Second Amendment to the Marsh Deferred Compensation Plan


     This Second Amendment to the Marsh Deferred Compensation Plan is adopted by MarshSupermarkets, Inc. (“the Company”), effective December 20, 2005.
     A. The Company adopted the Marsh Deferred Compensation Plan (the “Plan”), effectiveJanuary 1, 1997, and adopted a First Amendment, effective January 1, 2004.
     B. Effective January 1, 2005, the Plan became subject to Section 409A of the Internal ReviewCode of 1986 (“Section 409A”). Pursuant to regulatory guidance under Section 409A, the Company mayamend the Plan to offer each Participant a new payment election with respect to his accruedbenefits under the Plan, without subjecting those payments to adverse taxation under Section 409A,if the amendment and the elections are effected during calendar year 2005.
     C. Pursuant to the Company’s amendment right under Plan Section 8.1, the Company hasdetermined to amend the Plan to provide Participants an election to receive payment in full oftheir Plan benefits by payments on specified dates and to make other changes to comply withSection 409A.
     D. Pursuant to the Company’s termination right under Plan Section 8.2, the Company hasdetermined to terminate the Plan at the end of calendar year 2005.
     The Marsh Deferred Compensation Plan is hereby amended, effective December 20,2005, as follows:
     1. Article V of the Plan is amended to add a new Section 5.8, to read asfollows:



     5.8 Special Payment Election. Each Participant may elect, beforeDecember 28, 2005, to receive payment of his Plan balance as of December 31, 2005,in full satisfaction of all his benefits and other interests under the Plan. If aParticipant elects to receive the special payments, the Company shall make thepayments on the applicable dates. In the event that the Company consummates, beforepayment of all installments, a transaction that, at the time of shareholderapproval, constituted a Change in Control within the meaning of Section 2.1(h)(4) ofthis Plan, the Company will pay the amount of all unpaid installments on theconsummation date. If a Participant does not elect to receive the special payments,the Participant shall remain eligible to receive payment of his benefits, in anamount determined as of December 31, 2005, according to the other terms of Article Vof the Plan.
     2. Section 8.2 is amended to read as follows:
     8.2 Termination. Effective at the end of December 31, 2005, the Plan isterminated. Upon Plan termination, the crediting under the Plan of all ElectiveDeferrals, Employer Matching Amounts, Grandfathered Benefit Amounts, and ProfitBased Matching Amounts, and the crediting of earning on such Accounts, shall cease.For any Participant who does not make a special payment election pursuant to Section5.8, the Participant will receive payment of his Plan benefits in the amounts, inthe forms, and at the times otherwise provided under Article V.
     3. Article XII is amended to add a new Section 12.6 to read as follows:
     12.6 The Plan shall be interpreted and applied in a manner consistent with thestandards for nonqualified deferred compensation plans established by Code Section409A and its interpretive regulations and other regulatory guidance (the “Section409A Standards”). To the extent that any terms of the Plan would subject anyParticipant to gross income inclusion, interest, or additional tax pursuant to CodeSection 409A, those terms are to that extent superseded by the applicable Section409A Standards.
  By:      /s/ Douglas W. Dougherty   
    Douglas W. Dougherty   
    Senior Vice President,Chief Financial Officer andTreasurer