definiens: shall mean ( A ) any as def ined in Section 4001(a)(3 ) or Section 3(37 ) of ERISA, ( 1 ) which Company or any ERISA Affiliate maintains, administers, contributes to or is required to contribute to, or, after September 25, 1980, maintai ned, administered, contributed to or was required to contrib ute to, or under which Company or any ERISA Affiliate may incur any liability and ( 2 ) which covers any employee or former employee of Company or any ERISA Affiliate ( with respect to their relation ship with such entities ), or 11 < PAGE > ( B ) any plan covering employees or f ormer employees of any Foreign Subsidiary ( with respect to their relationship with such entities ) which if maintained or administ ered in or otherwise subject to the laws of the United States would be described in paragraph ( A )