EMPLOYMENT AGREEMENT

                              FOR P. LAWRENCE BUTT





                            MARSH SUPERMARKETS, INC.



                           (Effective August 3, 1999)





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

as of this 3rd day of August, 1999 by and between MARSH SUPERMARKETS, INC., an

Indiana corporation having its address at 9800 Crosspoint Boulevard,

Indianapolis, Indiana 46256-3350 (the "Company"), and P. LAWRENCE BUTT, an

individual having an address at 12745 Olio Road, Noblesville, Indiana 46060 (the

"Executive").



         WHEREAS, the Executive and the Company are parties to an Employment

Contract, dated June 2, 1997, and an Addendum thereto of even date therewith

(collectively, the "Prior Agreement'); and



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

Executive on the terms and conditions of this Agreement, which replaces the

Prior Agreement in its entirety.



         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 3, 1999, and shall end

on December 31, 2004. The term shall be extended automatically for one (1) year

on each January 1 ("Anniversary Date") beginning January 1, 2001, 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 five (5) 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 senior executive officer

capacity as its Senior Vice President, Counsel and Secretary. Unless otherwise

consented to by the Executive, the Executive's position with the Company shall

be as its Senior Vice President, Counsel and Secretary. 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

President and 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 the legal and corporate





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secretarial functions 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 President and

Chief Executive Officer of the Company. The Executive shall report directly to

the President and Chief Executive Officer of the Company. The Company agrees to

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

of his positions with the Company and adequate for the performance of his

duties.



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

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