SUPPLEMENTAL RETIREMENT PLAN OF


                                                                  EXHIBIT 10(as)


                             THIRD AMENDMENT TO THE
                         SUPPLEMENTAL RETIREMENT PLAN OF
                    MARSH SUPERMARKETS, INC. AND SUBSIDIARIES

                  This Third Amendment to the Supplemental Retirement Plan of
Marsh Supermarkets, Inc. and Subsidiaries is adopted by Marsh Supermarkets, Inc.
("the Company") effective December 26, 2005.

                                   BACKGROUND

                  A. The Company amended and restated the Supplemental
Retirement Plan of Marsh Supermarkets, Inc. and Subsidiaries (the "Plan"),
effective January 1, 1997; adopted a First Amendment, effective December 31,
1998; and adopted a Second Amendment, effective February 19, 2004.

                  B. Effective January 1, 2005, the Plan became subject to
Section 409A of the Internal Review Code of 1986 ("Section 409A"). Pursuant to
regulatory guidance under Section 409A, the Company may amend the Plan to offer
each Participant a new payment election with respect to his accrued benefits
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. To enhance shareholder value, the Company has determined to
terminate the Plan as of December 31, 2005, to provide Participants a special
election to receive payment in full of Plan benefits in three equal installments
on January 9, 2006, June 26, 2006, and January 9, 2007, and to make other
changes to comply with Section 409A.







                                    AMENDMENT

                  The Supplemental Retirement Plan of Marsh Supermarkets, Inc.
and Subsidiaries is hereby amended, effective December 26, 2005, as follows:

                  1. Section 2.2 is amended to add a new subsection (c) to read
as follows:

                  (c)      The Plan shall be interpreted and applied in a manner
                           consistent with the standards for nonqualified
                           deferred compensation plans established by Code
                           Section 409A and its interpretive regulations and
                           other regulatory guidance (the "Section 409A
                           Standards"). To the extent that any terms of the Plan
                           would subject any Participant to gross income
                           inclusion, interest, or additional tax pursuant to
                           Code Section 409A, those terms are to that extent
                           superseded by the applicable Section 409A Standards.

                  2. Article IV of the Plan is amended to add a new Section 4.6
to read as follows:

         4.6.     Special Payment Election. Each Participant may elect, before
                  December 28, 2005, to receive payments in equal installments
                  of principal, without interest, on January 9, 2006, June 26,
                  2006, and January 9, 2007, in full satisfaction of all his
                  benefits and other interests under the Plan. The Company shall
                  determine the payment amounts available to each Participant on
                  those dates (the "Scheduled Payments"), using any assumptions
                  that it, in its sole discretion, deems appropriate, and shall
                  inform the Participant of those available amounts. As a
                  condition to the Participant's right to receive the Scheduled
                  Payments, the Company may require the Participant to execute a
                  release of claims with respect to the Plan and to take any
                  additional action that the Company, in its sole discretion,
                  deems appropriate. If a Participant elects to receive the
                  Scheduled Payments, the Company shall make the Scheduled
                  Payments on the applicable dates. In the event that the
                  Company consummates, before payment of all Scheduled Payments,
                  a transaction that, at the time of shareholder approval,
                  constituted a Change in Control within the meaning of Section
                  2.1(d)(4) of this Plan, the Company will pay the amount of all
                  unpaid Scheduled Payments on the consummation date. If a
                  Participant does not elect to receive the Scheduled Payments,
                  the Participant shall continue to participate in the Plan and
                  shall remain eligible to receive payment of his Supplemental
                  Retirement Benefit, as limited by Section 6.8, according to
                  the other terms of the Plan.

                  3. Article IV of the Plan is amended to add a new Section 4.7
to read as follows:



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         4.7      Key Employees. Despite any other provisions of the Plan to the
                  contrary, a Participant's Supplemental Retirement Benefit
                  otherwise payable upon termination of employment will be paid
                  as provided in this Section if (a) the Participant is a "key
                  employee" within the meaning of Code section 416(i) and (b)
                  the Company has stock that is publicly traded on an
                  established securities market or otherwise. In that event, the
                  Participant's Supplemental Retirement Benefit payments will
                  commence with the seventh month following the month in which
                  the Participant's employment termination occurs, and the first
                  payment will be in an amount equal to seven times the regular
                  monthly benefit amount.

                  4. Section 6.5 of the Plan is amended to read as follows:

         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 place assets of the Company in a rabbi trust known as
                  the Marsh Supermarkets Supplemental Income Trust (the
                  "Supplemental Trust"). The amount of assets to be placed in
                  the Supplemental Trust upon the occurrence 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 Retirement Plan using the
                  assumptions contained in the definition of Actuarial
                  Equivalent in the Retirement Plan for determining lump sum
                  distributions after July 1, 1997. The Supplemental Trust shall
                  conform to the model form of rabbi trust agreement approved by
                  the Internal Revenue Service in Revenue Procedure 92-64 (as
                  amended from time to time) or in any successor thereto.

                  5. Article VI of the Plan is amended to add a new Section 6.8
to read as follows:

         6.8.     Plan Freeze and Termination. Effective December 31, 2005, the
                  Plan is terminated. For purposes of computing a Participant's
                  Supplemental Retirement Benefit amount under Section 4.1, each
                  Participant's Final Monthly Compensation and Final Average
                  Incentive Compensation shall be determined as if the
                  Participant had terminated employment on December 31, 2005,
                  and each Participant's Vesting Service shall not exceed his
                  years of Vesting Service as of December 31, 2005. For any
                  Participant who does not make a special payment election
                  pursuant to Section 4.6, the Participant will receive payment
                  of his Supplemental Retirement Benefit in the amounts, in the
                  forms, and at the times otherwise provided under Article IV.




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                                               MARSH SUPERMARKETS, INC.



                                               By: /s/ DOUGLAS W. DOUGHERTY
                                                   -----------------------------
                                                   Douglas W. Dougherty
                                                   Senior Vice President, Chief
                                                     Financial Officer and
                                                     Treasurer




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