definiens: ( as definedin Section 3(2 ) of the Employee Retirement Income Security Act of 1974, asamended ( ) ) ( sometimes referred to herein as ), ( as defined in Section 3(1 ) of ERISA ) ( sometimes referredto herein as ) maintained, or contributed to, by the Company, itssubsidiaries or any person or entity that, together with the Company, is treatedas a single employer under Section 414(b ), ( c ), ( m ) or ( o ) of the Code ( a ) for the benefit of any current or former officers, directors or employees of the Company and its subsidiaries ( including any suchplans maintained for current or former foreign employees ) ( all of the foregoingreferred to collectively herein as ) . The Company has madeavailable to Parent true, complete and correct copies of ( 1 ) each Benefit Plan(or, in the case of any unwritten Benefit Plans, descriptions thereof ), ( 2 ) themost recent annual report on Form 5500 required to be filed with the InternalRevenue Service ( the ) with respect to each Benefit Plan, ( 3 ) the mostrecent summary plan description for each Benefit Plan for which such summaryplan description is required and ( 4 ) each trust agreement and group annuitycontract relating to any Benefit Plan . Each Benefit Plan maintained orcontributed to by the Company or any of its subsidiaries has been administeredin all material respects in accordance with its terms . The Company, itssubsidiaries and all the Benefit Plans maintained or contributed to by theCompany or any of its subsidiaries are all in compliance in all materialrespects with their terms and the applicable provisions of ERISA, the Code andall other applicable laws, including laws of foreign jurisdictions