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                                 EXHIBIT 10 (am)

                             FIRST AMENDMENT TO THE
                        MARSH DEFERRED COMPENSATION PLAN

      WHEREAS, effective January 1, 1997, Marsh Supermarkets, Inc. (the
"Company") established the Marsh Deferred Compensation Plan (the "MDCP")
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees as described in the Employee
Retirement Income Security Act of 1974; and

      WHEREAS, the Company desires to amend the MDCP (i) to change the formulas
for crediting additions (i.e, earnings) under the MDCP to the rate which is the
greater of seven percent (7%) per year or the rate of return on ten (10) year
U.S. Treasury Bonds plus three percent (3%), effective January 1, 2004, but in
no event greater than ten percent (10%) per year; (ii) to permit a Participant
to elect during December 2003 that the formula for crediting additions (i.e.,
earnings) attributable to his or her Matching Account, Grandfathered Benefit
Account, and Profit Based Matching Account balances as of December 31, 2003
continue to be based on cash dividends paid on hypothetical shares of Company
stock; (iii) to eliminate the crediting of amounts to a Participant's Matching
Account, Grandfathered Benefit Account, and Profit Based Matching Account as if
such amounts credited are hypothetical shares of Company stock (i.e., such
amounts will be deemed to be cash), effective January 1, 2004; (iv) to permit a
Participant to elect during December 2003 to make an in-service withdrawal of
all of his or her Deferred Compensation Account conditioned on the forfeiture of
five percent (5%) of the amount withdrawn and his or her suspension from making
Elective Deferrals under the MDCP for a period of twelve (12) months; and (v) to
clarify that the MDCP may be funded using the Marsh Deferred Compensation Plan
Supplemental Trust or another "rabbi trust."

      NOW, THEREFORE, generally effective January 1, 2004, the Company hereby
amends the MDCP as follows:

      1.    Section 2.1(t) is amended to provide as follows:

            (t)   Employer Matching Amount: The amount for the Plan Year, if
      any, credited to a Participant's Matching Account pursuant to Section 4.3.

      2.    Section 2.1(z) is amended to provide as follows:

            (z)   Grandfathered Benefit Amount: The amount for the Plan Year, if
      any, credited to a Participant's Grandfathered Benefit Account pursuant to
      Section 4.4.

      3.    Section 2.1(mm) is amended to provide as follows:

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            (mm)  Profit Based Matching Amount: The amount for the Plan Year, if
      any, credited to a Participant's Profit Based Matching Account pursuant to
      Section 4.5.

      4.    Section 4.3 is amended to provide as follows:

            4.3   Matching Account. An Employer Matching Amount may be credited
      each Plan Year to a Participant's Matching Account in the sole discretion
      of the Administrator. However, until otherwise provided by the
      Administrator, the Employer Matching Amount shall be an amount equal to
      (i) twenty-five percent (25%) of a Participant's Aggregate Deferral
      Dollars up to six percent (6%) of Compensation, reduced by (ii) the amount
      of Employer Matching Contributions contributed to his Matching
      Contribution Account under the 401(k) Plan. The Employer Matching Amount
      shall be credited at such time as determined by the Administrator in its
      sole discretion to the Matching Account of each Participant, including a
      Participant who had a Separation from Service during the Plan Year.

            The hypothetical shares of Company Stock credited to a Participant's
      Matching Account as of January 1, 2004, shall be deemed to be converted
      into cash as of such date. The Participant's Matching Account balance as
      of January 1, 2004, shall be equal to the product resulting from
      multiplying the Fair Market Value of the hypothetical shares credited to
      such account as of such date by the number of such shares.

      5.    Section 4.4 is amended to provide as follows:

            4.4   Grandfathered Benefit Account. The Grandfathered Benefit
      Account of an Employee who has not been selected to participate in the SRP
      and who would have received an allocation of a Grandfathered Contribution
      under Section 5.2(a) of the 401(k) Plan for a Plan Year if he were not a
      Highly Compensated Employee shall be credited with a Grandfathered Benefit
      Amount equal to the amount of the Grandfathered Contribution he would have
      received under the 401(k) plan; provided, however, that the amount of such
      Grandfathered Contribution shall be determined based on Compensation under
      the Plan. The Grandfathered Benefit Amount shall be credited at such time
      as determined by the Administrator in its sole discretion.

            The hypothetical shares of Company Stock credited to a Participant's
      Grandfathered Benefit Account as of January 1, 2004, shall be deemed to be
      converted into cash as of such date. The Participant's Grandfathered
      Benefit Account balance as of January 1, 2004, shall be equal to the
      product resulting from multiplying the Fair Market Value of the
      hypothetical shares credited to such account as of such date by the number
      of such shares.

      6.    Section 4.5 is amended to provide as follows:

            4.5   Profit Based Matching Account. The Profit Based Matching
      Account of an Employee who has not been selected to participate in the SRP
      and who would have received an allocation of a Profit Based Matching
      Contribution under Section 5.2(c) of the 401(k) Plan for a Plan Year if he
      were not a Highly Compensated Employee shall be credited with a Profit
      Based Matching Amount equal to the amount of the Profit Based Matching
      Contribution he would have received under the 401(k) Plan; provided,
      however, that the amount of such Profit Based Matching Contribution shall
      be determined based on Compensation under the Plan. The Profit Based
      Matching Amount shall be credited at such time as determined by the
      Administrator in its sole discretion.

            The hypothetical shares of Company Stock credited to a Participant's
      Profit Based Matching Account as of January 1, 2004, shall be deemed to be
      converted into cash as of such date. The Participant's Profit Based
      Matching Account balance as of January 1, 2004, shall be equal to the
      product resulting from multiplying the Fair Market Value of the
      hypothetical shares credited to such account as of such date by the number
      of such shares.

      7.    Section 4.6 is amended to provide as follows:

            4.6   Earnings Credited to Deferred Compensation Account. At such
      times as determined by the Administrator in its sole discretion, but not
      less frequently than once each Plan Year, the Employer shall credit

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      the Deferred Compensation Account of each Participant with additions
      computed at the rate which is the greater of seven percent (7%) per annum,
      compounded annually, or the rate of return for the appropriate period on
      ten (10) year U.S. Treasury Bonds plus three percent (3%), but in no event
      greater than ten percent (10%) per year.

            Such additions shall continue to be credited to the Deferred
      Compensation Account of a Participant after his Separation from Service
      until the last day of the calendar quarter immediately preceding the
      calendar quarter during which the balance of such Account is paid in full
      to the Participant or his Beneficiary.

      8.    Section 4.7 is amended to provide as follows:

            4.7   Earnings Credited to Matching Account, Grandfathered Benefit
      Account and Profit Based Matching Account. At such times as determined by
      the Administrator in its sole discretion, but not less frequently than
      once each Plan Year, the Employer shall credit the Matching Account,
      Grandfathered Benefit Account and Profit Based Matching Account of each
      Participant with additions computed at the rate which is the greater of
      seven percent (7%) per annum, compounded annually, or the rate of return
      for the appropriate period on ten (10) year U.S. Treasury Bonds plus three
      percent (3%), but in no event greater than ten percent (10%) per year.

            Notwithstanding the preceding paragraph, if a Participant
      affirmatively elects, at such times during the month of December 2003 as
      determined by the Administrator in its sole discretion, the Employer shall
      continue to credit his Matching Account, Grandfathered Benefit Account,
      and Profit Based Matching Account with additions equal to the amount of
      cash dividends paid during the Plan Year, if any, on the number of
      hypothetical shares in such account as of January 1, 2004. Such election
      shall not apply to any amounts credited to such Accounts at any time after
      January 1, 2004. For purposes of the election described in this paragraph
      the number of hypothetical shares of Company Stock credited to the
      Participant's accounts shall be appropriately adjusted to reflect stock
      splits, stock dividends, and other like adjustments in such shares.

            Such additions shall continue to be credited to the Matching
      Account, Grandfathered Account and Profit Based Matching Account of a
      Participant after his Separation from Service until the last day of the
      calendar quarter immediately preceding the calendar quarter during which
      the balance of such Account is paid in full to the Participant or his
      Beneficiary.

      9.    New Section 5.7 is added to provide as follows:

            5.7   In-Service Withdrawal. At such times during the month of
      December 2003 as determined by the Administrator in its sole discretion, a
      Participant may affirmatively elect to withdraw all of his Deferred
      Compensation Account. Any such payment shall be debited to the
      Participant's Deferred Compensation Account, and the balance remaining in
      his Deferred Compensation Account shall be payable in accordance with
      otherwise applicable provisions of the Plan.

            A Participant who elects to make an in-service withdrawal of his
      Deferred Compensation Account pursuant to this Section 5.7 shall forfeit
      five percent (5%) of the amount withdrawn and shall not be eligible to
      make Elective Deferrals until the calendar month that first occurs after
      the expiration of twelve (12) months from the date of election of such
      in-service withdrawal. A Participant who is suspended from making Elective
      Deferrals pursuant to this Section 5.7 shall remain a Participant even
      though he may not resume making Elective Deferrals until after the period
      of his ineligibility has expired and until he has completed and submitted
      to the person designated by the Administrator a new Enrollment Form. Any
      suspension of a Participant shall have no effect upon his rights under the
      Plan, except as expressly limited by this Section 5.7, and earnings shall
      be credited to his Deferred Compensation Account as in the case of all
      Participants.

      10.   Section 12.1 is amended to provide as follows:

            12.1  Plan Unfunded. The payments to the Participant or Beneficiary
      hereunder shall be made from assets which shall continue, for all
      purposes, to be a part of the general, unrestricted assets of the
      Employer; no person shall have any interest in any such assets by virtue
      of the provisions of this Plan. The Employer may

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      accumulate a reserve or reserves, and may use such vehicles as the MDCP
      Supplemental Trust or any other "rabbi trust" to accumulate such reserve
      or reserves, which shall remain the property of the Employer as part of
      its general assets. The Employer's obligation hereunder shall be an
      unfunded and unsecured promise to pay money in the future. To the extent
      that any person acquires a right to receive payments from the Employer
      under the provisions hereof, such right shall be no greater than the right
      of any unsecured general creditor of the Employer; no such person shall
      have or acquire any legal or equitable right, interest or claim in or to
      any property or assets of the Employer.

      IN WITNESS WHEREOF, Marsh Supermarkets, Inc. has caused this First
Amendment to the Marsh Deferred Compensation Plan to be executed this 31st day
of December, 2003, effective January 1, 2004, by its duly authorized officers.

                                    MARSH SUPERMARKETS, INC.

                                    By:  /s/ Douglas W. Dougherty
                                         --------------------------
                                         Douglas W. Dougherty, Senior
ATTEST:                                  Vice President, Chief Financial Officer
                                         And Treasurer

/s/ P. Lawrence Butt
---------------------------------
P. Lawrence Butt, Secretary

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