OFFERING CIRCULAR SUPPLEMENT. IRIS SPV PLC as Issuer. Euro 10,000,000,000 Secured Transaction Programme SERIES 6/2006 TRANCHE 1

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1 OFFERING CIRCULAR SUPPLEMENT IRIS SPV PLC as Issuer Euro 10,000,000,000 Secured Transaction Programme SERIES 6/2006 TRANCHE 1 USD 20,000,000 Avon Ridge 2006-I Floating Rate Credit Linked tes due 2013 Issue Price: 100 per cent. SOCIÉTÉ GÉNÉRALE CORPORATE & INVESTMENT BANKING The date of this Offering Circular Supplement is 25 April 2006.

2 This Offering Circular Supplement under which the tes described herein (the tes ) are issued constitutes a securities note (the Securities te ) for the purposes of Article 5.3 of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive ) and should be read in conjunction with the Offering Circular (the Offering Circular ) dated 30 March 2006 issued in relation to the Euro 10,000,000,000 Secured Transaction Programme of Claris Limited, Claris 2 Limited and Iris SPV plc. The Offering Circular and this Offering Circular Supplement together constitute the prospectus (the Prospectus ) with respect to the tes prepared for the purposes of Article 5.3 of the Prospectus Directive. To the extent that the Offering Circular is inconsistent with this Offering Circular Supplement, this Offering Circular Supplement shall prevail. Terms defined in the Offering Circular shall, unless the context otherwise requires, bear the same meanings in this Offering Circular Supplement. This Offering Circular Supplement does not constitute, and may not be used for the purposes of, an offer of, or an invitation by or on behalf of anyone to subscribe or purchase any of the tes. Application has been made to the Irish Financial Services Regulatory Authority ( IFSRA ), as competent authority under Directive 2003/71/EC, for the Securities te to be approved. Application has been made to the Irish Stock Exchange Limited ( Irish Stock Exchange ) for the tes to be admitted to the Official List and to trading on its regulated market. The regulated market of the Irish Stock Exchange is a regulated market for the purposes of the Investment Services Directive 93/22/EEC. Copies of this Securities te will be filed with and are expected to be approved by the IFSRA. Subject as set out below, the Issuer accepts responsibility for the information contained in this document (other than the section entitled Description of the Portfolio Manager ). To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. The Portfolio Manager accepts responsibility for the information directly relating to it contained in this document in the section entitled Description of the Portfolio Manager. To the best of the knowledge and belief of the Portfolio Manager, the information in respect of which it accepts responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. The Portfolio Manager does not accept any responsibility for the accuracy and completeness of any other information contained in this document. The information contained herein relating to the issuer of the Securities and each other Obligor (as defined in the Conditions) has been accurately extracted from publicly available information the sources of which, as the case may be, are stated herein. The Issuer accepts responsibility for the accuracy of such extraction but accepts no further or other responsibility in respect of such information. So far as the Issuer is aware and/or able to ascertain from such publicly available information, no facts have been omitted which could render the reproduced information misleading. The Issuer has not been responsible for, nor has it undertaken, any investigation or verification of statements, including statements as to foreign law, contained in such information. The tes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ) or with any securities regulatory authority of any state or other jurisdiction of the United States. In addition, the Issuer has not been and will not be registered as an investment company under the United States Investment Company Act of 1940 and the rules and regulations thereunder, as amended (the Investment Company Act ), in reliance on the exemption provided by Section 3(c)(7) of the Investment Company Act. The tes will be offered within the United States or to U.S. Persons in reliance on Rule 144A under the Securities Act ( Rule 144A ) to qualified institutional buyers ( QIBs or Qualified Institutional Buyers ) (as defined in Rule 144A under the Securities Act) that are also qualified purchasers ( Qualified Purchasers ) (as defined in Section 2(a)(51) of the Investment Company Act and the rules and regulations thereunder) and in accordance with all applicable 2

3 law of the States of the United States. Prospective purchasers are hereby notified that the seller of any tes may be relying on the exemption from the registration requirements of Section 5 of the Securities Act provided by Rule 144A under the Securities Act. All purchasers of the tes are deemed, by acceptance of the tes, to agree that they will transfer the tes only in the manner set forth in the section Subscription and Sale of the Offering Circular. Each purchaser of tes in making its purchase is deemed to have made certain acknowledgements, representations and agreements, as set out in item 41 (Additional Selling Restrictions) of the Issue Terms below and in the section entitled Subscription and Sale of the Offering Circular. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH, OR APPROVED BY, ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. Internal Revenue Service Circular 230 Disclosure PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, WE HEREBY INFORM YOU THAT THE DESCRIPTION SET OUT IN THIS OFFERING CIRCULAR SUPPLEMENT WITH RESPECT TO U.S. FEDERAL TAX ISSUES WAS NOT INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE. SUCH DESCRIPTION WAS WRITTEN TO SUPPORT THE MARKETING OF THE NOTES. THIS DESCRIPTION IS LIMITED TO THE U.S. FEDERAL TAX ISSUES DESCRIBED IN THIS OFFERING CIRCULAR SUPPLEMENT. IT IS POSSIBLE THAT ADDITIONAL ISSUES MAY EXIST THAT COULD AFFECT THE U.S. FEDERAL TAX TREATMENT OF AN INVESTMENT IN THE NOTES, OR THE MATTER THAT IS THE SUBJECT OF THE DESCRIPTION NOTED IN THIS OFFERING CIRCULAR SUPPLEMENT, AND THIS DESCRIPTION DOES NOT CONSIDER OR PROVIDE ANY CONCLUSIONS WITH RESPECT TO ANY SUCH ADDITIONAL ISSUES. TAXPAYERS SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. NOTWITHSTANDING ANYTHING IN THIS OFFERING CIRCULAR SUPPLEMENT TO THE CONTRARY, EACH PROSPECTIVE INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF EACH PROSPECTIVE INVESTOR) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF AN INVESTMENT IN THE NOTES AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO THE PROSPECTIVE INVESTOR RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE, EXCEPT TO THE EXTENT THAT SUCH DISCLOSURE IS SUBJECT TO RESTRICTIONS REASONABLY NECESSARY TO COMPLY WITH SECURITIES LAWS. FOR THESE PURPOSES, THE TAX TREATMENT OF AN INVESTMENT IN THE NOTES MEANS THE PURPORTED OR CLAIMED U.S. FEDERAL, STATE AND LOCAL INCOME TAX TREATMENT OF AN INVESTMENT IN THE NOTES. MOREOVER, THE TAX STRUCTURE OF AN INVESTMENT IN THE NOTES INCLUDES ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE PURPORTED OR CLAIMED U.S. FEDERAL, STATE, AND LOCAL INCOME TAX TREATMENT OF AN INVESTMENT IN THE NOTES. In this Offering Circular Supplement unless otherwise specified or the context otherwise requires, references to euro, EUR and are references to the currency of the member states of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the treaty on the European Union and references to U.S.$, USD and $ are references to the lawful currency of the United States of America. 3

4 Signed: Duly authorised for or on behalf of Iris SPV plc 4

5 TABLE OF CONTENTS RISK FACTORS... 6 ISSUE TERMS ANNEX CONSEQUENCES OF A CREDIT EVENT, REDEMPTION OR CANCELLATION OF SOME OR ALL OF THE NOTES OR OF A FURTHER ISSUANCE ANNEX FORM OF DEFAULT SWAP CONFIRMATION ANNEX DESCRIPTION OF THE PORTFOLIO MANAGER UNITED STATES FEDERAL INCOME TAXATION CERTAIN ERISA CONSIDERATIONS GENERAL INFORMATION Page 5

6 RISK FACTORS Prospective investors should carefully consider the following investment considerations, in addition to the matters set forth elsewhere in this Offering Circular Supplement and the Offering Circular, prior to investing in the tes. The risk factors set out below are not and are not intended to be, a comprehensive list of all considerations relevant to a decision to purchase or hold any tes. Credit exposures to Reference Obligations Pursuant to the Default Swap (as defined in paragraph 22 (x) of the Issue Terms) the Issuer has sold to the Default Swap Counterparty (as defined in paragraph 22 (xi) of the Issue Terms) protection on a portfolio of Reference Obligations (as defined in the Default Swap) (see Annex 2). The redemption amount of the tes at their Maturity Date will depend on whether Credit Events (as defined in the Default Swap) have occurred in respect of the Reference Obligations of such Reference Portfolio. Consequently, as described in this Offering Circular Supplement, the tes create significantly leveraged exposure to the credit of the Reference Portfolio. teholders may lose, in part or in whole, amounts invested in the tes as the result of a Credit Event occurring with respect to one or more of the Reference Entities contained in the Reference Portfolio. In addition, the Portfolio Manager, pursuant to the terms of the Portfolio Administration and Management Agreement, may request from time to time the replacement of Reference Entities within the Reference Portfolio, subject to certain conditions but not subject to the prior consent or notification of the teholders. The teholders will not have any right to receive any information regarding any Reference Entity contained in the Reference Portfolio. Limited liquidity of the tes There is not at present an active and liquid secondary market for the tes. There can be no assurance that a secondary market for any of the tes will develop, or, if a secondary market does develop, that it will provide the holders of the tes with liquidity or that it will continue for the entire life of the tes. This may leave teholders with an illiquid investment. Illiquidity means that a teholder may not be able to realise its anticipated yield. Illiquidity can obviously have an adverse effect on the market value of the tes. Consequently, any purchaser of tes must be prepared to hold such tes until final redemption or maturity of the tes. Independent Rating and Mitigation Risk teholders should be aware that credit ratings do not constitute a guarantee of the quality of the tes or the Reference Entities. The rating assigned to the tes by a rating agency reflects only the rating agency s opinions. A rating agency does not evaluate the risks of fluctuation in market value but attempts to assess the likelihood of principal and/or interest payments being made. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning agency. The teholders are informed that the rating of the tes by S&P takes into account the financial capacity of the issuer of the Securities, the Deposit Bank of the Deposit Agreement, and the Swap Counterparties to meet their respective payment obligations under the Securities, Deposit Agreement and Swap Agreements (whether on their due date for payment or upon acceleration). n-reliance The teholders who purchase the tes will be deemed to have represented and agreed that they (i) have the knowledge and sophistication independently to appraise and understand the financial and legal terms and conditions of the tes and to assume the economic consequences and risks thereof; (ii) to the extent necessary, have consulted with their own independent financial, legal or other advisers and have made their own investment, hedging and trading decisions in connection with the

7 tes based upon their own judgement and the advice of such advisers and not upon any view expressed by the Issuer or the Swap Counterparties; (iii) have not relied upon any representations (whether written or oral) of any other party, and are not in any fiduciary relationship with the Issuer or the Swap Counterparties; (iv) have not obtained from the Issuer or the Swap Counterparties (directly or indirectly through any other person) any advice, counsel or assurances as to the expected or projected success, profitability, performance, results or benefits of the tes, and have agreed that the Issuer and the Swap Counterparties do not have any liability in that respect. Awareness The teholders are informed that the Issuer, the Portfolio Manager and the Swap Counterparties hold or may from time to time hold (other than in connection with the tes or the Default Swap) Obligations (including the Selected Obligations) of the Reference Entities, all as defined in the Default Swap (substantially in the form attached hereto in Annex 2). Certain affiliates of the Swap Counterparties or the Portfolio Manager (as defined in the Default Swap) may from time to time advise, and receive fees for such advice to, the Reference Entities, or the issuers of Selected Obligations (as defined in the Default Swap) regarding transactions to be entered into by them, or engage in transactions involving one or more Reference Entities or the issuers of Selected Obligations for their proprietary accounts and for other accounts under their management. Any such transactions may have a positive or negative effect on the value of the Selected Obligations and therefore on the value of the tes. Accordingly, certain conflicts of interest may arise both among these affiliates and between the interests of these affiliates and the interests of teholders. Pursuant to the terms of the Default Swap, the Portfolio Manager may effect Adjustments (as defined in the Default Swap) in accordance with the terms of the Default Swap. Limited Recourse teholders are only entitled to have recourse to the assets over which security has been created in relation to the tes (including the Swap Agreements). After those assets have been realised and the proceeds distributed in accordance with the order of priority set out herein, the teholders are not entitled to take any further steps against the Issuer to recover any sum and no debt shall be owed by the Issuer in respect of any further sum. This is not a capital guaranteed product. In a worst case scenario, investors could lose their entire investment. Therefore, investors should make an investment decision on this product only after careful consideration with their advisers as to the suitability of this product in the light of their particular financial circumstances. This Offering Circular Supplement does not constitute, and may not be used for the purposes of, an offer of, or an invitation by or on behalf of, anyone to subscribe or purchase any of the tes. Risks relating to the Portfolio Manager The Issuer is reliant on the Portfolio Manager s expertise and its personnel to make day to day decisions, in accordance with the guidelines provided in the Default Swap, on its behalf with respect to the Reference Portfolio. As a result, the performance of the Issuer with respect to its payment obligations under the tes is reliant on the Portfolio Manager s management of the Reference Portfolio. The loss of one or more of the individuals employed by the Portfolio Manager to manage the Reference Portfolio could have a material adverse effect on the ability of the Portfolio Manager to manage the Reference Portfolio. The duties of the Portfolio Manager in managing the Reference Portfolio include adding and removing Reference Entities to or from the Reference Portfolio and as a result, the composition of such Reference Portfolio will vary over time. 7

8 The performance of any investment in the tes will be in part dependent on the ability of the Portfolio Manager to analyse, to select and to manage the Reference Entities which are added to or removed from the Reference Portfolio and the performance of the Portfolio Manager of its obligations under the Portfolio Administration and Management Agreement. assurance can be made with respect to the future performance of the Reference Portfolio or the Portfolio Manager. Although the Portfolio Manager will commit an appropriate amount of its business efforts to the management of the Reference Portfolio, the Portfolio Manager is not required to devote all of its time to such affairs and will continue to advise and manage a significant number of other investments in the future. Prior investment results and returns achieved for accounts managed by the Portfolio Manager are not likely to be indicative of the results and returns on the Reference Portfolio. Limitation of Liability in respect of Adjustments The Issuer, the Default Swap Counterparty, the Calculation Agent, the Portfolio Administrator and the Portfolio Manager (subject, in respect of the Portfolio Administrator and the Portfolio Manager, to the terms of the Portfolio Administration and Management Agreement) shall have no liability whatsoever for the occurrence or not of an Adjustment, the consequences of any Adjustment or the noncompliance with the Adjustment Rules or Trading Procedure. If the Issuer or the Portfolio Administrator refuse to allow a Recommended Adjustment (in the case of the Portfolio Administrator on the basis that the relevant Adjustment Rules have not been satisfied), then such determination shall be conclusive and binding on all parties in all circumstances without liability to the Issuer, the Default Swap Counterparty, the Calculation Agent, or the Portfolio Administrator or the Portfolio Manager (subject to the terms of the Portfolio Administration and Management Agreement). Adjustment once agreed can be set aside on the basis that, as a factual matter, the Adjustment Rules were not satisfied. Neither the Issuer, the Default Swap Counterparty, nor the Calculation Agent shall have any liability whatsoever for the actions or inactions of the Portfolio Administrator or Portfolio Manager nor shall have any responsibility whatsoever for the monitoring of the performance of the Portfolio Administrator and Portfolio Manager or compliance with the Adjustment Rules. U.S. Federal Income Taxation It is intended that the Issuer will not operate so as to be engaged in a trade or business in the United States for U.S. federal income tax purposes and, accordingly, will not be subject to U.S. federal income taxes on its net income. If the U.S. Internal Revenue Service ( IRS ) were to successfully assert that the Issuer is engaged in a U.S. trade or business, however, there could be material adverse financial consequences to the Issuer and to persons who hold the tes. The tes should be treated as debt for U.S. federal income tax purposes. Prospective investors should note, however, that the classification of an instrument as debt or equity for U.S. federal income tax purposes is highly factual, and there can be no assurance that the IRS will not contend, and that a court will not ultimately hold, that the tes are equity interests. The Issuer expects the tes to be treated as contingent payment debt instruments for U.S. federal income tax purposes. Consequently, U.S. Holders will be required to report income in respect of the tes in accordance with certain U.S. Treasury Regulations governing contingent payment debt instruments that are discussed below under United States Federal Income Taxation Interest on the tes. Certain ERISA Considerations Each purchaser or transferee of a te or any interest therein that is, or is acting on behalf of, a Plan (or a governmental, church or non-u.s. plan subject to any law that is similar to the prohibited transaction provisions of Section 406 of ERISA and/or Section 4975 of the Code), or any other benefit plan investor, as defined in the Plan Assets Regulation, will be deemed to have represented and warranted (or, if required by the Trust Deed, required to certify) that its investment in the tes does 8

9 not and will not result in a non-exempt prohibited transaction under ERISA and/or Section 4975 of the Code (or, in the case of a governmental, church or non-u.s. plan, a violation of any similar law). See Certain ERISA Considerations herein for a more detailed discussion of certain ERISA and related considerations with respect to an investment in the tes. 9

10 ISSUE TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth either in the Offering Circular or in Annexes 1, 2 and 3 attached to these Issue Terms (the Annexes ). These Issue Terms are supplemental to and must be read in conjunction with such Offering Circular. 1 Issuer: Iris SPV plc. 2 (i) Series Number: 6/2006. (ii) Tranche Number: 1. 3 Specified Currency or Currencies: Unites States Dollars ( USD ). 4 (i) Aggregate minal Amount: As at the Issue Date: USD 20,000,000 (the Initial Aggregate minal Amount ) subject to adjustment, in respect of each te, pursuant to the provisions of section 5 (Consequences of a partial cancellation or further issue of tes) of Annex 1 hereto. (ii) Coupon Aggregate minal Amount: As at the Issue Date: USD 20,000,000 (the Initial Coupon Aggregate minal Amount ) subject to adjustment, in respect of each te, pursuant to the provisions of Annex 1 hereto. The Initial Coupon Aggregate minal Amount, as adjusted from time to time, as provided in this paragraph 4 and paragraph 8 below, is referred to herein as the Adjusted Coupon Aggregate minal Amount. If, following a Credit Event or an Adjustment (each as defined in the Default Swap (as defined in paragraph 22(x) below)), the Issuer is required to pay a Cash Settlement Amount (as defined in the Default Swap), or if, following an Adjustment, the Issuer is to receive a Cash Settlement Amount, then, with effect from the relevant Cash Settlement Date (as defined in the Default Swap), the Adjusted Coupon Aggregate minal Amount of the tes shall automatically be adjusted to an amount equal to the Initial Coupon Aggregate minal Amount minus whichever is the greater of: (i) (ii) the amount by which the Initial Coupon Aggregate minal Amount exceeds the Tranche tional Amount (as defined in the Default Swap); and the Aggregate minal Realisation Amount (as defined in Annex 1 hereto), such adjustment to be applied to each te pro rata to the number of tes outstanding. 10

11 5 (i) Issue Price: per cent. of the Initial Aggregate minal Amount (ii) Net proceeds: USD 20,000,000 6 Specified Denominations: USD 1,000,000 7 Issue Date: 25 April Maturity Date: Subject to the provisions of paragraph 30 below, the Maturity Date shall be whichever is the earlier of: 1. the later of: (i) (ii) 10 April 2013 subject to adjustment in accordance with the Following Business Day Convention (the Scheduled Maturity Date ); and the final Cash Settlement Date under the Default Swap in respect of the Unsettled Credit Events (as defined below), if: (A) (B) (C) the Calculation Agent determines, in its sole and absolute discretion, that one or more Unsettled Credit Events has occurred as at the Latest Determination Time (as defined in the Default Swap); and the Retained Amount (as defined below) is greater and not equal to zero; and the Calculation Agent gives notice thereof to the Issuer, the Issuing and Paying Agent and the Trustee not later than the Latest Determination Time; and 2. the date on which the Adjusted Coupon Aggregate minal Amount of the tes is reduced to zero pursuant to paragraph 4 above (the Revised Maturity Date ). twithstanding the foregoing, if the Maturity Date is extended as provided above, the Issuer shall, on the Scheduled Maturity Date, partially redeem each te in an amount equal to the Scheduled Maturity Date Payment Amount (as defined below) by realising part of the Main Deposit (as defined in paragraph 22 (vii) below) and, with effect from such partial redemption, the Adjusted Coupon Aggregate minal Amount of the tes shall be reduced by an amount equal to the Scheduled Maturity Date Payment Amount (as defined below). For the avoidance of doubt, the Maturity Date may not occur later than 25 October 2014, subject to adjustment in 11

12 accordance with the Following Business Day Convention. For the purposes of the tes: (a) Unsettled Credit Event means (i) a Credit Event, the Event Determination Date for which has occurred on or prior to the Latest Determination Time (as defined in the Default Swap) or (ii) a Potential Failure to Pay or Potential Repudiation/Moratorium has occurred on or prior to the Latest Determination Time and the Conditions to Settlement for which have not yet been satisfied (but are capable of being satisfied in accordance with the terms of the Default Swap) in respect of the relevant Reference Entity (as defined in the Default Swap), and in the case of both (i) and (ii), the relevant Cash Settlement Amount has not yet been paid pursuant to the terms of the Default Swap; (b) Scheduled Maturity Date Payment Amount means an amount equal to the Relevant Proportion of the amount (if any) by which the Adjusted Coupon Aggregate minal Amount of the tes immediately prior to the Scheduled Maturity Date exceeds the Retained Amount; (c) (d) (e) Relevant Proportion means, at any time, the proportion which one te bears to the number of all of the tes outstanding; Retained Amount means the tional Reduction Amount as at the Scheduled Maturity Date; and tional Reduction Amount means, as of any date, whichever is the lower of (i) the Adjusted Coupon Aggregate minal Amount; and (ii) the aggregate of the Cash Settlement Amounts which would be payable in respect of all Unsettled Credit Events assuming in the case of each Reference Entity relating to an Unsettled Credit Event, a Loss Amount (as defined in the Default Swap) equal to the relevant Reference Entity tional Amount. 9 Interest Basis: Floating Rate tes. 10 Redemption/Payment Basis: Each te shall be redeemed at the Final Redemption Amount or the Early Redemption Amount in respect of each Specified Denomination, as the case may be, as more particularly described in 12

13 paragraphs 29, 30 and 38 below. 11 Change of Interest or Redemption/ Payment Basis: Where applicable, as described in paragraphs 18 and 38 below. 12 Put/Call Options: t applicable. 13 Status of the tes: Secured and limited recourse obligations. 14 Listing: Application has been made to the IFSRA, as competent authority under the Prospectus Directive, for this Offering Circular Supplement to be approved. Application has been made to the Irish Stock Exchange for the tes to be admitted to the Official List and to trading on its regulated market. 15 Method of distribution: n-syndicated. 16 Rating:. S&P has assigned the tes a rating of AA-. PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 17 Fixed Rate te Provisions: t applicable. 18 Floating Rate Provisions: Applicable. (i) Specified Period(s)/Specified Interest Payment Dates: Quarterly on 10 January, 10 April, 10 July and 10 October in each year from and including 10 July 2006 to and including the Maturity Date. The first Interest Period shall be from and including the Issue Date to but excluding 10 July 2006 (the First Interest Period ). (ii) Business Day Convention: Following Business Day Convention. (iii) (iv) Additional Business Centre(s) (Condition 6(a)): Manner in which the Rate(s) of Interest is/are to be determined: Paris, London, New York and TARGET Business Day. ISDA Determination. (v) Interest Period Date(s): t applicable. (vi) (vii) (viii) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): Screen Rate Determination (Condition 6(c)(iii)(B)): ISDA Determination (Condition 6(c)(iii)(A)): t applicable. t applicable. Applicable. - Floating Rate Option: In respect of the period from and including the Issue Date to but excluding the earlier of (1) the Revised Maturity Date and (2) the Scheduled Maturity Date, 13

14 USD-LIBOR-BBA (as defined in the ISDA Definitions). In the event that the Maturity Date is extended beyond the Scheduled Maturity Date pursuant to the provisions of paragraph 8.1(ii) above, the Floating Rate Option in respect of the period from and including the Scheduled Maturity Date to but excluding the Maturity Date shall be USD-LIBOR- BBA (as defined in the ISDA Definitions) or (if the Deposit Bank is replaced as described in paragraph 22(viii) below) such other floating rate as is then applicable to the Deposit (as defined in paragraph 22(vii)(a) below). - Designated Maturity: In respect of the period from and including the Issue Date to but excluding the earlier of (1) the Revised Maturity Date and (2) the Scheduled Maturity Date, three months, provided that Linear Interpolation (as defined in the ISDA Definitions) shall apply to the First Interest Period (such Linear Interpolation for such First Interest Period to be determined with regard to Designated Maturities of two months and three months). In the event that the Maturity Date is extended beyond the Scheduled Maturity Date pursuant to the provisions of paragraph 8.1(ii) above, the Designated Maturity in respect of the period from and including the Scheduled Maturity Date to but excluding the Maturity Date, shall be overnight. - Reset Date: The first day of each Interest Period. ISDA Determination (if different from those set out in the Conditions): t applicable. (ix) Margin(s): Plus 0.95 per cent. per annum (applicable only in the period from the Issue Date to the Scheduled Maturity Date). (x) Minimum Rate of Interest: 0 per cent. per annum. (xi) Maximum Rate of Interest: t applicable. Plus 0.00 per cent. per annum (applicable only in the period after the Scheduled Maturity Date) as amended from time to time in accordance with the Deposit Agreement to follow the opposite of the Deposit Margin paid on the Deposit Agreement. (xii) Day Count Fraction (Condition 6(a)): Actual/360. (xiii) Rate Multiplier: t applicable. 14

15 (xiv) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate tes, if different from those set out in the Conditions: (1) Condition 6(i) applies, save that the reference in the third line thereof to the outstanding nominal amount of such te shall be deemed instead to refer to an amount calculated on each Interest Observation Date (as defined below) equal to (I) the Relevant Proportion of the sum of the Daily Outstanding Amounts for each day of the relevant Interest Period (each such day, a Relevant Calculation Date ) divided by (II) the actual number of days in such Interest Period; where: Daily Outstanding Amount means the higher of (i) zero and (ii) the Adjusted Coupon Aggregate minal Amount minus the tional Reduction Amount (each as of that Relevant Calculation Date). For the purposes of this paragraph 18(xiv), Interest Observation Date means, with respect to an Interest Payment Date, the day falling two Business Days prior to that Interest Payment Date. (2) In addition to the payment of any interest calculated at the Rate of Interest as described in paragraphs 18(i)-(xiii) and 18(xiv)(1), following the occurrence of one or more Final Valuation tice Receipt Dates (as such term is defined in the Default Swap), the Issuer shall also pay each teholder on the relevant Payment Date in respect of each te, an amount by way of interest determined by the Calculation Agent in respect of each Final Valuation tice Receipt Date and the corresponding Cash Settlement Amount equal to: (i) the amount of interest that would have been calculated in respect of each te on all Interest Observation Dates occurring during the period from and including the Event Determination Date relating to such Final Valuation tice Receipt Date until and including the Interest Observation Date immediately following such Final Valuation tice Receipt Date, had such Cash Settlement Amount been determined and known as at such Event Determination Date; 15

16 minus (ii) the amount of interest actually paid or scheduled to be paid as applicable, in respect of each te in respect of each Interest Period relating to all such Interest Observation Dates, either pursuant to paragraph 18(xiv)(1) or delayed payments of interest pursuant to this paragraph 18(xiv)(2) other than as a result of the Final Valuation tice to which such Final Valuation tice Receipt Date relates); plus 19 Zero Coupon te Provisions: t applicable. 20 Index Linked Interest te Provisions: t applicable. 21 Dual Currency te Provisions: t applicable. PROVISIONS RELATING TO THE SECURITY 22 Mortgaged Property (iii) an amount determined by the Calculation Agent in its sole and absolute discretion as being equal to the Relevant Proportion of the amount of interest received by the Issuer pursuant to the Deposit Agreement (as defined in paragraph 22(vii)) to the extent that such amount of interest received is attributable to the difference between the amounts described in sub-paragraphs (i) and (ii) above, where Payment Date means the Interest Payment Date immediately following the second Business Day after the determination of such amount. (3) In the event that the tes are redeemed after the Scheduled Maturity Date by reason of the late occurrence of an Early Redemption Event pursuant to Condition 7(c), Condition 7(d) or Condition 10, then no interest shall be payable during the period from and including the Scheduled Maturity Date until the Early Redemption Date. (i) Securities: Securities issuer: Citibank Credit Card Issuance Trust 16

17 Address of issuer: c/o Citibank (South Dakota) National Association, as managing beneficiary 701 East 60th Street, rth Mail Code: 1251 Sioux Falls, South Dakota 57117, USA Country of Formation: State of Delaware, USA Description: Statutory trust formed by Citibank (South Dakota) and Citibank (Nevada) on 12 September 2000 Title of Securities: USD 1,250,000,000 Floating Rate Class 2005-A3 tes of April 2012 Expected Maturity Date: 24 April 2012 Legal Maturity Date: 24 April 2014 Coupon: One month USD LIBOR per cent. per annum ISIN: US17305ECM57 Governing law: New York Rating: AAA, Aaa and AAA by S&P, Moody s and Fitch Ratings respectively. Listing: Irish Stock Exchange minal Amount: USD 20,000,000 as at the Issue Date Issue Amount: USD 1,250,000,000 Put Option/Call Option: Call Option applicable under certain circumstances Early Redemption for taxation reasons: t Applicable The information set out above relating to the Securities is a summary of certain information contained in the prospectus relating to the Securities. The Securities shall be transferred from Société Générale as vendor (in such capacity, the Vendor ) to the Issuer pursuant to a sale agreement to be dated on or around 25 April 2006 (the Sale Agreement ). The Securities issuer currently publishes monthly interim accounts in addition to the annual report. The most recently published annual and interim reports in respect of the Securities issuer, the Agreement and the Sale Agreement may be obtained, free of charge, at the office of the Paying Agent in Ireland during normal business hours so long as any 17

18 tes are outstanding. In the event of an early redemption in part at par of the Securities in accordance with the terms and conditions of the Securities (each day on which such partial redemption occurs, a Securities Partial Redemption Date ), the Issuer will, immediately after receipt of such partial redemption proceeds (such proceeds excluding any accrued interest on the Securities, the Securities Partial Redemption Amount ), instruct the Custodian to credit the Main Deposit by an amount equal to such Securities Partial Redemption Amount. In the event of the redemption in full at par of the outstanding nominal amount of the Securities in accordance with the terms and conditions of the Securities prior to the Scheduled Maturity Date of the tes (the day on which such full redemption occurs, a Securities Redemption Date ), the Issuer will, immediately after receipt of such redemption proceeds (such proceeds excluding any accrued interest on the Securities, the Securities Redemption Amount ) instruct the Custodian to credit the Main Deposit by an amount equal to such Securities Redemption Amount. (ii) Security (order of priorities): The Trustee shall apply all moneys received by it under the Trust Deed in connection with the realisation or enforcement of the Security constituted by the Trust Deed in the following order of priorities: (i) (ii) (iii) firstly, in payment or satisfaction of fees, costs, charges, expenses and liabilities incurred by the Trustee or any receiver in preparing and executing the trusts under the Principal Trust Deed and the Supplemental Trust Deed (including any taxes required to be paid, the costs of realising any Security and the Trustee s remuneration); secondly, pro rata and on a pari passu basis in payment or satisfaction of fees, costs, charges, expenses and liabilities (other than pursuant to paragraph (viii) below) incurred by or for the account of the Portfolio Administrator or the Portfolio Manager (each as defined below) in performing their respective obligations under the Portfolio Administration and Management Agreement (as defined below); thirdly, (except where the tes have become due and payable as a result of a termination of either of the Swap Agreements (as defined in paragraph 22(x) 18

19 below) by reason of the designation or occurrence of an Early Termination Date with respect to which the Issuer is neither the Defaulting Party nor an Affected Party (in each case as defined in the Agreement)) in payment of any Swap Counterparty Claim (as defined in the Trust Deed); (iv) (v) (vi) (vii) (viii) (ix) fourthly, pro rata and on a pari passu basis in payment of any Vendor Claim or Deposit Bank Claim (as each such term is defined in the Trust Deed); fifthly, pro rata and on a pari passu basis in payment of any Custodian Claim or Disposal Agent Claim; sixthly, in payment of any Issuing and Paying Agent Claim; seventhly, in payment of any teholder Claim; eighthly, pro rata and on a pari passu basis in payment or satisfaction (pursuant to Clause 12.2 of the Portfolio Administration and Management Agreement only) of liabilities incurred by the Portfolio Administrator or the Portfolio Manager in performing their respective obligations under the Portfolio Administration and Management Agreement; and ninthly, where the tes have become due and payable as a result of a termination of either of the Swap Agreements by reason of the designation or occurrence of an Early Termination Date with respect to which the Issuer is neither the Defaulting Party nor an Affected Party, in payment of any Swap Counterparty Claim (as defined in the Trust Deed). (iii) Contract (if applicable): A portfolio administration and management agreement dated 7 April 2006 and a portfolio administration and management accession agreement dated 25 April 2006 in relation to the tes (together, the Portfolio Administration and Management Agreement ) between, among others, the Issuer, Wells Fargo Bank, N.A. as portfolio administrator (the Portfolio Administrator ), Babson Capital Management LLC as portfolio manager (the Portfolio Manager ) and the Trustee. 19

20 Pursuant to the terms of the Portfolio Administration and Management Agreement: (A) (B) the Portfolio Administrator is appointed by the Issuer and (for certain purposes only) the Trustee to act as administrator in relation to the Reference Portfolio; and the Portfolio Manager is appointed by the Issuer and (for certain purposes only) the Trustee to act as manager in relation to the Reference Portfolio and, in such role, to effect Adjustments (as defined in the Default Swap). A description of the Portfolio Manager is attached as Annex 3 hereto. (iv) Beneficiary(ies): In respect of the Portfolio Administration and Management Agreement, the Portfolio Administrator, the Portfolio Manager, the Trustee, the Issuing and Paying Agent, the Custodian, the Calculation Agent and the Default Swap Counterparty. (v) Securities Agreement: t applicable. (vi) Counterparties: t applicable. (vii) Deposit Agreement: (a) A deposit agreement (the Deposit Agreement ) to be dated on or around the Issue Date between the Issuer and the Deposit Bank pursuant to which the Issuer shall agree to deposit in an account (the Deposit Account ) with the Deposit Bank: (i) (ii) (iii) (iv) (v) any Excess Amount (as defined below); and any Cash Settlement Amounts (as defined in the Default Swap) received by the Issuer on any date pursuant to the Default Swap; any Excess Realisation Proceeds (as defined in Annex 1 hereto); and any Securities Partial Redemption Amount and/or the Securities Redemption Amount received by the Issuer upon the occurrence of a Securities Partial Redemption Date or a Securities Redemption Date; and the Securities Purchase Amount (as defined in the Bond Option), if applicable, 20

21 The aggregate amount of the Excess Amount standing to the credit of the Deposit Account from time to time is referred to as the Excess Deposit. The aggregate of (i) any Excess Realisation Proceeds, (ii) any Cash Settlement Amount, (iii) any Securities Partial Redemption Amount, (iv) any Securities Redemption Amount and (v) any Securities Purchase Amount standing to the credit of the Deposit Account from time to time is referred to as the Main Deposit. The Excess Deposit and the Main Deposit are referred to together as the Deposit. For the purposes of the tes, the Excess Amount means the sum of: (i) on any Interest Payment Date, the amount (if any) by which the aggregate of: (A) the Floating Amount received by the Issuer in respect of the Interest Rate Swap on such Interest Payment Date; (B) any interest accrued on the Main Deposit in accordance with the Deposit Agreement; (C) (i) the fixed payments received by the Issuer in respect of the Default Swap on such Interest Payment Date; or (ii) if the relevant Interest Payment Date is a Bridge Date (as defined in the Default Swap), the amount (positive when received by the Issuer, negative when paid by the Issuer) payable pursuant to the Fixed Amount Adjustment Method (as defined in the Default Swap), exceeds the aggregate Interest Amount payable in respect of the tes on such Interest Payment Date; and (ii) any interest accrued on the Excess Amount and credited to the Excess Deposit from time to time in accordance with the Deposit 21

22 Agreement. Amounts may be withdrawn from the Deposit in accordance with the provisions of Annex 1 hereto. (b) A suspense account agreement (the Suspense Account Agreement ) to be dated the Issue Date between the Issuer and Société Générale, London Branch, as the suspense account bank (the Suspense Account Bank ). (viii) Deposit Bank(s): (a) In respect of the Deposit Agreement, Société Générale, London Branch, provided that the short-term rating of Société Générale is then rated at least A-1+ by S&P, otherwise another bank whose short-term rating is rated at least A-1+ by S&P, as more fully set out in the Deposit Agreement (provided that the identity of such bank has been notified to the Trustee and the cost of the replacement of any such Deposit Bank by such bank shall be at the expense of the relevant bank or the Deposit Bank and not at the expense of the Issuer). (ix) Other Security Agreement: t applicable. (b) In respect of the Suspense Account Agreement, Société Générale, London Branch. (x) Swap (if applicable): The description of the Swap Agreements set out below is a summary of certain features of the Swap Agreements and is qualified by reference to the detailed provisions of the Swap Agreements. Payments under the Swap Agreements Pursuant to a 1992 ISDA Master Agreement (Multicurrency-Cross Border) (the Agreement ) dated as of 1 April 2005 (including the Schedule thereto), the Issuer has entered into (1) a credit default swap with the Default Swap Counterparty (as defined in paragraph 22(xi)) with an effective date of 7 March 2006 (the Effective Date ) (the Default Swap ), (2) an interest rate swap with the Interest Rate Swap Counterparty (as defined in paragraph 22(xi)) with an effective date of 25 April 2006 (the Interest Rate Swap, which expression shall include any substitute interest rate swap with any substitute swap counterparty entered into pursuant to the terms of such interest rate swap) and (3) a bond option with the Bond Option Counterparty (as defined in paragraph 22(xi)) with an effective date of 25 April 2006 (the Bond Option, which 22

23 expression shall include any substitute bond option with any substitute bond option counterparty entered into pursuant to the terms of such bond option) (the Default Swap, the Interest Rate Swap and the Bond Option are each a Swap Agreement and together the Swap Agreements ). The Default Swap shall be substantially in the form attached as Annex 2 hereto. Pursuant to the Interest Rate Swap, the Interest Rate Swap Counterparty will pay to the Issuer an initial fixed payment of USD 42, and thereafter on each Interest Payment Date an amount which, together with the fixed payments made by the Default Swap Counterparty pursuant to the Default Swap and the floating amounts payable by the Deposit Bank pursuant to the Deposit Agreement, each as referred to above, will be at least equal to the aggregate Interest Amount that is payable to teholders pursuant to the terms of this Offering Circular Supplement up to the Termination Date of the Interest Rate Swap. Subject to the early termination provisions set out below, the Issuer will pay to the Interest Rate Swap Counterparty amounts equal to the interest payable on the Securities on the dates for payment thereof. Pursuant to the Bond Option, if a Securities Redemption Date has not occurred on or prior to the 4th Business Day prior to the Scheduled Maturity Date, the Bond Option Counterparty shall purchase such Securities at their outstanding principal amount plus any accrued interest thereon, on the Scheduled Maturity Date. The Swap Agreements shall terminate, subject to the provisions of the Swap Agreements, on the due date for redemption of the tes if at any time any of the tes becomes redeemable in accordance with the Conditions prior to the Scheduled Maturity Date. Pursuant to the terms of the Swap Agreements, each Swap Agreement may be terminated early (in whole only but not in part), amongst other circumstances: (i) (ii) at the option of one party, if there is a failure by the other party to pay any amounts due under the relevant Swap Agreement unless the relevant Swap Counterparty has posted the required collateral under the Credit Support Annex entered into in respect of the relevant Swap Agreement (the Credit Support Annex ); or if (subject as provided in the Swap Agreements) withholding taxes are imposed 23

24 on payments made by the Issuer or the relevant Swap Counterparty under the relevant Swap Agreement or it becomes illegal for either party to perform its obligations under the relevant Swap Agreement; or (iii) (iv) upon the occurrence of certain other events with respect to either party to the relevant Swap Agreement, including bankruptcy of the Issuer; or (in the case of the Default Swap), the Interest Rate Swap or the Bond Option is terminated early (provided that such Default Swap shall not terminate early in the event that the Interest Rate Swap and the Bond Option are terminated early by way of substitution (ii) the Bond Option is terminated early following the occurrence of a Securities Purchase Date or a Securities Redemption Date, in each case in accordance with the provisions of the Interest Rate Swap and the Bond Option, respectively). There may also be a partial termination of the Interest Rate Swap and the Bond Option following a Credit Event under the Default Swap. Consequences of Early Termination Upon any such early termination of any of the Swap Agreements, the Issuer or the relevant Swap Counterparty may (subject as set out below and provided that, in the case of certain tax events, the Issuer may first be obliged to use all reasonable endeavours to transfer its obligations) be liable to make a termination payment to the other (regardless, if applicable, of which of such parties may have caused such termination). Pursuant to the terms of the Swap Agreements, such termination payment will be based upon Market Quotation (as defined in the relevant Swap Agreement). Regardless of which party makes the determination of the termination payment (if any), there is no assurance that the proceeds from the sale of the Securities and/or liquidation of the Deposit plus or minus, as the case may be, such termination payment will be sufficient to repay the principal amount due to be paid in respect of the tes and any other amounts in respect thereof that are due. (xi) Swap Counterparty(ies): The Swap Counterparty in respect of the Default Swap (the Default Swap Counterparty ), the 24