definiens: ( as defined in Section 3(2 ) of the Employee RetirementIncome Security Act of 1974, as amended ( ) ) ( a ), material ( as defined in Section 3(1 ) of ERISA ) and each other material U.S. orinternational plan, arrangement or policy relating to commission, profit sharing, stock options, stock awards, stock purchases, compensation, deferred compensation, retirement or pension, severance, fringe benefits, disability, medical or dental insurance, life assurance, vacation, overtime, supplemental unemployment or other employee benefits, in each case maintained orcontributed to or required to be maintained or contributed to by Seller or any Selling Affiliate forthe benefit of any Business Employees, but excluding any ( i ) payroll practices, ( ii ) plans, agreements and arrangements that are mandated by applicable Law ( other than U.S. Law ), and(iii ) obligations under collective bargaining agreements, trade union agreements and workscouncil agreements listed in Section 4.08(f ) of the Seller Disclosure Schedule ( all the foregoing, other than the excluded items, being herein called the )