<PAGE>
                                                                  Exhibit 10(af)

                          SUPPLEMENTAL RETIREMENT PLAN

                                       OF

                    MARSH SUPERMARKETS, INC. AND SUBSIDIARIES

                  As Amended and Restated as of January 1, 1997

                                   ARTICLE I.
                                     PURPOSE

1.1      Purpose. The Supplemental Retirement Plan of Marsh Supermarkets, Inc.
         and Subsidiaries is designed to provide retirement benefits to
         designated management and highly compensated employees of Marsh
         Supermarkets, Inc. ("Marsh")or its wholly-owned subsidiaries and their
         beneficiaries in excess of the benefits payable under the Employees'
         Pension Plan of Marsh Supermarkets, Inc. and Subsidiaries.

                                  ARTICLE II.
                          DEFINITIONS AND CONSTRUCTION

2.1      Definitions. The following words and phrases used herein shall have the
         following meanings:

         (a)      Administrator: Marsh Supermarkets, Inc.

         (b)      Board of Directors: The Board of Directors of Marsh
                  Supermarkets, Inc.

         (c)      Cause: A felony conviction or a failure to contest prosecution
                  of a felony, or willful misconduct or dishonesty, any of which
                  is directly and materially harmful to the business and
                  reputation of the Company.

         (d)      Change in Control: The happening of any one of the following
                  events:

                  (1)      Marsh shall cease to be a publicly-owned corporation
                           having its outstanding common stock traded in the
                           over-the-counter market or other national exchange;
                           or

                  (2)      Any person or entity, including a "group" (as defined
                           in section 13 (d)(3)of the Securities Exchange Act of
                           1934), other than the Company or any benefit plan of
                           the Company, is or becomes the beneficial owner,
                           directly or indirectly, of securities of the Marsh
                           representing 35% or more of the combined voting power
                           of the

<PAGE>

                           Marsh's then outstanding securities that may be cast
                           for the election of directors of Marsh; or

                  (3)      During any period of two (2) consecutive years,
                           individuals who at the beginning of such period
                           constitute the Board of Directors cease for any
                           reason to constitute at least a majority thereof,
                           unless the election, or the nomination for election
                           by the Marsh's shareholders, of each director of
                           Marsh first elected during such period was approved
                           by a vote of at least two-thirds of the directors
                           then still in office who were directors at the
                           beginning of any such period; or

                  (4)      The shareholders of the Marsh approve (a) any merger,
                           consolidation or other business combination of Marsh
                           with an other "person", as defined in the Securities
                           Exchange Act of 1934, or any affiliate thereof, other
                           than a merger or consolidation that would result in
                           the outstanding Class A Common Stock of Marsh
                           immediately prior thereto continuing to represent
                           (either by remaining outstanding or by being
                           converted into common stock of the surviving entity)
                           at least sixty percent (60%) of the outstanding Class
                           A Common Stock of Marsh or such surviving entity
                           outstanding immediately after such merger or
                           consolidation; (b) a plan of complete liquidation of
                           Marsh; or (c) any sale, lease, exchange or other
                           transfer (in one transaction or a series of
                           transactions) of all, or substantially all, of the
                           assets of Marsh.

                  Notwithstanding anything contained in this Agreement to the
                  contrary, the Board of Directors may determine that an event
                  otherwise constituting a Change in Control shall not be
                  considered a Change in Control for purposes of this Agreement
                  because such event has been approved by the Board of
                  Directors. Such determination by the Board of Directors shall
                  be effective only if it is made by the Board of Directors
                  prior to the occurrence of the event which would otherwise be
                  a Change in Control or after such event if made by the Board
                  of Directors, a majority of which is composed of the same
                  members as constituted the Board of Directors immediately
                  prior to the event that would otherwise be a Change in
                  Control.

         (e)      Company: Marsh Supermarkets, Inc. or any corporation,
                  partnership, limited liability company which is wholly-owned
                  by Marsh or by Marsh and any wholly-owned subsidiary of Marsh.

         (f)      Final Average Incentive Compensation: An amount equal to the
                  quotient resulting from dividing the largest aggregate
                  Incentive Compensation received by the


                                       2

<PAGE>

                  Participant for any 48 consecutive months within the 120-month
                  period immediately preceding the Participant's date of
                  termination of employment, divided by 48; provided, however,
                  in the event the Participant was not employed by the Company
                  for at least 48 consecutive months prior to his date of
                  termination of employment, Final Average Incentive
                  Compensation shall equal the aggregate Incentive Compensation
                  received by the Participant for each of the months he was
                  employed prior to termination of employment, divided by the
                  number of months the Participant was employed prior to
                  termination of employment.

         (g)      Final Monthly Compensation: The sum of an eligible
                  Participant's (i) annual rate of base salary in effect at the
                  Participant's date of termination of employment divided by 12;
                  and (ii) Final Average Incentive Compensation.

         (h)      Incentive Compensation: The aggregate of incentive
                  compensation and executive bonus received by the Participant
                  from the Company during a calendar year. Any bonus or other
                  compensation which could have been received in cash during a
                  particular calendar year but was deferred and subsequently
                  received in cash in a succeeding calendar year shall be
                  included as incentive compensation hereunder for the year in
                  which it is earned.

         (i)      Participant: A management or highly compensated employee of
                  the Company who has been designated by the Board of Directors
                  to be encompassed by the Plan.

         (j)      Plan: The plan set forth in this instrument as the
                  "Supplemental Retirement Plan of Marsh Supermarkets, Inc. and
                  Subsidiaries", as it may be amended from time to time.

         (k)      Potential Change in Control: The happening of any one of the
                  following events:

                  (1)      The approval by the shareholders of Marsh of an
                           agreement, the consummation of which would result in
                           a Change in Control; or

                  (2)      The acquisition of beneficial ownership, directly or
                           indirectly, by any entity, person or group (other
                           than the Company or any employee benefit plan of the
                           Company) of securities of Marsh representing 5% or
                           more of the combined voting power of Marsh's
                           outstanding securities and the adoption by the Board
                           of Directors of a resolution to the effect that a
                           Potential Change in Control has occurred for purposes
                           of the Plan.

                  Notwithstanding anything contained in this Agreement to the
                  contrary, the Board of Directors may determine that an event
                  otherwise constituting a Potential Change in Control under
                  clause (1) shall not be considered a Potential Change in
                  Control for purposes of this Agreement because such event has
                  been approved by


                                       3

<PAGE>

                  the Board of Directors. Such determination by the Board of
                  Directors shall be effective only if it is made by the Board
                  of Directors prior to the occurrence of the Change in Control
                  or after such event if made by the Board of Directors, a
                  majority of which is composed of the same members as
                  constituted the Board of Directors immediately prior to the
                  event that would otherwise be a Change in Control.

         (l)      Replacement Plan: The portion of the Marsh Deferred
                  Compensation Plan designed to replace the benefits that would
                  have accrued under the Retirement Plan if benefit accruals had
                  not ceased on December 3 1, 1996 (the "Replacement Plan" as
                  described in the summary prepared by Watson Wyatt Company,
                  dated November 11, 1996). The portion of the Marsh Deferred
                  Compensation Plan consisting of the Participant's pre-tax
                  deferrals and the twenty-five percent (25%) Company matching
                  amounts shall be disregarded in determining the value of the
                  benefits from the Replacement Plan.

         (m)      Retirement Committee: The Retirement Committee of the
                  Retirement Plan.

         (n)      Retirement Plan: The Employees' Pension Plan of Marsh
                  Supermarkets, Inc. and Subsidiaries, as amended and restated
                  as of April 1, 1994, and all amendments and restatements now
                  or hereafter applicable thereto, and in effect immediately
                  prior to a Change in Control or a Potential Change in Control,
                  or immediately prior to the date of termination of the
                  Retirement Plan, which event is the first to occur.

         (p)      Supplemental Retirement Benefit: The benefit to which an
                  eligible Participant shall be entitled at Normal Retirement
                  Date pursuant to Section 4.1 of the Plan.

         (q)      Accrued Pension, Actuarial Equivalent, Life Only Pension,
                  Normal Retirement Date, Primary Social Security Benefit,
                  Normal Retirement, Early Retirement, Disability Retirement,
                  Vesting Service, and Total Disability: The same meanings as
                  the definitions of those terms in the Retirement Plan.

2.2      Construction and Governing Law.

         (a)      Singular words shall include the plural and masculine words
                  shall include the feminine, unless the context indicates a
                  distinction.

         (b)      The Plan shall be construed, enforced and administered and the
                  validity determined in accordance with the laws of the State
                  of Indiana.


                                       4

<PAGE>

                                  ARTICLE III.
                            ELIGIBILITY FOR A BENEFIT

3.1      Eligibility. Except as provided for accelerated vesting in the event of
         a Change in Control pursuant to Section 6.5, a Participant shall be
         eligible to receive a Supplemental Retirement Benefit only if the
         Participant's employment with the Company is terminated for any reason
         other than Cause on or after the later of (i) the date Participant
         attains age 55 or (ii) the date the Participant has five (5) years of
         Vesting Service.

                                  ARTICLE IV.
                         SUPPLEMENTAL RETIREMENT BENEFIT

4.1      Amount. The Supplemental Retirement Benefit which a Participant is
         entitled to receive at his Normal Retirement Date shall be equal to the
         excess of whichever of the following, (a) or (b), is applicable:

         (a)      For a Participant designated prior to December 31, 1996, 50%
                  of Final Monthly Compensation; or

         (b)      For a Participant designated after December 31,1996, the sum
                  of (i) 24% of Final Monthly Compensation plus (ii) 2% of Final
                  Monthly Compensation for each year of Vesting Service after
                  the date determined by the Board of Directors in the
                  designation of that employee as a Participant, subject to a
                  maximum limit of 50% of Final Monthly Compensation;

         over the sum of the following amounts (determined as of the date of
         termination of Participant's employment with the Company):

         (x)      the Accrued Pension of the Participant as a Member under the
                  Retirement Plan, payable commencing on Participant's Normal
                  Retirement Date;

         (y)      the Primary Social Security Benefit payable commencing on
                  Participant's Normal Retirement Date; and

         (z)      the Actuarial Equivalent determined at Participant's Normal
                  Retirement Date of the benefit payable to the Participant from
                  the Replacement Plan.

4.2      Payment. Except as hereinafter specifically provided, payment of the
         Supplemental Retirement Benefit shall be made in the same manner and
         subject to the same conditions and Actuarial Equivalent factors as is
         the Accrued Pension under the Retirement Plan with respect to
         provisions for Normal Retirement, Early Retirement and Disability
         Retirement.


                                       5

<PAGE>

4.3      Death Benefit. If a married Participant whose Supplemental Retirement
         Benefit has not commenced, but who would be eligible to receive such
         Supplemental Retirement Benefit if his employment with the Company were
         terminated, should die his spouse, if living, will receive an annuity
         which is equal to the payments that would have been made under the
         Joint and 50% Survivorship Supplemental Retirement Benefit hereunder
         determined as if the Participant had retired with a Joint and 50%
         Survivor Supplemental Retirement Benefit (determined pursuant to
         Section 4.4) on the date of the Participant's death.

4.4      Option. If a Participant is married on the date that Participant's
         Supplemental Retirement Benefit is to commence, such benefit shall be
         paid in the form of a Joint and 50% Survivor Supplemental Retirement
         Benefit calculated in the same manner as the Qualified Joint and 50%
         Survivorship Pension under the Retirement Plan, unless the Participant
         notified the Retirement Committee, in writing within ninety (90) days
         prior to the date that benefits are to commence, of his election to
         receive a monthly amount in the form of a Life Only Supplemental
         Retirement Benefit. The Retirement Committee may, however, in its sole
         discretion and after considering the needs and circumstances of the
         Participant, elect to convert the benefit otherwise payable under the
         Plan to an alternative basis.

                                   ARTICLE V.
                                 ADMINISTRATION

5.1      Administrator and Powers. The Administrator shall delegate
         responsibility for the day-to-day administration of the Plan to the
         Retirement Committee. The Retirement Committee shall have all of the
         power, right, and authority of the Retirement Committee under the
         Retirement Plan with the same effect as if set forth in full herein
         with respect to this Plan. Any determination or decision of the
         Retirement Committee shall be final and conclusive and binding on all
         persons at any time having or claiming to have any interest whatever
         under this Plan.

5.2      Claims Procedure. Prior to a Change in Control or Potential Change in
         Control, the Retirement Committee shall make all determinations as to
         the right of any person to a benefit under the Plan. Any denial by the
         Retirement Committee of a claim for benefits under the Plan by a
         Participant shall be stated in writing by the Retirement Committee and
         delivered or mailed to the Participant at the last known address of
         such persons and such notice shall set forth the specific reasons for
         the denial, written to the best of the Retirement Committee's ability
         in a manner that may be understood without legal or actuarial counsel.
         In addition, the Retirement Committee shall afford a reasonable
         opportunity to any Participant whose claim for benefits has been denied
         for a review of the decision denying the claim. Prior to a Change in
         Control or Potential Change in Control, any review made by the
         Retirement Committee shall be the final review.


                                       6

<PAGE>

                                  ARTICLE VI.
                                  MISCELLANEOUS

6.1      Amendment and Termination. Prior to a Change in Control or a Potential
         Change in Control, the Company reserves the right to amend or terminate
         this Plan at any time and from time to time by resolution of the Board
         of Directors; provided, however, that any amendment or termination of
         this Plan shall not operate retroactively so as to affect adversely any
         vested rights to which a Participant, is entitled under the Plan prior
         to any such action.

6.2      No Alienation of Benefits. A Participant or a spouse of a Participant
         shall not have the right to assign, alienate or otherwise encumber any
         benefit payable under the Plan. All benefits payable to an eligible
         Participant, or his spouse, under the Plan shall be exempt from the
         claims of creditors of the Participant or his spouse.

6.3      No Enlargement of Employment Rights. Nothing contained in the Plan
         shall be construed as (i) a contract of employment between the Company
         and any Participant, (ii) creating any right of a Participant to
         continue in the employment of the Company, or (iii) a limitation of the
         right of the Company to discharge any Participant, with or without
         Cause.

6.4      No Requirement to Fund. Any Supplemental Retirement Benefits shall be
         payable only out of the general assets of the Company, and, except as
         otherwise provided in Section 6.5, the Company shall not be required to
         reserve, or otherwise set aside, funds for the payment of any of the
         obligations hereunder. In all events, any eligible Participant, or his
         Beneficiary, shall be deemed a general creditor of the Company.

6.5      Change in Control or Potential Change in Control. In the event of a
         Change in Control of the Company, a Participant, or his spouse, shall
         have non-forfeitable rights under the provisions of this Plan as in
         effect prior to any such event, including entitlement to payments of
         the Supplemental Retirement Benefits on a deferred basis in the event
         of subsequent termination of employment prior to attainment of either
         age 55 or five (5) years of Vesting Service, or both. Upon a Change in
         Control or a Potential Change in Control or at such other times as the
         Board of Directors may determine, the Company shall either place assets
         of the Company in a trust known as the Marsh Supermarkets Supplemental
         Income Trust (the "Supplemental Trust") or distribute assets to
         Participants or to trusts or other accounts designated by Participants.
         The determination as to whether assets are place in the Supplemental
         Trust or distributed to Participants (or to trusts or other accounts
         designated by Participants) shall be made by Marsh in its sole
         discretion. The amount of assets to be placed in the Supplemental Trust
         or distributed to Participants or to trusts or other accounts
         designated by Participant in the event of a Change in Control or
         Potential Change in Control shall be an amount sufficient to provide
         payment of all benefits and obligations accrued by all Participants and
         beneficiaries on the date of the Change in Control or Potential Change
         in Control, as determined by the actuary of the


                                       7

<PAGE>

         Retirement Plan using the assumptions contained in the definitions of
         Actuarial Equivalent in the Retirement Plan for determining lump sum
         distributions after July 1, 1997.

6.6      Forfeitures. A Supplemental Retirement Benefit shall not be due or
         payable in the event an eligible Participant who, prior to a Change in
         Control or Potential Change in Control under Section 6.5: (i)
         terminates employment with the Company for the purpose of becoming
         employed by another business which is then engaged in the supermarket
         or convenience food store business in the State of Indiana, or (ii) is
         terminated from employment with the Company for Cause.

6.7      General. Any benefit payable under the Retirement Plan shall be paid
         solely in accordance with the terms and provisions of the Retirement
         Plan, and nothing in this Plan shall operate or be construed in any way
         to modify, amend or affect the terms and provisions of the Retirement
         Plan.

         Dated as of the 1st day of January, 1997.



                                       MARSH SUPERMARKETS, INC.



                                       By: /s/ Don E. Marsh
                                          --------------------------------------
                                          Don E. Marsh, President and Chief
                                          Executive Officer


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


                                       8