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                                                                  Exhibit 10(aj)

                                SECOND AMENDMENT
                                     TO THE
                           MARSH EQUITY OWNERSHIP PLAN
                 (as amended and restated as of January 1, 1989)


         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 amended the Plan effective as of January 1, 1997
to implement the "GUST" changes required as a result of Federal legislation, and
the Company received a favorable determination letter from the Internal Revenue
Service dated June 13, 2002 with respect to this amendment; and

         WHEREAS, the Company now intends to amend the Plan to comply with
changes required by the Economic Growth and Tax Relief Reconciliation Act of
2001 ("EGTRRA"); and

         WHEREAS, the Company intends that this Second Amendment shall
constitute good faith compliance with EGTRRA and shall be construed in
accordance with EGTRRA and guidance issued thereunder.

         NOW, THEREFORE, in consideration of the premises, effective as of
January 1, 2002 (except for such other dates as may be noted for certain
provisions), the Company hereby amends the Plan in the following respects:

         1.       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 insurance plan, maintained for the benefit of
         such Participant. Compensation shall include (i) any salary reduction
         or elective contributions made by the Employer on behalf of the
         Employee that are not


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         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 and (ii) elective amounts that are not includible in
         the gross income of the Employee under Section 132(f)(4) or Section 457
         of the Code. Compensation in excess of the first $200,000 (as adjusted
         frpm time to time pursuant to Section 401(a)(17)(B) of the Code) for
         any Employee shall not be taken into account.

         2.       Effective for distributions on or after January 1, 2002,
         Section 2.1(t) is amended to provide as follows:

                  (t)      Eligible Retirement Plan.  Any of the following:

                           (i)      a qualified trust as described in Code
                  Section 401(a) which is exempt from tax under Code Section
                  501(a);

                           (ii)     an individual retirement account as
                  described in Code Section 408(a);

                           (iii)    an individual retirement annuity as
                  described in Code Section 408(b);

                           (iv)     an annuity plan as described in Code Section
                  403(a);

                           (v)      an annuity contract as described in Code
                  Section 403(b); and

                           (vi)     an eligible plan under Code Section 457(b)
                  which is maintained by a state, political subdivision of a
                  state, or any agency or instrumentality of a state or
                  political subdivision of a state.

         The foregoing definition of "Eligible Retirement Plan" shall also apply
         in the case of a distribution to a surviving spouse, or to a spouse or
         former spouse who is the alternate payee under a qualified domestic
         relations order as defined in Section 414(p) of the Code.

         3.       Effective for distributions on or after January 1, 2002,
Section 2.1(u) is amended to provide as follows:

                  (u)      Eligible Rollover Distribution. Any distribution of
         all or any portion of the balance to the credit of the Distributee,
         except that an Eligible Rollover Distribution does not include any of
         the following:

                           (i)      any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) over the life (or life expectancy) of the
                  Distributee or the joint lives (or joint life expectancies) of
                  the Distributee and the Distributee's designated Beneficiary,

                           (ii)     a distribution over a period certain of ten
                  years or more,




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                           (iii)    a distribution to the extent such
                  distribution is required under Code Section 401(a)(9) for
                  Participants who have attained age 70 1/2,

                           (iv)     the portion of any distribution that is not
                  includible in gross income (determined without regard to the
                  exclusion for net unrealized appreciation with respect to
                  Company Stock), or

                           (v)      any distribution that is made on account of
                  "financial hardship" with respect to a Participant.

         4.       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 from the
                  Employer in excess of $80,000 for the preceding Plan Year. 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.

         5.       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 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 $130,000 (as
                  adjusted pursuant to Section 416(i)(1) of the Code) for such
                  Plan Year;

                           (b)      A 5-percent Owner; or

                           (c)      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.

         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.



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         6.       Section 2.1(an') is added to provide as follows:

                  (an')    Marsh 401(k) Plan. Marsh Supermarkets, Inc. 401(k)
         Plan, originally established as of January 1, 1993, as amended from
         time to time.

         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. The term "Section 415 Compensation" shall include (i) salary
         reduction or 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, and (ii) elective
         amounts that are not includible in the gross income of the Employee
         under Section 132(f)(4) or Section 457 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 5.3 is amended to provide as follows:

                  5.3      Maximum Additions. Notwithstanding anything contained
         herein to the contrary, the total Additions made to the Account of a
         Participant for any Plan Year shall not exceed the lesser of:

                           (i)      $40,000 (as adjusted from time to time
                  pursuant to Section 415(d) of the Code); or

                           (ii)     100 percent (100%) of the Participant's 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.


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         In addition to this Plan, the Employer maintains the Marsh 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 Marsh 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 Marsh 401(k) Plan
         shall be first made in this Plan.

         9.       Section 5.4 is amended to provide as follows:

                  5.4      Allocation of Top-Heavy Special Contribution to
         Provide Minimum Benefit:

                           (a)      For any Top-Heavy Plan Year, the special
                  contribution described in Section 4.6 shall be allocated to
                  the MEOP Account of each Non-Key Employee in an amount
                  sufficient to provide the Minimum Benefit described by the
                  following test:

                  The sum of Employer contributions allocated during the Plan
                  Year to the MEOP Account of each Participant who is a Non-Key
                  Employee shall be at least as great as a percentage of such
                  Non-Key Employee's Section 415 Compensation (limited to
                  $200,000, as adjusted from time to time pursuant to Section
                  401(a)(17)(B). Such percentage shall be equivalent to the
                  highest ratio for a Key Employee for that Plan year of:

                                    (1)      Employer contributions allocated to
                           the MEOP Account of the Key Employee, to

                                    (2)      the Section 415 Compensation of the
                           Key Employee (limited to $200,000, as adjusted from
                           time to time pursuant to Section 401(a)((17)(B) of
                           the Code);

                  provided, however, that such percentage shall not exceed three
                  percent (3%).

                  This Minimum Benefit shall be provided in every Top-Heavy Plan
                  Year to each Participant who is a Non-Key Employee and who has
                  not terminated employment with the Employer as of the end of
                  the Plan Year, and who would not otherwise receive the Minimum
                  Benefit in the amount for such Non-Key Employee required to
                  satisfy the test for the Minimum Benefit as stated in the
                  first paragraph of this Section 5.4(a), regardless of whether
                  such Participant attained a Year of Vesting Service during
                  such Plan Year.

                  The provisions of this Section 5.4 shall not apply, and no
                  Employer special contribution pursuant to Section 4.6 shall be
                  required, for any Non-Key Employee to the extent that such
                  Non-Key Employee is a participant in the Marsh 401(k)


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                  Plan or in another defined contribution plan included with
                  this Plan in a Required or Permissive Aggregation Group (as
                  those terms are defined in Section 13.2(c) and (d)) and the
                  Employer has provided an allocation of the minimum benefit
                  applicable to top-heavy plans in such other defined
                  contribution plan.

                           (b)      For any Top-Heavy Plan Year, if the Plan is
                  part of a Required Aggregation Group (as that term is defined
                  in Section 13.2(d)) that includes a defined benefit pension
                  plan, the minimum benefit required by Section 416 of the Code
                  shall be provided to each Participant who is a Non-Key
                  Employee and who participates in both this Plan and the
                  defined benefit plan in the following manner:

                                    (1)      For those Participants to whom the
                           defined benefit minimum benefits are accruing under
                           the terms of the defined benefit plan, and in
                           accordance with Section 416(c)(1) of the Code, no
                           Minimum Benefit shall be provided under this Plan or
                           under the Marsh 401(k) Plan.

                                    (2)      For those Participants who are
                           Non-Key Employees and to whom such defined benefit
                           minimum benefits are not accruing, the Employer shall
                           contribute to the MEOP Account of each such Non-Key
                           Employee (to the extent that the Minimum Benefit is
                           not provided under the Marsh 401(k) Plan) an amount
                           sufficient to provide a Minimum Benefit so that
                           Employer contributions for the Plan Year allocated to
                           the MEOP Account of such non-Key Employee, when added
                           to the Employer contributions (excluding elective
                           deferrals) and forfeitures allocated to such Non-Key
                           Employee under the Marsh 401(k) Plan for the
                           corresponding Plan Year, shall equal five percent
                           (5%) of such Non-Key Employee's Section 415
                           Compensation (limited to $200,000, as adjusted from
                           time to time pursuant to Section 401(a)(17)(B) of the
                           Code).

                           (c)      For purposes of this Section 5.4, the term
                  "Employer contributions" shall not include any Forfeitures,
                  but shall include Company Stock released and allocated form
                  the Suspense Account or from the Stock Purchase Account,
                  Company Stock contributed in kind, and cash contributions
                  allocated to the Other Investments Sub-Accounts.

         10.      Section 6.15 is amended to provide as follows:

                  6.15     Direct Rollovers. Notwithstanding any provision of
         the Plan to the contrary that would otherwise limit a Distributee's
         election under this Section 6.15, a Distributee may elect, at the time
         and in the manner prescribed by the Committee, to have any portion of
         an Eligible Rollover Distribution paid directly to an Eligible
         Retirement Plan specified by the Distributee in a Direct Rollover,
         provided that the recipient Eligible Retirement Plan accepts rollover
         contributions, and effective for distributions on or after January 1,
         2002, in the case of an eligible governmental plan described in clause
         (vi) of Section 2.1(t), such governmental plan separately accounts for
         amounts transferred into such plan from this Plan. The Plan provisions
         otherwise applicable to distributions


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         continue to apply to this Direct Rollover option. The Distributee
         shall, in the time and manner prescribed by the Committee, specify the
         amount to be directly transferred and the Eligible Retirement Plan to
         receive the transfer. Any portion of a distribution which is not
         transferred shall be distributed to the Distributee in the form
         specified in Section 6.10.

         11.      Section 13.2(b)(3) is amended to provide as follows:

                  (3)      any distributions to such Participant or his
         Beneficiary made within the Plan Year that includes the Determination
         Date and any distributions made for a reason other than separation from
         service, death or disability within the four (4) preceding Plan Years
         (including distributions under a terminated plan which, if it had
         continued in existence, would be part of a Required Aggregation Group);

         12.      Section 13.3(c)(1) is amended to provide as follows:

                  (1)      The Interest or accrued benefit of an individual
         shall not be taken into account if that individual did not perform any
         services for the Employer at any time during the one-year period ending
         on the Determination Date.

         IN WITNESS WHEREOF, Marsh Supermarkets, Inc. has caused this amendment
to be executed this 31st day of December, 2002, effective as of January 1, 2002
(except for such other dates as may be noted herein), by its duly authorized
officers.


                                MARSH SUPERMARKETS, INC.

                                By: /s/
                                   ----------------------------------
                                Title:
                                      -------------------------------

ATTEST:

       /s/
-----------------------------------


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