, that such cash dividends are permitted by, and otherwise paid in
accordance with, the terms and conditions of this Agreement, the Credit
Agreement, the other Loan Documents and Applicable Law. All noncash dividends,
and all dividends paid or payable in cash or otherwise in connection with a
partial or total liquidation or dissolution, return of capital, capital surplus
or paid-in surplus, and all other distributions (other than dividends and
distributions referred to in the preceding sentence) made on or in respect of
the Pledged Collateral, whether paid or payable in cash or otherwise, whether
resulting from a subdivision, combination or reclassification of the outstanding
capital stock or partnership interests of the issuer of any Pledged Securities
or received in exchange for Pledged Securities or any part thereof, or in
redemption thereof, or as a result of any merger, amalgamation, arrangement,
consolidation, acquisition or other exchange of assets to which such issuer may
be a party or otherwise, shall be and become part of the Pledged Collateral,
and, if received by a Pledgor, to the extent required to be paid to the
Collateral Agent pursuant to the terms of the Credit Agreement or the other Loan
Documents, shall not be commingled by such Pledgor with any of its other funds
or property but shall be held separate and apart therefrom, shall be held in
trust for the benefit of the Collateral Agent and shall be forthwith delivered
to the Collateral Agent in the same form as so received (with any necessary
endorsement).

     6.3 Upon the occurrence and during the continuance of a Cash Dominion Event
and notice to any Pledgor of the Collateral Agent's election to exercise its
rights and remedies set forth herein, all rights of such Pledgor to dividends
that such Pledgor is authorized to receive pursuant to Section 6.2 above shall
cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to receive
and retain such dividends. All dividends received by any Pledgor contrary to the
provisions of this


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Section 6.3 shall be held in trust for the benefit of the Collateral Agent,
shall be segregated from other property or funds of such Pledgor and shall be
forthwith delivered to the Collateral Agent in accordance with the provisions of
Section 2.22 of the Credit Agreement in the same form as so received (with any
necessary endorsement). Any and all money and other property paid over to or
received by the Collateral Agent pursuant to the provisions of this Section 6.3
shall be applied in accordance with the provisions of Section 8.

     6.4 Upon the occurrence and during the continuance of an Event of Default
and notice to any Pledgor of the Collateral Agent's election to exercise its
rights and remedies set forth herein, all rights of such Pledgor to exercise the
voting and consensual rights and powers it is entitled to exercise pursuant to
6.1 shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, which shall have the sole and exclusive right and authority to
exercise such voting and consensual rights and powers; provided that the
Collateral Agent shall have the right from time to time following and during the
continuance of an Event of Default to permit such Pledgor to exercise such
rights. After all Events of Default have been cured or waived in writing by the
Collateral Agent, such Pledgor will have the right to exercise the voting and
consensual rights and powers that it would otherwise be entitled to exercise
pursuant to the terms of 6.1.

                                    SECTION 7

                              Remedies upon Default

     Upon the occurrence of an Event of Default, it is agreed that the
Collateral Agent shall have in any jurisdiction in which enforcement hereof is
sought, in addition to all other rights and remedies, the rights and remedies of
a secured party under the UCC or other Applicable Law. Without limiting the
foregoing, upon the occurrence of an Event of Default, the rights and remedies
of the Collateral Agent shall include, without limitation, the right to take any
of or all the following actions at the same or different times:

     7.1 The Collateral Agent may sell or otherwise dispose of all or any part
of the Pledged Collateral, at public or private sale or at any broker's board or
on any securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. Each purchaser at any such sale shall
hold the property sold absolutely, free from any claim or right on the part of
the Pledgors.

     7.2 The Collateral Agent shall give the Pledgors at least ten (10) days'
prior written notice, by authenticated record, of the Collateral Agent's
intention to make any sale of the Pledged Collateral. Such notice, (i) in the
case of a public sale, shall state the date, time and place for such sale, (ii)
in the case of a sale at a broker's board or on a securities exchange, shall
state the board or exchange at which such sale is to be made and the day on
which the Pledged Collateral, or portion thereof, will first be offered for sale
at such board or exchange, and (iii) in the case of a private sale, shall state
the date after which any private sale or other disposition of the Pledged
Collateral shall be made. Each Pledgor agrees that such written notice shall
satisfy


                                       -7-

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all requirements for notice to such Pledgor which are imposed under the UCC with
respect to the exercise of the Collateral Agent's rights and remedies upon
default. The Collateral Agent shall not be obligated to make any sale or other
disposition of any Pledged Collateral if it shall determine not to do so,
regardless of the fact that notice of sale or other disposition of such
Collateral shall have been given. The Collateral Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and place
to which the same was so adjourned.

     7.3 Any public sale shall be held at such time or times within ordinary
business hours and at such place or places as the Collateral Agent may fix and
state in the notice of such sale.

     7.4 At any public (or, to the extent permitted by Applicable Law, private)
sale made pursuant to this Section 7, the Collateral Agent or any other Secured
Party may bid for or purchase, free (to the extent permitted by Applicable Law)
from any right of redemption, stay, valuation or appraisal on the part of the
Pledgors, the Pledged Collateral or any part thereof offered for sale and may
make payment on account thereof by using any claim then due and payable to the
Collateral Agent or such other Secured Party from the Pledgors on account of the
Obligations as a credit against the purchase price, and the Collateral Agent or
such other Secured Party may, upon compliance with the terms of sale, hold,
retain and dispose of such property without further accountability to the
Pledgors therefor.

     7.5 For purposes hereof, a written agreement to purchase the Pledged
Collateral or any portion thereof shall be treated as a sale thereof. The
Collateral Agent shall be free to carry out such sale pursuant to such agreement
and the Pledgors shall not be entitled to the return of the Pledged Collateral
or any portion thereof subject thereto, notwithstanding the fact that after the
Collateral Agent shall have entered into such an agreement all Events of Default
shall have been remedied and the Obligations paid in full.

     7.6 As an alternative to exercising the power of sale herein conferred upon
it, the Collateral Agent may proceed by a suit or suits at law or in equity to
foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any
portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver.

     7.7 The Pledgors recognizes that (a) the Collateral Agent may be unable to
effect a public sale of all or a part of the Pledged Collateral by reason of
certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. Section
77, (as amended and in effect, the "Securities Act") or the Securities laws of
various states (the "Blue Sky Laws"), but may be compelled to resort to one or
more private sales to a restricted group of purchasers who will be obliged to
agree, among other things, to acquire the Pledged Collateral for their own
account, for investment and not with a view to the distribution or resale
thereof, (b) that private sales so made may be at prices and upon other terms
less favorable to the seller than if the Pledged Collateral were sold at public
sales, (c) that neither the Collateral Agent nor any Secured Party has any
obligation to delay sale of any of


                                       -8-

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the Pledged Collateral for the period of time necessary to permit the Pledged
Collateral to be registered for public sale under the Securities Act or the Blue
Sky Laws, and (d) that private sales made under the foregoing circumstances
shall be deemed to have been made in a commercially reasonable manner.

     7.8 To the extent permitted by Applicable Law, each Pledgor hereby waives
all rights of redemption, stay, valuation and appraisal which such Pledgor now
has or may at any time in the future have under any rule of law or statute now
existing or hereafter enacted.

                                    SECTION 8

                         Application of Proceeds of Sale

     After the occurrence of an Event of Default and acceleration of the
Obligations, the proceeds of any sale of Pledged Collateral pursuant to Section
7, as well as any Pledged Collateral consisting of cash, shall be applied by the
Collateral Agent as required pursuant to the terms of Section 6.2 of the
Security Agreement. Upon any sale or other disposition of the Pledged Collateral
by the Collateral Agent (including pursuant to a power of sale granted by
statute or under a judicial proceeding), the receipt of the purchase money by
the Collateral Agent or of the officer making the sale or other disposition
shall be a sufficient discharge to the purchaser or purchasers of the Pledged
Collateral so sold or otherwise disposed of and such purchaser or purchasers
shall not be obligated to see to the application of any part of the purchase
money paid over to the Collateral Agent or such officer or be answerable in any
way for the misapplication thereof.

                                    SECTION 9

                               Registration, Etc.

     If, upon the occurrence of an Event of Default, the Collateral Agent
reasonably determines that it is necessary to sell any of the Pledged Securities
at a public sale, the Pledgors agree that, upon the occurrence and during the
continuance of an Event of Default hereunder, the Pledgors will, at any time and
from time to time, upon the written request of the Collateral Agent, use its
best efforts to take or to cause the Issuer of such Pledged Securities to take
such action and prepare, distribute and/or file such documents, as are required
or advisable in the reasonable opinion of counsel for the Collateral Agent to
permit the public sale of such Pledged Securities. Without limiting any of their
other indemnification obligations under the Loan Documents, the Pledgors agree
to indemnify, defend and hold harmless the Collateral Agent, each other Secured
Party, any underwriter and their respective officers, directors, Affiliates and
controlling Persons from and against all loss, liability, expenses, costs of
counsel (including the reasonable fees and expenses of legal counsel to the
Collateral Agent), and claims (including the reasonable costs of investigation)
that any of them may incur insofar as such loss, liability, expense or claim
arises out of, or is based upon, any alleged untrue statement of a material fact


                                       -9-

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contained in any prospectus (or any amendment or supplement thereto) or in any
notification or offering circular, or arises out of or is based upon any alleged
omission to state a material fact required to be stated therein or necessary to
make the statements in any thereof not misleading, except insofar as the same
may have been caused by any untrue statement or omission based upon information
furnished in writing to the Pledgors or the Issuer of such Pledged Securities by
the Collateral Agent or any other Secured Party expressly for use therein. The
Pledgors further agree, upon such written request referred to above, to use
their best efforts to qualify, file or register, or cause the Issuer of such
Pledged Securities to qualify, file or register, any of the Pledged Securities
under the Securities Act, Blue Sky Laws or other securities laws of such states
as may be requested by the Collateral Agent and keep effective, or cause to be
kept effective, all such qualifications, filings or registrations. The Pledgors
will bear all costs and expenses of carrying out their obligations under this
Section 9. The Pledgors acknowledge that there is no adequate remedy at law for
failure by them to comply with the provisions of this Section 9 and that such
failure would not be adequately compensable in damages, and therefore agree that
their agreements contained in this Section 9 may be specifically enforced.

                                   SECTION 10

                               Further Assurances

     Each Pledgor agrees to do such further acts and things, and to execute and
deliver such additional conveyances, assignments, agreements and instruments, as
the Collateral Agent may at any time reasonably request in connection with the
administration and enforcement of this Agreement or with respect to the Pledged
Collateral or any part thereof or in order to assure and confirm unto the
Collateral Agent its rights and remedies hereunder.

                                   SECTION 11

                                     Intent

     This Agreement is being executed and delivered by the Pledgors for the
purpose of confirming the grant of the security interest of the Collateral Agent
in the Pledged Collateral. It is intended that the security interest granted
pursuant to this Agreement is granted as a supplement to, and not in limitation
of, the Security Interest granted to the Collateral Agent, for the ratable
benefit of the Secured Parties, under the Security Agreement. All provisions of
the Security Agreement shall apply to the Pledged Collateral. The Collateral
Agent shall have the same rights, remedies, powers, privileges and discretions
with respect to the security interests created in the Pledged Collateral as in
all other Collateral. In the event of a conflict between this Agreement and the
Security Agreement, the terms of this Agreement shall control with respect to
the Pledged Collateral and the Security Agreement with respect to all other
Collateral.

                                   SECTION 12

                                  Governing Law


                                      -10-

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     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.

                                   SECTION 13

                                  Counterparts

     This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.

                                   SECTION 14

                       Termination; Release of Collateral

     Subject to Section 7.5 hereof, and except for those provisions which
expressly survive the termination thereof, the Credit Agreement and this
Agreement shall terminate when all the Obligations have been paid and performed
in full, the Lenders have no further commitment to lend, the Letter of Credit
Outstandings have been reduced to zero or fully cash collateralized in a manner
satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing
Bank has no further obligation to issue Letters of Credit under the Credit
Agreement, at which time the Collateral Agent shall execute or authorize and
deliver to the Pledgors, at the Pledgors' expense, all UCC termination
statements and similar documents that the Pledgors shall reasonably request to
evidence such termination and shall return to Pledgors all Pledged Securities,
any and all Investment Property, and any and all certificates or other
instruments or documents representing the Pledged Collateral that are in the
Collateral Agent's possession; provided, however, that the Credit Agreement and
this Agreement shall be reinstated if at any time payment, or any part thereof,
of any Obligation is rescinded or must otherwise be restored by any Secured
Party upon the bankruptcy or reorganization of any Borrower, Pledgor or other
Loan Party, and provided further that the Security Interest granted herein shall
not terminate as to any indemnification obligation of any Borrower, Pledgor or
other Loan Party which expressly survives the termination of the Credit
Agreement and this Agreement, including, without limitation, the obligations of
the Loan Parties set forth in Section 9.03 of the Credit Agreement. Any
execution and delivery of termination statements or documents pursuant to this
Section 14 shall be without recourse to, or warranty by, the Collateral Agent.

                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
under seal as of the day and year first above written.

                                        PLEDGORS:

                                        MARSH SUPERMARKETS, LLC
                                        MARSH SUPERMARKETS, INC.
                                        LIMITED HOLDINGS, INC.
                                        BUTTERFIELD FOODS, LLC
                                        CRYSTAL FOOD SERVICES, LLC
                                        CONTRACT TRANSPORT, INC.
                                        CRYSTAL CAFE MANAGEMENT GROUP, LLC
                                        LOBILL FOODS, LLC
                                        MUNDY REALTY, INC.
                                        MARSH DRUGS, INC.
                                        MCNAMARA, LLC
                                        MARSH DRUGS, LLC
                                        VILLAGE PANTRY, LLC
                                        MARSH VILLAGE PANTRIES, INC.


                                        By: /S/ John C. Elbin
                                            ------------------------------------
                                            John C. Elbin, Senior Vice
                                            President, Chief Financial Officer
                                            and Treasurer


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


                                      -12-

<PAGE>

COLLATERAL AGENT:                       BANK OF AMERICA, N.A., as Collateral
                                        Agent


                                        By: /S/ Keith Vercauteren
                                            ------------------------------------
                                        Name: Keith Vercauteren
                                        Title: Director


                                      -13-

<PAGE>

                                   SCHEDULE I


                                      -14-