Exhibit 10.82


 


WELLPOINT HEALTH NETWORKS INC.

1 WELLPOINT WAY

THOUSAND OAKS, CA 91362


 


 


DECEMBER 30, 2003


 


 


Leonard D. Schaeffer

1 WellPoint Way

Thousand Oaks, CA 91362


 


Dear Mr. Schaeffer:


 


This letter will document
the understanding we have reached concerning certain benefits which may become
payable to you in connection with a change in control of WellPoint Health
Networks Inc. (the “Company”) or your subsequent termination of
employment.  The Company has agreed with
you that payment of those particular benefits will be deferred in accordance
with various elections set forth herein and will accordingly be credited to one
or more subaccounts maintained on your behalf under the Company’s Comprehensive
Executive Non-Qualified Retirement Plan (the “Non-Qualified Plan”).


 


For each item of
compensation which is to be deferred pursuant to this letter agreement, the
Company will establish a separate subaccount on your behalf under the
Non-Qualified Plan, and that subaccount will become payable at the time or
times and in accordance with the method of payment specified herein for that
particular item of compensation. To the extent any of the deferral elections
indicated for you in this letter agreement would otherwise conflict with the
express payment or distribution provisions or advance election procedures of
the particular plans or agreements under which the payments or distributions
subject to those deferral elections are to be made, those deferral elections
will be deemed to constitute an amendment to such plans or agreements and shall
supersede anything to the contrary in those plans or agreements.


 


PART ONE – DEFERRAL ELECTIONS


 


The deferral elections
which will now be in effect for certain benefits to which you may become
entitled under the Company’s compensation plans and/or your Amended and
Restated Employment Agreement with the Company effective December 31, 2002
(the “Employment Agreement”) are as set forth below and are irrevocable.  Each capitalized term not otherwise
specifically defined in this letter agreement shall have the meaning assigned
to such term in the particular Company plan or employment agreement to which
the deferral election in question pertains.


 

















 


CHANGE IN CONTROL BENEFITS UNDER EMPLOYMENT AGREEMENT


 


The deferral elections in
effect for certain benefits to which you may become entitled under the change
in control benefit provisions of Section 8 of your Employment Agreement
are as follows:


 


1.             Guaranteed Annual
Bonus:  Any Guaranteed Annual Bonus
to which you may become entitled under Section 8.b(ii) of the Employment
Agreement will, to the extent of your deferral election hereunder, be credited
to a subaccount established on your behalf under the Non-Qualified Plan when
that bonus payment would otherwise become due in the absence of this deferral
election and will subsequently become payable in accordance with the following
election:


 


Portion to be Deferred:
                          %


 


Commencement Date or Event (Specific
Date, Attained Age or Death but in no event later than attainment of age 65):


 


 


Method of Distribution:


 


                Lump
Sum Payment


 


                  Annual
Installments over Period of
                     
Years (Not to Exceed 15).


 


The Guaranteed Annual
Bonus subject to deferral hereunder shall reduce, on a dollar-for-dollar basis,
any bonus to which you may otherwise become entitled under
Section 7.e(iii) or Section 7.g (as Section 7.e(iii) is
incorporated therein) of the Employment Agreement.


 


2.             Change of Control
Completion Bonus:  Any Change in
Control Completion Bonus to which you may become entitled under
Section 8.b(iii) of the Employment Agreement will, as the portion of that
bonus subject to deferral hereunder would otherwise become payable in
installments over your period of continued service following the Change in
Control, be credited to a subaccount established on your behalf under the
Non-Qualified Plan and will become payable in accordance with the following
election:


 


Portion of Each Installment to be
Deferred:
                             %


 


Commencement Date or Event (Specific
Date, Attained Age or Death but in no event later than attainment of age 65):


 

















 


Method of Distribution:


 


                Lump
Sum Payment


 


                  Annual
Installments over Period of
                
Years (Not to Exceed 15).


 


To the extent the Change
in Control Completion Bonus is actually earned by you and then deferred
pursuant to the foregoing deferral election, the amount of that deferral shall
reduce, on a dollar-for-dollar basis, any severance benefit to which you may
otherwise become entitled under Section 7.e(i), Section 7.g (as
Section 7.e(i) is incorporated therein) or Section 8.c(i) of the
Employment Agreement.


 


3.             Severance Benefit:  Should you become entitled to the lump sum
severance benefit set forth in Section 8(c)(i) of the Employment
Agreement, then the portion of that benefit subject to deferral hereunder shall
not be paid to you as soon as reasonably practicable following your termination
date but shall instead be credited at that time to a subaccount maintained on
your behalf under the Non-Qualified Plan and will become payable in accordance
with the following election:


 


Portion to be Deferred:
                            %


 


Commencement Date or Event (Specific
Date, Attained Age or Death but in no event later than attainment of age 65):


 


 


Method of Distribution:


 


                Lump
Sum Payment


 


                  Annual
Installments over Period of
                        
Years (Not to Exceed 15).


 


In the event the
severance benefit provided to you pursuant to Section 7.e(i) of the
Employment Agreement is greater than your severance benefit entitlement under
Section 8.c(i) so that you will receive your lump severance benefit under
Section 7.e(i), then your deferral election shall instead apply to the
Section 7.e(i) benefit.


 


4.             Pension and 401(k)
Match Credits:  Any amount to which
you become entitled under Section 8(c)(iv) of your Employment Agreement,
to the extent subject to deferral hereunder, shall not be paid to you as soon
as reasonably practicable following your termination date but shall instead be
credited at that time to a subaccount maintained on your behalf under the
Non-Qualified Plan and will become payable in accordance with the following
election:


 

















 


Portion to be Deferred:
                          %


 


Commencement Date or Event (Specific
Date, Attained Age or Death but in no event later than attainment of age 65):


 


 


Method of Distribution:


 


                Lump
Sum Payment


 


                  Annual
Installments over Period of                     
Years (Not to Exceed 15).


 


SPECIAL EXECUTIVE RETIREMENT PLAN


(as amended and restated effective December 31, 2002)


 


Should you otherwise
become entitled to receive a lump sum distribution of your retirement benefit
under the Special Executive Retirement Plan (the “SERP”) pursuant to
Section 4 of that plan, then the portion of that distribution subject to
deferral hereunder shall not be paid to you at the time of your termination of
service but shall instead be credited to a subaccount maintained on your behalf
under the Non-Qualified Plan and will become payable in accordance with the
following election:


 


Portion to be Deferred:
                        %


 


Commencement Date or Event (Specific
Date, Attained Age or Death but in no event later than attainment of age 65):


 


 


Method of Distribution:


 


                Lump
Sum Payment


 


                  Annual
Installments over Period of
               
Years (Not to Exceed 15).


 


PART TWO – MISCELLANEOUS PROVISIONS


 


The following provisions
shall govern all amounts which are credited to the subaccounts maintained on
your behalf under the Non-Qualified Plan as a result of your various deferral
elections under Part One of this letter agreement:


 

















 


1.             Coordination with Other Plans:  Except as otherwise expressly modified by the
various deferral elections set forth in this letter agreement, all the terms
and provisions of the Non-Qualified Plan, the Employment Agreement and the SERP
shall continue in full force and effect and shall govern your right and
entitlement to the benefits set forth in those plans or agreement. In
furtherance (but not in limitation) of the foregoing, all benefit offset
provisions, non-competition restrictions, and the years-of-service and other
credits set forth in those plans and your Employment Agreement, together with
the parachute tax gross-up set forth in Attachment 2 to your Employment
Agreement, shall continue in full force and effect in accordance with their
terms and applicability.  All
subaccounts established on your behalf under the Non-Qualified Plan pursuant to
your deferral elections under this letter agreement will be governed by the
terms and conditions of that plan. 
However, in the event the Non-Qualified Plan is terminated, all of your
deferral elections under this letter agreement, together with any other
deferral elections you may have in effect at that time under the Non-Qualified
Plan, shall continue in full force and effect both as to commencement dates and
forms of payment, and the immediate lump sum payment provisions of
Section 10.06 of the Non-Qualified Plan shall be null and void and of no
applicability to your deferred accounts under that plan.


 


2.             Unfunded Obligation. 
The obligation to pay the balance of each subaccount
established on your behalf under the Non-Qualified Plan pursuant to this letter
agreement shall at all times be an unfunded and unsecured obligation of the
Company. Accordingly, you and your beneficiaries shall look solely and
exclusively to the general assets of the Company for the payment of the
subaccounts, and your right to such payment shall at all times be no greater
than that of an unsecured creditor of the Company.


 


3.             Impact of Future Tax Legislation. The investment funds available under the
Non-Qualified Plan for purposes of measuring the investment return on the
subaccounts established on your behalf under that plan pursuant to this letter
agreement, your rights to select among those available investment funds, your
ability to change your distribution elections with respect to your subaccounts
under the Non-Qualified Plan, the opportunity for you to accelerate or further
defer the distribution of those subaccounts, and your creditor rights and
designated commencement dates under the Non-Qualified Plan may be subject to
such additional restrictions and limitations as the Company’s Board of
Directors or the Benefit Administration Committee may deem necessary or
advisable to impose as a result of subsequent changes made to the federal
income tax laws or regulations applicable to deferred compensation plans or
arrangements so as to avoid the current taxation of those subaccounts under any
such new laws or regulations.


 

















 


If this letter agreement
accurately reflects your deferral elections and the other agreements you have
reached with the Company with respect to the deferral of certain compensation
to which you may become entitled in connection with a change in control of the
Company or your subsequent termination of employment, kindly sign and date the
Acceptance section below and return it to me no later than
December 31, 2003.


 


	
   

  	
   

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Senior Vice President, Human

  Resources

  



 


 


ACCEPTANCE


 


I hereby agree with all
the terms and provisions of the foregoing letter agreement, including (without
limitation) the deferral elections I have made with respect to certain
compensation payments to which I may become entitled in connection with a
change in control of the Company or my subsequent termination of
employment.  I understand and agree that
my deferral elections are irrevocable.


 


	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:
  December 30, 2003