Exhibit
10.83


 


WELLPOINT HEALTH NETWORKS INC.

1 WELLPOINT WAY

THOUSAND OAKS, CA 91362


 


 


FEBRUARY         ,
2004


 


 


 


 


 


 


Dear Mr.
                                  


 


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 the 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 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 to which the deferral election
in question pertains.


 

















 


OFFICER CHANGE-IN- CONTROL PLAN


(as amended and restated December 4, 2001)


 


The deferral elections in
effect for certain benefits to which you may become entitled under the Officer
Change-in-Control Plan (the “CIC Plan”) are as follows:


 


1.             Guaranteed Annual
Bonus:  Any Guaranteed Annual Bonus
to which you may become entitled under Section 2.2 of the CIC Plan 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).


 


2.             Change of Control
Completion Bonus: Any Change in Control Completion Bonus to which you may
become entitled under Section 2.3 of the CIC Plan 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).


 


2

















 


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 3.2 of the CIC Plan.


 


3.             Severance Benefit:  Should you become entitled to the lump sum
severance benefit set forth in Section 3.2 of the CIC Plan, 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).


 


4.             Pension and 401(k)
Match Credits:  Any amount to which
you may become entitled under Section 3.4 of the CIC Plan, 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).


 


3

















 


Pro-Rated Bonus:  Any pro-rated bonus to which you become
entitled under Section 3.7 of the CIC Plan for the fiscal year in which
your Involuntary Termination or Constructive Termination occurs, 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).


 


SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(as restated effective December 4, 2001 and amended
effective October 24, 2003)


 


The deferral election in
effect for you for the retirement benefit to which you may become entitled
under the Supplemental Executive Retirement Plan (the “SERP”) is as follows and
shall not be subject to the limitations or restrictions of Section 4.1(d)
of the SERP:


 


A.            To the extent such
retirement benefit otherwise becomes payable in the form of a lump sum payment
pursuant to the plan termination provisions in effect under Section 7.5 of
the SERP, then the portion of that payment subject to deferral hereunder shall
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):


 


4

















 


Method of Distribution:


 


                Lump
Sum Payment


 


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


 


B.            To the extent such
retirement benefit is to be paid in the form of a single life or joint and
survivor annuity pursuant to the retirement benefit provisions of the SERP, the
annuity commencement date or event shall be deferred as follows (specific date
or attained age, but in no event later than attainment of age 62):


 


Annuity Commencement Date or Event:


 


 


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 conditions of the Non-Qualified Plan, the Employment Agreement, the
Supplemental Executive Retirement Plan and the Special Executive Retirement
Plan shall continue in full force and effect and shall govern your right and
entitlement to the benefits set forth in those plans or agreements.  In furtherance (but not in limitation) of
the foregoing, all benefit offset provisions, non-competition restrictions and
years-of-service and other credits set forth in those plans and agreements
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


 


5

















 


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 and
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
                               .
2004.


 


Very truly yours,


 


 


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:

  	
   

  	
  , 2004.

  
					



 


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