EMPLOYMENT AGREEMENT



         THIS EMPLOYMENT AGREEMENT (this "Agreement")is made and entered into as

of this 9th day of August, 2002, by and between MARSH SUPERMARKETS, INC., an

Indiana corporation having its address at 9800 Crosspoint Boulevard,

Indianapolis, Indiana 46256-3350 (the "Company"), and DAVID A. MARSH, an

individual having an address at 12837 Portage Way, Fishers, Indiana 46038 (the

"Executive").



         WHEREAS, the parties desire to secure the continued employment of the

Executive on the terms and conditions of this Agreement.



         NOW THEREFORE, in consideration of the foregoing and of the mutual

covenants and agreements of the parties set forth in this Agreement, the parties

agree as follows:



1.       EMPLOYMENT



         The Company hereby employs the Executive, and the Executive hereby

accepts employment on the terms and conditions set forth herein.



2.       TERM



         This Agreement shall become effective on August 9,2002, and shall end

on December 31, 2005. The term shall be extended automatically for one (1) year

on each January 1 ("Anniversary Date") beginning January 1, 2003, unless either

party hereto gives written notice to the other party not more than two hundred

ten (210) days and not less than one hundred eighty (180) days prior to an

Anniversary Date, in which case no further automatic extension shall occur and

the term of this Agreement shall end three (3) years subsequent to the

Anniversary Date immediately following such written notice (such term, including

any extension is referred to as the "Term"). Notwithstanding the foregoing, the

Term shall end on the date of Executive's voluntary retirement from the Company.



3.       DUTIES



         The Executive is engaged by the Company in a executive officer capacity

as its President. Unless otherwise consented to by the Executive, the

Executive's position with the Company shall be as its President. The Executive

shall have all the powers and agrees to perform all of the duties associated

with such position, subject to the direction of the Board of Directors of the

Company, the Chief Executive Officer of the Company and to the provisions of the

Articles of Incorporation and Bylaws of the Company. The Executive shall have

general executive charge of all the operations of the Company with all such

powers as may be reasonably incident to such responsibilities; and he shall have

such other powers and duties as designated in accordance with the Company's

Bylaws and as may be assigned to him from time to time by the Board of Directors

or the Chief Executive Officer of the Company. The Executive shall report

directly to the Chief Executive Officer of the Company. The Company agrees to

provide the Executive with such accommodations as are suitable to the character

of his position with the Company and adequate for the performance of his duties.





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4.       EXTENT OF SERVICES



         During the Term, the Executive agrees to devote substantially his full

time, attention and energies to the Company's business. This Agreement shall not

be construed as preventing the Executive from investing assets in such form or

manner as will not require his services in the daily operations of the affairs

of the companies in which such investments are made. This Agreement shall also

not be construed as preventing the Executive from serving as an outside director

of up to five other for-profit companies (and such additional companies as the

Board of Directors may hereafter approve) or from participating in charitable or

other not-for-profit activities as long as such activities do not materially

interfere with his work for the Company.



5.       COMPENSATION



         As remuneration for all services to be rendered by the Executive, and

as consideration for complying with the covenants herein, the Company shall pay

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