EXHIBIT 10.16

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                                                             As Amended Through
                                                             February 12, 2001
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                           SCHULTZ SAV-O STORES, INC.
                          OFFICER ANNUAL INCENTIVE PLAN

1.   Purpose

     The purpose of the Schultz Sav-O Stores, Inc. Officer Annual Incentive Plan
     ("Plan") is to (a) reward Participants on an individual and team basis for
     the achievement of corporate financial goals and objectives which increase
     the economic value of the Company for the benefit of all shareholders; (b)
     provide competitive levels of compensation to its executive officers to
     enable the Company to attract and retain highly qualified and talented
     individuals who are able to exert a significant impact on the economic
     value of the Company for the benefit of all shareholders; (c) encourage
     teamwork and cooperation in the achievement of corporate financial goals
     and objectives; and (d) recognize differences in the performance of
     individual Participants.

2.   Plan Administration

     The Compensation Committee of the Board of Directors (the "Committee")
     shall have full power, authority and responsibility for the design,
     construction, administration and interpretation of the Plan. The Committee
     may from time to time or at any time make such decisions and adopt such
     rules and regulations for the design, construction, administration and
     interpretation of the Plan as it deems appropriate. Any such decision made
     by the Committee shall be final, conclusive and binding upon all
     Participants and any person claiming under or through them. A majority of
     the members of the Committee shall constitute a quorum. All determinations
     of the Committee shall be made by at least a majority of a quorum. Any
     decision or determination reduced to writing and signed by all of the
     members of the Committee shall be fully as effective as if it had been made
     by a unanimous vote at a meeting of the Committee duly called and held.

3.   Definitions

     3.1. "Base Salary" means the dollar amount of a Participant's annual base
          salary actually earned during the Plan Year, without adjustment for
          bonuses (hereunder or otherwise), salary deferrals, value of benefits,
          stock option or other equity-based incentive award grants or
          exercises, imputed income, special payments, amounts contributed to or
          earned under the Company's Retirement Savings Plan or its Executive
          Benefits Restoration Plan or similar existing or future plans.

     3.2. "Base Salary Percentage" means the percentage arrived at by dividing a
          Participant's Base Salary for a specified Plan Year by the aggregate
          Base Salaries of all Participants for the same Plan Year.

     3.3. "Bonus Amount" means a Participant's annual aggregate bonus amount
          which is calculated in the manner set forth in Section 5.1.

     3.4. "Bonus Pool" means the dollar amount of the cash award pool
          established for the specified Plan Year for the distribution of Bonus
          Awards to Participants for such Plan Year, calculated as follows:
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          Bonus Pool = (i) 10% of the dollar amount of the Current Year EVA plus
          (ii) 5% of the dollar amount of the Incremental EVA plus (iii) $25,000
          for each percentage point increase, if any, in net sales of the
          Company for the specified Plan Year over net sales of the Company in
          the preceding Plan Year excluding increases in net sales due to the
          acquisition of other supermarkets or businesses (each as reflected in
          the Company's audited financial statements for such Plan Years,
          subject to adjustment as determined by the Board to take into account
          extraordinary, unusual or nonrecurring events or circumstances).

     3.5. "Company Performance Bonus Pool" shall be equal to twenty-five percent
          (25%) of the Bonus Pool for the specified Plan Year.

     3.6. "Current Year EVA" means the EVA as calculated for the specified Plan
          Year.

     3.7. "Discretionary Bonus" means, with respect to each Participant, an
          amount determined by the Committee based upon the Company's and/or the
          Participant's performance during the Plan Year. The Committee, in its
          sole discretion, shall determine the factors used to establish the
          Discretionary Bonus at the end of each Plan Year. Such factors will
          generally include (i) appreciation in price of the Company's common
          stock, (ii) increases in net sales due to multi-store acquisitions,
          (iii) the occurrence of extraordinary events that affect the Bonus
          Pool that would otherwise be available for the Plan Year, (iv) any
          expansion or increase in the Participant's then current duties and
          responsibilities, (v) any increases in the cost of living, (vi) the
          past performance by the Participant, and (vi) any other pertinent
          factors identified by the other factors that the Committee determines
          to be relevant to the financial performance and growth of the Company.

     3.8. "Economic Value Added" or "EVA" means the NOPAT that remains after
          subtracting the product of the Threshold Rate of Return multiplied by
          the Investment Amount, expressed as follows:

          EVA = NOPAT - [Threshold Rate of Return x Investment Amount]

          EVA may be positive or negative.

     3.9. "Incremental EVA" means the Current Year EVA minus the EVA for the
          prior Plan Year. For purposes of calculating Incremental EVA for the
          1995 Plan Year, the EVA for 1994 was $1,128,000. Incremental EVA may
          not be negative.

     3.10. "Individual Performance Bonus" shall have the meaning set forth in
          Section 5.1.

     3.11. "Individual Performance Bonus Pool" shall be equal to seventy-five
          percent (75%) of the Bonus Pool for the specified Plan Year.

     3.12. "Individual Performance Factor" shall have the meaning set forth in
          Section 5.2.

     3.13. "Investment Amount" means the dollar amount of the Company's average
          investment for the Plan Year, calculated by adding the investment
          reflected on the Company's financial statements as of the end of each
          fiscal quarter, and then dividing by four, where investment is
          determined as follows:

          Investment = indebtedness for borrowed money + shareholders'
          investment + obligations under capital leases


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     3.14. "NOPAT" means the Company's net earnings after tax (without reduction
          for any Bonus Amounts or Bonus Pool accrued, paid or payable under the
          Plan), plus interest expense after tax for the Plan Year, all as
          reflected in the Company's audited financial statements for the Plan
          Year.

     3.15. "Participant" means an eligible executive officer of the Company
          under Section 4.1 who has been selected to participate in the Plan for
          the Plan Year pursuant to Section 4.2.

     3.16. "Plan Year" means the one-year period coincident with the Company's
          applicable fiscal year.

     3.17. "Threshold Rate of Return" shall be the target percentage rate of
          return on the Investment Amount for the specified Plan Year
          established by the Committee at the beginning of each Plan Year based
          on the Company's weighted average cost of capital. For the 1995 Plan
          Year, the Threshold Rate of Return has been established by the
          Committee as 9.1%.

4.   Eligibility

     4.1. Eligible Executive Officers. In general, all executive officers who
          are also employees of the Company (which generally shall include those
          Company officers listed as such in the Company's annual report to
          shareholders) at the beginning of a Plan Year will be eligible for
          participation in the Plan. However, nomination of an executive officer
          by the Chief Executive Officer and approval by the Committee will be
          required for actual participation.

     4.2. Nomination and Approval. Each Plan Year, the Company's Chief Executive
          Officer will nominate eligible executive officers to participate in
          the Plan for the specified Plan Year. The Committee will have the
          final authority to select the Participants for such Plan Year from
          among the eligible executive officers nominated by the Company's Chief
          Executive Officer. Selection normally will take place, and will be
          communicated to each Participant, prior to or shortly after the
          beginning of the specified Plan Year.

5.   Bonus Amounts; Individual Performance Factors; Discretionary Bonus

     5.1. Calculation of Bonus Amounts. Each Participant's Bonus Amount for a
          specified Plan Year will be equal to his or her pro-rata portion of
          the Company Performance Bonus Pool plus his or her Individual
          Performance Bonus plus his or her Discretionary Bonus. For any
          specified Plan Year, a Participant's pro-rata portion of the Company
          Performance Bonus Pool shall be equal to the product of the
          Participant's Base Salary Percentage multiplied by the Company
          Performance Bonus Pool. The Participant's Individual Performance Bonus
          shall be equal to the product of the Participant's Base Salary
          Percentage multiplied by the Individual Performance Bonus Pool
          multiplied by his or her Individual Performance Factor; provided,
          however, that the aggregate Individual Performance Bonuses for all
          Participants for a specified Plan Year may not exceed the Individual
          Performance Bonus Pool for such Plan Year. If the aggregate Individual
          Performance Bonuses for all Participants for a specified Plan Year
          would exceed the Individual Performance Bonus Pool for such Plan Year,
          then the Committee in its discretion shall adjust the Participants'
          Individual Performance Bonuses so that such aggregate Individual
          Performance Bonuses will not exceed the Individual Performance Bonus
          Pool for such Plan Year.

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     5.2. Individual Performance Factor Calculation. Each Participant's
          Individual Performance Factor for a Plan Year will be based on the
          Participant's accomplishment of individual and/or group financial
          and/or other goals or objectives established by the Company's Chief
          Executive Officer, with the approval and ratification of the Committee
          (or as determined solely by the Committee in the case of the Company's
          Chief Executive Officer), as of the beginning of the specified Plan
          Year. Whenever possible, individual performance will be evaluated
          according to quantifiable or objective benchmarks of success and the
          level of the Participant's relative achievement of such quantifiable
          benchmarks. An achievement percentage continuum that ranges from
          achieving 0% to 150% of the quantifiable benchmark opportunity will be
          established and the Participant's relative level of achievement of
          such quantifiable benchmarks will be enumerated accordingly from 0 to
          1.5 based on such continuum. After the end of a Plan Year, the
          Company's Chief Executive Officer, with the approval and ratification
          of the Committee (or solely by the Committee in the case of the
          Company's Chief Executive Officer), will evaluate and rate the
          Participant's performance over the Plan Year and the relative
          contribution of the Participant to the achievement of the previously
          established individual or group financial or other performance goals
          and objectives, and this evaluation will result in the Participant's
          Individual Performance Factor being determined according to the
          following schedule:

                         Performance                  Individual
                      Individual Rating           Performance Factor
                      -----------------           ------------------
                          Very Good                       1.5
                             Good                         1.0
                         Satisfactory                     0.5
                           Marginal                       0.0

6.   Change in Status During the Plan Year

     6.1. New Hire or Promotion. An executive officer who is newly hired or
          promoted during a specified Plan Year to an executive officer position
          which, if held by the Participant at the beginning of the Plan Year,
          would have otherwise allowed the Participant to be eligible for
          participation in the Plan will generally not be eligible to receive a
          Bonus Amount for such Plan Year; provided, however, that the Company's
          Chief Executive Officer, with the approval and ratification of the
          Committee (or solely by the Committee in the case of the Company's
          Chief Executive Officer) may waive this policy and allow such
          executive officer to receive a pro rata Bonus Amount for such Plan
          Year based on the percentage of the Plan Year the executive officer
          was employed in such eligible executive officer position (determined
          based on the actual number of full months of employment in such
          executive officer position during the Plan Year divided by 12). Any
          such waiver of this policy will take into account such factors as the
          executive officer's contributions to the Company's achievement of
          corporate financial goals and objectives in such executive officer
          position and the portion of the Plan Year the individual actually
          spent in such executive officer position.

     6.2. Death, Disability or Retirement. If a Participant's employment as an
          executive officer is terminated during a Plan Year by reason of death,
          disability or normal or early retirement, the Participant (or his or
          her heirs or personal representatives in the case of death) will
          receive a pro rata Bonus Amount for such Plan Year based on the
          percentage of the Plan Year the Participant was employed in such
          position (determined based on the actual number of full months of
          employment of such Participant during the Plan Year divided by 12);
          provided, however, that the

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          Company's Chief Executive Officer, with the approval and ratification
          of the Committee (or solely by the Committee in the case of the
          Company's Chief Executive Officer) may waive this policy and allow
          such executive officer to receive the Bonus Amount for the Plan Year
          that the executive officer would have been entitled to if he or she
          had been an executive officer for the entire Plan Year. Any such
          waiver of this policy will take into account such factors as the
          executive officer's contributions to the Company's achievement of
          corporate financial goals and objectives in such executive officer
          position and the portion of the Plan Year the individual actually
          spent in such executive officer position.

     6.3. Termination for any Other Reason. If a Participant's employment is
          terminated during a Plan Year for any reason other than death,
          disability or retirement, such Participant will generally not be
          eligible to receive a Bonus Amount for such Plan Year; provided,
          however, that the Company's Chief Executive Officer, with the approval
          and ratification of the Committee (or solely the Committee in the case
          of the Company's Chief Executive Officer) may waive this policy and
          allow such Participant to receive a pro-rata Bonus Amount for such
          Plan Year based on the percentage of the Plan Year the executive
          officer was employed in such eligible executive officer position
          (determined based on the actual number of full months of employment in
          such executive officer position during the Plan Year divided by 12).

7.   Administrative Provisions

     7.1. Amendments and Terminations. The Company's Board of Directors shall
          have the right to modify or amend this Plan in whole or in part from
          time to time or at any time, or suspend it or terminate it entirely;
          provided, however, that no such modification, amendment, suspension or
          termination may, without the consent of any affected Participants (or
          beneficiaries of such Participants in the event of death), reduce the
          rights of any such Participants (or beneficiaries, as applicable) to a
          payment or distribution of a Bonus Amount already determined and
          earned under Plan terms in effect prior to such change. A Participant
          shall not be deemed to have earned or have any right to any Bonus
          Amount for a Plan Year until completion of that Plan Year and the
          determination of Bonus Amounts for such Plan Year by the Company's
          Chief Executive Officer and/or the Committee.

     7.2. Effect of Award on Other Employee Benefits. By acceptance of a Bonus
          Amount, each Participant agrees that such Bonus Amount is special
          additional compensation and that it will not affect adversely any
          other employee benefit (e.g., Retirement Savings Plan, Executive
          Benefits Restoration Plan, life insurance, etc.), in which the
          Participant participates or to which he is entitled, except as
          provided in Section 7.4 below. The existence of the Plan or the grant
          of any Bonus Amounts hereunder shall not restrict the ability of the
          Committee or the Board to grant any other discretionary bonuses to any
          executive officers, employees or others outside of the Plan.

     7.3. Retirement Programs; Severance Agreements. Bonus Amounts paid under
          this Plan shall be included in the Participant's compensation for
          purposes of the Company's Retirement Savings Plan, Executive Benefits
          Restoration Plan, any other qualified employee benefit plan and any
          applicable key executive employment and severance agreement with the
          Company.

     7.4. No Right to Continued Employment or Additional Bonus Amounts. A
          Participant's eligibility for or actual receipt of a Bonus Amount in
          any specified Plan Year shall not give the Participant any right to
          continued employment with the Company, and the


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          right and power to dismiss or terminate the employment of the
          Participant for any reason whatsoever (other than as otherwise
          specified in any applicable contract of employment between the
          Participant and the Company) is specifically reserved to the Company.
          In addition, the selection of an eligible executive officer as a
          Participant in the Plan for any Plan Year shall not require or infer
          the inclusion or selection of such person as a Participant for any
          subsequent Plan Year or, if such person is subsequently so included or
          selected, shall not require that the same Bonus Amount provided to the
          Participant under the Plan for an earlier Plan Year be provided to
          such Participant for the subsequent Plan Year.

     7.5. Adjustments to Performance Goals. When a performance goal or objective
          is based on Economic Value Added or other quantifiable financial or
          accounting measures, it may be appropriate to exclude certain items in
          order to properly measure performance. The Committee in its discretion
          will decide those items that shall be considered in adjusting actual
          results. For example, some types of items that may be considered for
          exclusion are:

          a.   Extraordinary Items. Any gains or losses which will be treated as
               extraordinary in the Company's financial statements under
               generally accepted accounting principles.

          b.   Unanticipated Nonrecurring Non-Ordinary Course Items.
               Unanticipated, nonrecurring, nonordinary course items such as:

               (i)  Gains or losses from the sale or disposal of real estate or
                    property.

               (ii) Gains resulting from insurance recoveries when such gains
                    relate to claims filed in prior years.

               (iii) Losses resulting from natural catastrophes, when the cause
                    of the catastrophe is beyond the control of the Company and
                    did not result from any failure or negligence on the
                    Company's part.

               (iv) Changes in accounting policies or practices.

     7.6. Payment of Bonus Amounts. The Bonus Amounts payable for a Plan Year as
          determined by the Chief Executive Officer and/or Committee shall be
          distributed by the Company as soon as practicable after the date of
          the first public release of the Company's complete audited financial
          statements for such Plan Year.

8.   Miscellaneous

     8.1. Indemnification. Each person who is or who shall have been a member of
          the Committee or of the Company's Board of Directors, shall not be
          liable for, and shall be indemnified and held harmless by the Company
          against and from, any and all loss, cost, liability or expense
          (including attorneys' fees and disbursements) that may be imposed upon
          or incurred by him or her in connection with any claim, action, suit
          or proceeding to which he or she may be a party by reason of any
          action taken or failure to act under or pursuant to the Plan. The
          foregoing right of indemnification shall not be exclusive of any other
          rights of indemnification, advancement of expenses or reimbursement to
          which such persons may be entitled under the Company's Articles of
          Incorporation, By-Laws, Indemnity Agreements, as a matter of law under
          the Wisconsin Business Corporation Law, under applicable insurance


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          policies or otherwise, or any other power or authority that the
          Company may have to indemnify or reimburse them or hold them harmless.

     8.2. Expenses of the Plan. The expenses of administering this Plan shall be
          borne by the Company.

     8.3. Withholding Taxes. The Company shall deduct from all Bonus Amounts
          paid or payable under the Plan any federal or state taxes required by
          law to be withheld with respect to such payments.

     8.4. Non-Transferable Benefits. Bonus Amounts (or any interests therein)
          paid or payable under the Plan are personal to Participants and are
          non-transferable and non-assignable during the life of a Participant.

     8.5. Unsecured Rights. The right of any Participant to receive a Bonus
          Amount under the Plan when determined and earned shall be an unsecured
          claim against the general assets of the Company and the Participant
          shall have no rights in or against any specific assets of the Company
          as a result of participation hereunder.

     8.6. Powers of Company Not Affected. The existence of the Plan shall not
          affect in any way the right or power of the Company, the Board of
          Directors or its shareholders to make or authorize any or all
          adjustments, recapitalization, reorganizations or other changes in the
          Company's capital structure or its business, or any merger or
          consolidation of the Company, or dissolution or liquidation of the
          Company, or any sale or transfer of all or any part of its assets or
          business or any other corporate act or proceeding, whether of a
          similar character or otherwise.

     8.7. Governing Law. This Plan shall be construed in accordance with and
          governed by the laws of the State of Wisconsin.

     8.8. Effective Date. The effective date of the Plan is January 1, 1995.



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