<PAGE>

                                 EXHIBIT 10 (al)

                                SECOND AMENDMENT
                                       TO
                          SUPPLEMENTAL RETIREMENT PLAN
                                       OF
                    MARSH SUPERMARKETS, INC. AND SUBSIDIARIES
 (AS AMENDED AND RESTATED AS OF JANUARY 1, 1997 AND AMENDED AS OF DECEMBER 31,
                                     1998)

      WHEREAS, Marsh Supermarkets, Inc. (the "Corporation") adopted the
Supplemental Retirement Plan of Marsh Supermarkets, Inc. and Subsidiaries (as
amended and restated as of January 1, 1997) and a First Amendment thereto,
effective as of December 31, 1998 (the "Plan"); and

      WHEREAS, the Compensation Committee of the Board of Directors of the
Corporation recommended to the Board of Directors that the Plan be amended,
effective February 19, 2004, to modify the benefit formula of the Plan for
certain participants designated by the Board of Directors after January 1, 2004;
and

      WHEREAS, on February 19, 2004, the Board of Directors of the Corporation
approved the amendment of the Plan as recommended by the Compensation Committee;

      NOW, THEREFORE, effective February 19, 2004, the Plan be and hereby is
amended by modifying Section 4.1 of the Plan to read as follows:

      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 with less than
            20 years of Vesting Service as of the date of such designation, 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; or

      (c)   For a Participant designated after December 31, 1996, with 20 years
            or more of Vesting Service as of the date of such designation, 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.

      IN WITNESS WHEREOF, the Corporation has caused this amendment to be
executed by its duly authorized officers as of the 19th day of February 2004.

                                               MARSH SUPERMARKETS, INC.

                                               By:  /s/ Don E. Marsh
                                                    ----------------------------
                                                        Don E. Marsh
Attest:  /s/ P. Lawrence Butt                           Chief Executive Officer
         ------------------------------
          P. Lawrence Butt, Secretary