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                                                                  Exhibit 10(ai)

                                 FIRST AMENDMENT
                                     TO THE
                           MARSH EQUITY OWNERSHIP PLAN




         WHEREAS, effective January 1, 1986, Marsh Supermarkets, Inc. (the
"Company"), an Indiana corporation, adopted the Marsh Equity Ownership Plan, an
employee stock ownership plan and trust (the "Plan"), in order to enable
participating employees to share in the growth and prosperity of the Company;
and


         WHEREAS, the Company previously maintained the Marsh Supermarkets, Inc.
Employees' Stock Ownership Plan (the "ESOP") and, effective December 30, 1988,
merged the ESOP into this Plan; and


         WHEREAS, the Company amended the Plan to terminate all contributions to
the Plan and to cease entry by new Participants after December 31, 1994; and


         WHEREAS, the Company desires to amend the Plan to implement the changes
required by changes in applicable law since the last restatement of the Plan,
which was executed on December 30, 1994, including legislation referred to as
the Taxpayer Relief Act of 1997, the Small Business Job Protection Act of 1996,
the Uruguay Round Agreements Act ("GATT"), the Uniformed Services Employment and
Reemployment Rights Act of 1994, the Internal Revenue Service Restructuring and
Reform Act of 1998, and the Community Renewal Tax Relief Act of 2000, as well as
various regulatory provisions.


         NOW, THEREFORE, effective January 1, 1997 (except for such other dates
as may be noted herein), the Company hereby amends the Plan as follows:

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


                  (m) Company Stock. Shares of any class of stock, preferred or
                  common, voting or nonvoting, issued by the Company or an
                  Affiliated Company, which stock is readily tradable on an
                  established securities market.

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

                  (n) Compensation: The total of all amounts paid for employment
                  by the Employer to or for the benefit of a Participant during
                  the Plan Year (as shown on the Form W-2 filed for Federal
                  income tax purposes), such as salary, bonus, wage, commission,
                  and overtime payments, including (if includible in gross
                  income for Federal income tax purposes) reimbursements or
                  other expense allowances, fringe benefits (cash or noncash),
                  moving expense reimbursements, deferred compensation and
                  welfare benefits. Compensation shall not include any
                  contribution made under this Plan or under any pension plan or
                  other employee-benefit plan or

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                  insurance plan, maintained for the benefit of such
                  Participant. Compensation shall include elective contributions
                  made by the Employer on behalf of the Employee that are not
                  includible in gross income under Section 125 (cafeteria plan),
                  Section 402(e)(3) (401(k) plan) or Section 402(h) (simplified
                  employee pension plan) of the Code. Effective on January 1,
                  2001, Compensation shall also include elective amounts that
                  are not includible in the gross income of the Employee under
                  Section 132(f)(4) of the Code. Compensation in excess of the
                  first $150,000 (as adjusted form time to time pursuant to
                  Section 401(a)(17)(B) of the Code) for any Employee shall not
                  be taken into account.

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

                  (v)      Employee. Any person employed by the Employer;
                           provided, however, that the term "Employee" shall not
                           include (i) Leased Employees (except as otherwise
                           required pursuant to Section 9.8 of this Plan), (ii)
                           any person included in a unit of employees whose
                           terms and conditions of employment are covered by a
                           collective bargaining agreement, or (iii) an
                           individual who is classified in the records of the
                           Employer as an independent contractor, regardless of
                           whether such individual is later determined by the
                           Internal Revenue Service or a federal or state court
                           to be a common law employee of the Employer.

         4.       Section 2.1(ad) denominated "Family Member" is deleted in its
                  entirety.

         5.       Section 2.1(aj) is amended to provide as follows:


                  (aj)     Highly Compensated Employee: A Highly Compensated
                  Employee for the purposes of determinations regarding the
                  current Plan Year is any Employee who:

                           (1)      was a 5-Percent Owner at any time during the
                           Plan Year or the preceding Plan Year; or

                           (2)      received Section 415 Compensation (as
                           adjusted below) from the Employer in excess of
                           $80,000 for the preceding Plan Year and, if elected
                           by the Employer for a Plan Year in accordance with
                           Section 414(q)(1)(B)(ii) of the Code, was in the
                           top-paid group of the Employer for the preceding Plan
                           Year. The "top-paid group" referred to in the
                           preceding sentence consists of the 20% most highly
                           compensated employees of the Employer ranked on the
                           basis of compensation received during the next prior
                           Plan Year. For the purposes of determining the number
                           of



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                           employees in the "top-paid group" referred to in the
                           preceding sentence, employees described in Code
                           Section 414(q)(5) and Q&A 9(b) of Section 1.414(q)-IT
                           of the Treasury Regulations are excluded.


                                    In making the above determination, "Section
                           415 Compensation" shall include elective
                           contributions made by the Employer on behalf of the
                           Employee that are not includible in gross income
                           under Section 125 (cafeteria plan), Section 402(e)(3)
                           (401(k) plan), or Section 402(h) (simplified employee
                           pension plan) of the Code. Effective January 1, 2001,
                           "Section 415 Compensation" shall also include any
                           elective amount that is not includible in the gross
                           income of the Employee by reason of Section 132(f)(4)
                           of the Code. The $80,000 amount is indexed and shall
                           be adjusted pursuant to Treasury Regulations.
                           Furthermore, solely for purposes of this Section
                           2.1(aj), "Employer" shall include any Affiliated
                           Company.

         6.       Effective on January 1, 1998, Section 2.1(am) is amended to
                  provide as follows:


                  (am) Key Employee: Any Employee or former Employee (and his
                  Beneficiaries) who, at any time during the Plan Year which
                  includes the Determination Date, or any of the preceding four
                  (4) Plan years, is

                           (A)      An officer of the Company or any Affiliated
                           Company having annual Section 415 Compensation from
                           the Company and any Affiliated Companies greater than
                           50 percent of the limitation in effect under Section
                           415(b)(1)(A) of the Code for any such Plan Year;

                           (B)      One of the ten Employees having annual
                           Section 415 Compensation from the Company and any
                           Affiliated Companies greater than the limitation in
                           effect under Section 415(c)(1)(A) of the Code and
                           owning (or considered as owning within the meaning of
                           Section 318 of the Code) both more than a one-half
                           percent (0.5%) interest and the largest percentage
                           ownership interests in the Company or any of the
                           Affiliated Companies.

                           (C)      A 5-percent Owner; or

                           (D)      A 1-percent Owner (defined as any person who
                  would be a 5-percent Owner if "one percent (1%)" were
                  substituted for "five percent (5%)" each place it appears in
                  Section 2.1(ag)) having annual Section 415 Compensation from
                  the Company and any Affiliated Companies of more than
                  $150,000.


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For purposes of determining the number of officers taken into account pursuant
to Treasury Regulation Section 1.416-1, employees described in Section 414(q)(5)
of the Code shall be excluded.

         7.       Section 2.1(ay) is amended to provide as follows:

                  (ay) Section 415 Compensation: Wages within the meaning of
                  Section 3401(a) of the Code for purposes of income tax
                  withholding and all other payments of compensation to the
                  Employee by the Employer and all Affiliated Companies for
                  which the Employer is required to furnish to the Employee a
                  written statement under Sections 6041(d) and 6051(a)(3) of the
                  Code, determined without regard to any rules under Section
                  3401(a) of the Code that limit the remuneration included in
                  wages based on the nature or location of the employment or the
                  services performed. Effective on January 1, 1998, Section 415
                  Compensation shall include elective contributions made by the
                  Employer on behalf of the Employee that are not includible in
                  gross income under Section 125 (cafeteria plan), Section
                  402(e)(3) (401(k) plan) or Section 402(h) (simplified employee
                  pension plan) of the Code. Effective on January 1, 2001,
                  Section 415 Compensation shall also include elective amounts
                  that are not includible in the gross income of the Employee
                  under Section 132(f)(4) of the Code. The Employer's intent is
                  to conform this definition of Section 415 Compensation to the
                  alternative definition permitted in Treasury Regulation
                  Section 1.415-2(d)(11)(i), which is equivalent to the items
                  reported as "Wages, Tips and Other Compensation" on Form W-2.

         8.       Section 2.1(bj) is added to provide as follows:


                  (bj)     Leased Employee: Any person who is not an employee of
                  the Employer and who provides services to the Employer if

                                    (i)      Such services are provided pursuant
                           to an agreement between the Employer and a leasing
                           organization,

                                    (ii)     Such person has performed such
                           services for the Employer (or for an Affiliated
                           Company) on a substantially full-time basis for a
                           period of at least one year, and

                                    (iii)    Such services are performed under
                           primary direction or control by the Employer.


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         The determination of whether such person is a Leased Employee shall be
         made in accordance with Section 414(n) of the Code.

         9.       Section 5.3(a) is amended to provide as follows:

                  (a)      Maximum Additions: The total Additions made to the
                  Accounts of a Participant for any Plan Year shall not exceed
                  the lesser of $30,000 (as adjusted from time to time pursuant
                  to Section 415(d) of the Code) or 25 percent (25%) of the
                  Participant's Section 415 Compensation for such Plan Year. If,
                  in any year, as the result of the allocation of Forfeitures, a
                  reasonable error in estimating a Participant's Compensation,
                  or other facts and circumstances to which Treasury Regulation
                  Section 1.415-6(b)(6) shall be applied, the annual Addition
                  exceeds the limits provided in this Section 5.3, such excess
                  amounts shall be held in a suspense account. The amounts in
                  such suspense account shall be allocated to Participant
                  Accounts as of each Valuation Date commencing in the next Plan
                  Year until the suspense account is exhausted, the allocation
                  to be analogous to that provided in Section 5.2(a) with
                  respect to Employer contributions. Income shall not be
                  allocated to such suspense account. Employer contributions for
                  the succeeding Plan Years shall be reduced by the amounts so
                  allocated from the suspense account in each such Plan Year.


                           In addition to this Plan, the Employer maintains the
                  Marsh Supermarkets, Inc. 401(k) Plan (the "401(k) Plan"), a
                  profit sharing plan containing a salary reduction arrangement
                  qualifying under Section 401(k) of the Code, with a limitation
                  year corresponding to the Plan Year. If a Participant is also
                  a participant in the 401(k) Plan, any reduction required by
                  Section 415 of the Code to the Additions under this Plan and
                  the "annual additions" (as that term is defined in Section
                  415(c)(2) of the Code) for the Plan Year credited to such
                  Participant's accounts in the 401(k) Plan shall be first made
                  in this Plan.

         10.      Effective on January 1, 2000 Section 5.3(b) denominated
"Multiple Plan Reduction" and Section 5.3(c) denominated "Adjustments for
Top-Heavy Plan Year" shall be deleted in their entirety.

         11.      Section 6.1(e) is amended to provide as follows:

                  (e)      Age 70 1/2: For Participants who attain age 70 1/2on
                  or after January 1, 1997, but prior to January 1, 2002,
                  distribution shall commence not later than the April 1 next
                  following the calendar year in which such Participant attains
                  age 70 1/2whether or not the Participant remains in the employ
                  of the Employer or an Affiliated Company; provided, however,
                  that such a Participant who is not a


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                  5-Percent Owner may elect to have his distribution commence
                  not later than the April 1 next following the calendar year in
                  which such Participant retires. A Participant receiving
                  distributions pursuant to this Section 6.1(e) as of January 1,
                  1997, who has not retired and who is not a 5-Percent Owner,
                  may elect to cease receiving such distributions until the
                  April 1 next following the calendar year in which such
                  Participant retires.


                           For Participants who attain age 70 1/2 on or after
                  January 1, 2002, except for a 5-Percent Owner, distribution
                  shall commence not later than the April 1 following the
                  calendar year in which a Participant retires. For a 5-Percent
                  Owner, distribution shall commence not later than the April 1
                  next following the calendar year in which such Participant
                  attains age 70 1/2 whether or not he remains in the employ of
                  the Employer or an Affiliated Company.


                           Such distribution of a Participant's benefits shall
                  be made in accordance with the following requirements and
                  shall otherwise comply with Section 401(a)(9) of the Code and
                  the Treasury Regulations thereunder (including Regulation
                  Section 1.401(a)(9)-2). With respect to distributions under
                  this Section 6.1(e) for calendar years prior to January 1,
                  2002, in accordance with Section 401(a)(9) of the Code and the
                  Treasury Regulations thereunder, for purposes of determining
                  the maximum period over which distributions must be made under
                  Section 401(a)(9) of the Code, a Participant (or his spouse,
                  if applicable) may elect whether or not life expectancy will
                  be recalculated as permitted under Section 401(a)(9)(D) of the
                  Code; provided, however, that such election must be made no
                  later than the first required distribution date under Section
                  401(a)(9) of the Code, after which such election shall be
                  irrevocable. Absent such an election, life expectancies shall
                  be recalculated.

                           With respect to distributions under this Section
                  6.1(e) made for calendar years commencing on or after January
                  1, 2002, the Plan will apply the minimum distribution
                  requirements of Section 401(a)(9) of the Code in accordance
                  with the Regulations under Section 401(a)(9) that were
                  proposed in January 2001, notwithstanding any provision of the
                  Plan to the contrary. This amendment shall continue in effect
                  until the end of the last calendar year beginning before the
                  effective date of final regulations under Section 401(a)(9) of
                  the Code or such other date as may be specified in guidance
                  published by the Internal Revenue Service.



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12.      Section 8.4 is amended to provide as follows:

         8.4      Committee Powers and Duties: The Committee shall have all
         power and authority (including absolute discretion with respect to the
         exercise of that power and authority) necessary, properly advisable,
         desirable or convenient for the performance of its duties. Any decision
         by the Committee shall be conclusive and binding on all persons subject
         to the claims review procedures described in Section 8.3 and subject to
         judicial review only where it is shown by clear and convincing evidence
         that the Committee acted in an arbitrary and capricious manner. The
         duties of the Committee shall include, but not by way of limitation,
         the following:

                  (a)      to construe and interpret the Plan, decide all
                  questions of eligibility, and determine the amount, manner and
                  time of payment of any benefits hereunder;

                  (b)      to prescribe procedures to be followed by
                  Participants or Beneficiaries in filing applications for
                  benefits;

                  (c)      to appoint or employ individuals to assist in the
                  administration of the Plan and any other agents it deems
                  advisable, including legal and actuarial counsel;

                  (d)      to formulate written procedures to determine the
                  qualified status of domestic relations orders pursuant to
                  Section 414(p)(6) of the Code and to administer payment of
                  benefits in accordance with such orders as are concluded to be
                  qualified;

                  (e)      to determine whether to offer to Participants the
                  right to elect a distribution in the form of cash; and

                  (f)      to authorize delivery and payment by the Trustee of
                  Company Stock and cash under the Plan.


                  In performing its duties, the Committee shall have
         discretionary authority to grant or deny benefits under this Plan.
         Notwithstanding the foregoing sentence, the Committee shall have no
         power to add to, subtract from or modify any of the terms of the Plan,
         or to change or add to any benefits provided by the Plan, or to waive
         or fail to apply any requirements of eligibility for a benefit under
         the Plan.



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         13.      Section 9.8 is amended to provide as follows:

                  9.8      Leased Employees. Notwithstanding any other
                  provisions of the Plan, for purposes of determining the number
                  or identity of Highly Compensated Employees and for purposes
                  of the pension requirements of Section 414(n)(3) of the Code,
                  the employees of the Employer shall include Leased Employees.

         14.      Effective on October 13, 1996, Section 9.9 denominated "Gender
Number" is redesignated as Section 9.11, and Section 9.9 is replaced to provide
as follows:

                  9.9      Qualified Military Service. Effective October 13,
                  1996, with respect to affected Employees who are re-employed
                  on or after December 12, 1994, and notwithstanding any
                  provision of this Plan to the contrary, contributions,
                  benefits, and service credit with respect to qualified
                  military service will be provided in accordance with Section
                  414(u) of the Code.

         15.      Section 9.10 is added to provide as follows:

                  9.10     Certain Judgments, Orders, Decrees and Settlements:
                  Effective for judgments, orders and decrees issued, and
                  settlements entered into, on or after August 5, 1997, the Plan
                  shall be permitted to offset all or a portion of a
                  Participant's Vested Benefit against an amount that the
                  Participant is ordered or required to pay to the Plan if the
                  order or requirements to pay arises in connection with:

                                    (i)      the Participant's conviction for a
                           crime involving the Plan; or

                                    (ii)     a civil judgment (or consent order
                           or decree) entered by a court in an action brought in
                           connection with a violation of the fiduciary
                           provisions of ERISA; or

                                    (iii)    a settlement agreement between the
                           Secretary of Labor and the Participant in connection
                           with a violation (or alleged violation) of the
                           fiduciary provisions of ERISA.


                           To be effective, the judgment, order, decree or
                  settlement agreement establishing such liability must
                  expressly provide that the Participant's Vested Benefit under
                  the Plan be offset to satisfy such liability. If the
                  Participant is married at the time his benefit under the Plan
                  is offset to satisfy the liability, spousal consent to such
                  offset is required to the extent otherwise required under this
                  Plan unless the spouse is also required to pay an amount to
                  the Plan in the


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                  judgment, order, decree or settlement or unless the judgment,
                  order, decree or settlement provides a fifty percent (50%)
                  survivor annuity to the spouse. The provisions of this Section
                  9.10 are to be interpreted in accordance with Section
                  410(a)(13)(C) of the Code.

         16.      Section 10.2 is amended to provide as follows:

                  10.2     Limitation on Amendments: No amendment to this Plan
                  shall have the effect of reducing the amount then credited to
                  the Accounts of any Participant or of causing the
                  nonforfeitable percentage of the accrued benefit derived from
                  Employer contributions (determined as of the later of the date
                  such amendment is adopted or the date such amendment becomes
                  effective) of any Participant to be less than his
                  nonforfeitable percentage computed without regard to such
                  amendment. For the purposes of this Section 10.2, a Plan
                  amendment which has the effect of eliminating or reducing an
                  early retirement benefit or eliminating an optional form of
                  benefit (as provided in Treasury Regulations) with respect to
                  benefits attributable to service before the amendment shall be
                  treated as reducing the amount credited to the Accounts of a
                  Participant.

         17.      Effective on January 1, 2000, Section 13.1 is amended to
                  provide as follows:

                  13.1     Top-Heavy Plan Requirements: For any Top-Heavy Plan
                  Year, the Plan shall provide the following:

                           (a)      Special vesting requirements of Section
                           416(b) of the Code pursuant to Section 6.7 of the
                           Plan; and

                           (b)      A Minimum Benefit required by Section 416(c)
                           of the Code pursuant to Sections 4.6 and 5.4 of the
                           Plan.




                            [Signature page follows]




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         IN WITNESS WHEREOF, Marsh Supermarkets, Inc. has caused this amendment
to be executed this ___ day of December, 2001, effective as of January 1, 1997
(except for such other dates as may be noted herein), by its duly authorized
officers.




                                   MARSH SUPERMARKETS, INC.



                                   By: /s/ Don E. Marsh
                                      -----------------------------------------
                                           Don E. Marsh
                                           Chairman of the Board



                                   By: /s/ P. Lawrence Butt
                                      -----------------------------------------
                                           P. Lawrence Butt
                                           Secretary


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