Obligation CNP Assure 0% ( FR0010093328 ) en EUR

CNP Assure

100 % ⇌

France

FR0010093328 ( en EUR )

27/09/2004 - Obligation échue

Prospectus brochure de l'obligation CNP Assurances FR0010093328 en EUR 0%, échue

1 000 EUR

300 000 000 EUR

CNP Assurances est un groupe français spécialisé dans l'assurance des personnes, principalement actif dans les domaines de la prévoyance, de la santé et de la retraite, avec une forte présence en Europe et en Amérique latine.

L'Obligation émise par CNP Assure ( France ) , en EUR, avec le code ISIN FR0010093328, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 27/09/2004

Offering Circular dated 24 September 2004

CNP ASSURANCES
50,000,000
Undated Junior Subordinated Floating Rate Notes
to be assimilated (assimilables) with the
250,000,000 Undated Junior Subordinated Floating Rate Notes issued on 21 June 2004
bringing the total amount of the Undated Junior Subordinated Floating Rate Notes of the Issuer to 300,000,000
Issue Price: 100.25 per cent.
plus an amount of 34,583.33 corresponding to accrued interest on the aggregate principal amount of the
Notes for the period from, and including, 21 September 2004 to, but excluding, 27 September 2004
The 50,000,000 Undated Junior Subordinated Floating Rate Notes (the "Notes") of CNP Assurances (the "Issuer") will be deemed to be issued
outside the Republic of France and, subject as provided in "Terms and Conditions of the Notes - Interest - Interest Deferral" below, will bear interest at
a floating rate of 0.1 per cent. per annum above the EUR-TEC1O-CNO with a maximum of 9 per cent. per annum from, and including, 21 September
2004. Interest will be payable quarterly in arrear on the Interest Payment Dates (as defined herein) falling on, or nearest to, 21 September, 21
December, 21 March and 21 June, commencing on 21 December 2004. (See "Terms and Conditions of the Notes - Interest"). The Notes are identical
in all respects (save as to issue date and issue price), and will, upon listing, be assimilated as regards their financial service and form a single series
interchangeable for trading purposes (assimilables) with the existing 250,000,000 Undated Junior Subordinated Floating Rate Notes issued on 21
June 2004 (the "Original Notes").
The Notes will constitute direct, unsecured, undated and junior subordinated obligations of the Issuer and, subject to certain exceptions, will rank pari
passu and without any preference among themselves and equally and rateably with all other present or future direct, unsecured, undated and junior
subordinated obligations of the Issuer but behind prêts participatifs granted to, titres participatifs issued by, the Issuer, and behind dated deeply
subordinated obligations, ordinary subordinated obligations and unsubordinated obligations of or issued by the Issuer, as further described in "Terms
and Conditions of the Notes - Status".
Payment of interest may, in certain circumstances, be deferred at the option of the Issuer, as set out in "Terms and Conditions of the Notes -
Interest - Interest Deferral". Interest so differed will accumulate. In addition, the principal amount of the Notes may, in certain
circumstances, be reduced to enable the Issuer to continue its activities in accordance with applicable regulations, as set out in "Terms and
Conditions of the Notes - Loss Absorption and Return to Financial Health".
The Notes are undated and have no final maturity. The Issuer may at its option, with the prior written consent of the Commission de contrôle des
assurances, des mutuelles et des institutions de prévoyance ("CCAMIP"), redeem all, but not some only, of the Notes at their original principal
amount (together with accrued interest) on the Interest Payment Date falling on or nearest to 21 December 2009 or on any subsequent Interest Payment
Date, as set out in "Terms and Conditions of the Notes - Redemption and Purchase - Redemption at the Option of the Issuer". In addition, the Issuer
may, and in certain circumstances shall, with the prior written consent of the CCAMIP redeem all, but not some only, of the Notes at their original
principal amount (together with accrued interest) for certain tax and regulatory reasons (see "Terms and Conditions of the Notes - Redemption and
Purchase - Redemption for Taxation Reasons - Redemption for Regulatory Reasons").
Application has been made to list the Notes on the Luxembourg Stock Exchange.
The Notes have been accepted for clearance through Euroclear France, Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and
Euroclear (as defined below). The Notes will, upon issue, be inscribed (inscription en compte) in the books of Euroclear France which shall credit the
accounts of the Account Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination and Title") including Euroclear Bank
SA/N.V., as operator of the Euroclear System ("Euroclear") and the depositary bank for Clearstream, Luxembourg.
The Notes will be issued in bearer form in denominations of 1,000 on 27 September 2004 (the "Issue Date"). The Notes will at all times be
represented in book entry form (dématérialisé) in the books of the Account Holders in compliance with article L.211-4 of the French Code monétaire
et financier. No physical document of title will be issued in respect of the Notes.
HSBC

The Issuer confirms that this Offering Circular contains all information with respect to the Issuer and the
Notes which is material in the context of the issue and offering of the Notes; such information is true and
accurate in all material respects and is not misleading in any material respect; any opinions or intentions
expressed in this Offering Circular by the Issuer are honestly held or made; there are no other facts in
relation to the Issuer the omission of which would, in the context of the issue and the offering of the Notes,
make any statement in this Offering Circular misleading in any material respect; and all reasonable enquiries
have been made to ascertain and verify the foregoing. The Issuer accepts responsibility for the information
contained in this document accordingly.
In making an investment decision regarding the Notes, prospective investors should rely on their own
independent investigation and appraisal of the Issuer, its business and the terms of the offering, including the
merits and risks involved. The contents of this Offering Circular are not to be construed as legal, business or
tax advice. Each prospective investor should consult its own advisers as to legal, tax, financial, credit and
related aspects of an investment in the Notes.
This Offering Circular does not constitute an offer of, or an invitation or solicitation by or on behalf of the
Issuer or the Manager (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the
Notes. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions,
including the United States, the United Kingdom and France, may be restricted by law. Persons into whose
possession this Offering Circular comes are required by the Issuer and the Manager to inform themselves
about and to observe any such restrictions. For a description of certain restrictions on offers and sales of
Notes and distribution of this Offering Circular, see "Subscription and Sale" below.
This Offering Circular may only be used for the purpose for which is has been published.
No person is authorised to give any information or to make any representation not contained in this
Offering Circular and any information or representation not so contained must not be relied upon as having
been authorised by or on behalf of the Issuer or the Manager. The delivery of this Offering Circular at any
time does not imply that the information contained in it is correct as at any time subsequent to its date.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and, subject to certain exceptions, may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
("Regulation S")).
In this Offering Circular, unless otherwise specified or the context requires, references to "euro", "EUR"
and "" are to the single currency of the participating member states of the European Economic and
Monetary Union.
In connection with this issue HSBC Bank plc or any person acting for him may over-allot or effect
transactions with a view to supporting the market price of the Notes and/or the Original Notes at a level
higher than that which might otherwise prevail for a limited period. However, there may be no obligation
on the Stabilisation Agent or any agent of his to do this. Such stabilising, if commenced, may be
discontinued at any time, and must be brought to an end after a limited period. Any such transactions will
be carried out in compliance with all applicable law and regulations.

2

TABLE OF CONTENTS
TERMS AND CONDITIONS OF THE NOTES ........................................................................................... 4
USE OF PROCEEDS................................................................................................................................. 17
DESCRIPTION OF THE ISSUER ............................................................................................................. 18
EXTRACTS OF CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER FOR THE YEAR
ENDED 31 DECEMBER 2003 .......................................................................................................... 41
STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
YEAR ENDED 31 DECEMBER 2003 ............................................................................................... 82
CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER FOR THE HALF-YEAR PERIOD
ENDED 30 JUNE 2004...................................................................................................................... 84
STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS OF THE
ISSUER FOR THE HALF-YEAR PERIOD ENDED 30 JUNE 2004 ................................................ 107
INTERIM REPORT FOR THE HALF-YEAR PERIOD ENDED 30 JUNE 2004 ...................................... 108
CAPITALISATION.................................................................................................................................. 121
SUBSCRIPTION AND SALE.................................................................................................................. 122
GENERAL INFORMATION ................................................................................................................... 124

INCORPORATION BY REFERENCE
The Issuer's annual report relating to its financial year ending on 31 December 2003 is incorporated by
reference herein.
Copies of the annual report are available without charge on request at the principal office of CNP Assurances
or of the paying agents (Kredietbank S.A. Luxembourgeoise and Euro Emetteurs Finance).

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TERMS AND CONDITIONS OF THE NOTES
The 50,000,000 Undated Junior Subordinated Floating Rate Notes (the "Notes") deemed to be issued outside
the Republic of France by CNP Assurances (the "Issuer") have been authorised pursuant to a resolution of the
Directoire of the Issuer adopted on 1 September 2004 and a decision of Antoine Lissowski, a member of the
Directoire of the Issuer dated 1 September 2004. An agency agreement dated 21 June 2004, as amended and
supplemented by a first supplemental agency agreement dated 27 September 2004 (together, the "Agency
Agreement") has been entered into in relation to the Notes between the Issuer, Kredietbank S.A.
Luxembourgeoise, as fiscal agent and principal paying agent (together with any substitute fiscal agent and
principal paying agent, the "Fiscal Agent") and as agent bank (together with any substitute agent bank, the
"Agent Bank") and Euro Emetteurs Finance, as paying agent (together with the Fiscal Agent and any
substitute or additional paying agents which may be appointed from time to time under the Agency
Agreement, the "Paying Agents"). The Notes will be assimilated as regards their financial service and form a
single series interchangeable for trading purposes (assimilables) with the existing 250,000,000 Undated
Junior Subordinated Floating Rate Notes issued on 21 June 2004 (the "Original Notes"). Certain statements
in these Terms and Conditions of the Notes (the "Conditions") are summaries of, and are subject to, the
detailed provisions of the Agency Agreement, copies of which are available for inspection during normal
business hours at the specified offices of the Paying Agents. Holders of the Notes are deemed to have notice
of the provisions of the Agency Agreement and are bound by, and entitled to the benefit of, those provisions
which relate to their rights under the Notes or are otherwise applicable to them. References in these
Conditions to any provision of the French Code des Assurances or any other law or decree shall be construed
as references to such provision as amended, re-enacted, or supplemented by any order made under, or
deriving validity from, such provision.
1
Definitions
For the purposes of these Conditions:
"Business Day Convention" means the postponement of any Interest Payment Date that is not a TARGET
Settlement Day to the next following such day unless the next such day falls in the next calendar month in
which case such Interest Payment Date shall be the immediately preceding such day.
"CCAMIP" means the Commission de contrôle des assurances, des mutuelles et des institutions de
prévoyance, the authority in charge of the supervision of the Issuer for regulatory purposes.
"Dated Junior Subordinated Obligations" means any Obligations (including any bonds or notes) of the
Issuer which constitute direct, unsecured, dated and junior subordinated obligations of the Issuer and shall at
all times rank pari passu and without any preference among themselves and equally and rateably with any
other existing or future Dated Junior Subordinated Obligations, but in priority to Undated Junior Subordinated
Obligations and behind prêts participatifs granted to, and titres participatifs issued by, the Issuer, Ordinary
Subordinated Obligations and Unsubordinated Obligations of the Issuer.
"Interest Determination Date" means, in respect of any Interest Period, the second TARGET Settlement
Day prior to the first day of such Interest Period.
"Interest Payment Date" means 21 September, 21 December, 21 March and 21 June in each year,
commencing on 21 December 2004 provided, however, that if any Interest Payment Date is not a TARGET
Settlement Day, it shall be the next following such day unless the next such day falls in the next calendar
month in which case such Interest Payment Date shall be the immediately preceding such day.
"Interest Period" means the period beginning on (and including) 21 September 2004 and ending on (but
excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest
Payment Date and ending on (but excluding) the next succeeding Interest Payment Date.

4

"Issue Date" means 27 September 2004.
"Margin" means 0.1 per cent. per annum.
"Noteholders" means the holders of the Notes.
"Obligations" means, in respect of any person, any obligation expressed to be assumed by or imposed on it
under or arising as a result of any contract, agreement, document, instrument or conduct or relationship or
directly by the law.
"Ordinary Subordinated Obligations" means any Obligations (including any bonds or notes) of the Issuer
which constitute direct, unsecured and subordinated obligations of the Issuer and shall at all times rank pari
passu and without any preference among themselves and equally and rateably with any other existing or
future Ordinary Subordinated Obligations, but in priority to Undated Junior Subordinated Obligations, Dated
Junior Subordinated Obligations, prêts participatifs granted to, and titres participatifs issued by, the Issuer,
and behind Unsubordinated Obligations of the Issuer.
"Original Principal Amount" means the nominal value of each Note on the Issue Date (i.e. 1,000), not
taking into account any Loss Absorption or Reinstatement pursuant to Condition 5.
"Principal Amount" means at any time the principal amount of each Note, calculated on the basis of the
Original Principal Amount of such Notes as reduced, as the case may be, following a Regulatory Event and/or
reinstated, as the case may be, following a Return to Financial Health pursuant to Condition 5.
"Rate of Interest" means a rate per annum equal to the sum of the Reference Rate and the Margin with a
maximum of 9 per cent. per annum.
"Reference Rate" means, in respect of any Interest Period, the EUR-TEC10-CNO rate calculated by Comité
de Normalisation Obligataire which appears on the Reuters Screen TRESORTEC10 Page as of 10:00 a.m.,
Paris time, as determined by the Agent Bank on the relevant Interest Determination Date. For information
purposes only, the EUR-TEC10-CNO, established in April 1996, is the percentage yield (rounded to the
nearest second decimal point, 0.005 per cent. being rounded upwards) of a notional 10 year French Treasury
Bond (Obligation Assimilable du Trésor, OAT) corresponding to the linear interpolation between the yield to
maturity of the two actual OATs (the "Reference OATs") whose periods to maturity are closest in duration to
the notional 10 year OAT, one Reference OAT's duration being of less than 10 years and the other Reference
OAT's duration being greater than 10 years. If, on any Interest Determination Date, such rate does not appear
on the Reuters Screen TRESORTEC10 Page (or on any successor or replacement page), EUR-TEC10-CNO
shall be determined by the Agent Bank on the basis of the mid-market prices for each of the two Reference
OATs, which would have been used by the Comité de Normalisation Obligataire for the calculation of EUR-
TEC10-CNO, quoted by five Spécialistes en Valeurs du Trésor at approximately 10:00 a.m. Paris time on the
Interest Determination Date in question. The Agent Bank will request each Spécialiste en Valeurs du Trésor to
provide a quotation of its price and the relevant EUR-TEC10-CNO will be the redemption yield of the
arithmetic mean of such quotations as determined by the Agent Bank after disregarding the highest and lowest
such quotations. The above-mentioned redemption yield shall be determined by the Agent Bank in accordance
with the formula that would have been used by the Comité de Normalisation Obligataire for the
determination of EUR-TEC10-CNO.
"TARGET Settlement Day" means a day on which the TARGET System, or any successor thereto, is
operating.
"TARGET System" means the Trans European Automated Real Time Gross Settlement Express Transfer
System or any successor thereto.
"Undated Junior Subordinated Notes" means any bonds or notes of the Issuer which constitute direct,
unsecured, undated and junior subordinated obligations (titres très subordonnés) of the Issuer and shall at all

5

times rank pari passu and without any preference among themselves and equally and rateably with any other
existing or future Undated Junior Subordinated Obligations of the Issuer, but shall be subordinated to Dated
Junior Subordinated Obligations of the Issuer, prêts participatifs granted to, and titres participatifs issued by,
the Issuer, and to Ordinary Subordinated Obligations and to Unsubordinated Obligations of the Issuer.
"Undated Junior Subordinated Obligations" means any undated junior subordinated notes (including the
Notes) or other junior subordinated Obligations (engagements très subordonnés) of the Issuer which rank, or
are expressed to rank, pari passu with the Notes.
"Unsubordinated Obligations" means any Obligations (including any bonds or notes) of the Issuer which
constitute direct, unsecured and unsubordinated Obligations of the Issuer and shall at all times rank pari passu
and without any preference among themselves and equally and rateably with any other existing or future
Unsubordinated Obligations, but in priority to Dated Junior Subordinated Obligations, Undated Junior
Subordinated Obligations of the Issuer, prêts participatifs granted to, and titres participatifs issued by, the
Issuer and Ordinary Subordinated Obligations of the Issuer.
2
Form, Denomination and Title
The Notes are issued in dematerialised bearer form (au porteur) in the denomination of 1,000. Title to the
Notes will be evidenced in accordance with article L.211-4 of the French Code monétaire et financier by book
entries (dématérialisation). No physical document of title (including certificats représentatifs pursuant to
Article 7 of Decree No. 83-359 of 2 May 1983) will be issued in respect of the Notes.
The Notes will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of
the Account Holders. For the purpose of these Conditions, "Account Holder" shall mean any authorised
financial intermediary institution entitled, either directly or indirectly, to hold accounts on behalf of its
customers with Euroclear France, and includes Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear") and the depositary bank for Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"). Title to the Notes shall be evidenced by entries in the books of Account Holders and will
pass upon, and transfer of Notes may only be effected through, registration of the transfer in such books.
3
Status
The Notes are Undated Junior Subordinated Notes issued pursuant to the provisions of article L.228-97 of the
French Code de commerce, as amended by law no. 2003-706 on financial security dated 1 August 2003.
The obligations of the Issuer under the Notes in respect of principal, interest and other amounts, constitute
direct, unsecured and, to the extent referred to in the following paragraph, Undated Junior Subordinated
Obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves
and equally and rateably with any other existing or future direct, unsecured and Undated Junior Subordinated
Obligations of the Issuer, but shall be subordinated to Dated Junior Subordinated Obligations of the Issuer,
prêts participatifs granted to, and titres participatifs issued by, the Issuer, to Ordinary Subordinated
Obligations and to Unsubordinated Obligations of the Issuer.
If any judgement is rendered by any competent court declaring the judicial liquidation (liquidation judiciaire)
or, following an order of redressement judiciaire, the sale of the whole business (cession totale de
l'entreprise) of the Issuer, or if the Issuer is liquidated for any reason, the rights of payment of the Noteholders
in respect of principal, interest and other amounts will be calculated on the basis of the Original Principal
Amount of the Notes together with accrued interest and to the extent that all other creditors of the Issuer
(including insurance companies and entities referred to in article R.322-132 of the French Code des
Assurances reinsured by the Issuer and holders of insurance policies issued by such entities, creditors with
respect to Dated Junior Subordinated Obligations of the Issuer, lenders in relation to prêts participatifs
granted to, and holders of titres participatifs issued by, the Issuer, creditors with respect to Ordinary

6

Subordinated Obligations and Unsubordinated Obligations of the Issuer) ranking in priority to the
Noteholders have been or will be fully reimbursed, as ascertained by the liquidator.
Pursuant to article L.327-2 of the French Code des Assurances, a lien (privilège) over the movable assets
of the Issuer is granted for the benefit of the Issuer's policyholders. Noteholders, even if they are
policyholders of the Issuer, do not have the benefit of such lien in relation to amounts due under the Notes.
4
Interest
(a)
Interest Payment Dates
Each Note bears interest on its then Principal Amount from and including 21 September at the Rate of
Interest, payable quarterly in arrear on each Interest Payment Date, commencing on 21 December 2004.
(b) Interest
Payments

Interest payments will be made subject to, and in accordance with, the provisions of

Condition 6. Each Note will cease to bear interest from the date on which it is due to be redeemed, unless
payment of principal is improperly withheld or refused on such date. In such event, it shall continue to bear
interest in accordance with this Condition (both before and, to the extent permitted by law, after judgement)
until whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that day are
received by or on behalf of the relevant Noteholder, and (ii) the day seven days after the Fiscal Agent has
notified Noteholders of receipt of all sums due in respect of all the Notes up to that seventh day (except to the
extent that there is failure in the subsequent payment to the relevant Noteholders under these Conditions).
(c) Interest
Amount
The amount of any interest payable in respect of any Note for an Interest Period shall be calculated by
multiplying the then Principal Amount of each Note by the Rate of Interest, dividing by four, and rounding the
resultant figure to the nearest euro cent (half a cent being rounded upwards) (the "Interest Amount"). For the
avoidance of doubt, neither the Interest Amount or any accrued interest will be adjusted if an Interest Payment
Date is postponed or brought forward in accordance with the Business Day Convention.
The amount of any interest payable in respect of a Note for a period which is shorter than an Interest Period (a
relevant period) shall be calculated by multiplying the product of the then Principal Amount of each Note
and the Rate of Interest by the number of days in the relevant period divided by 360 (the number of days to be
calculated on the basis of a year of 360 days with 12 30-day months (unless (a) the last day of the relevant
period is the 31st day of a month but the first day of the relevant period is a day other than the 30th or 31st
day of a month, in which case the month that includes that last day shall not be considered to be shortened to
a 30-day month, or (b) the last day of the relevant period is the last day of the month of February, in which
case the month of February shall not be considered to be lengthened to a 30-day month).
The Agent Bank shall, as soon as practicable after 10.00 a.m., Paris time, on each Interest Determination
Date, determine the Rate of Interest and calculate the Interest Amount payable (if any) on the relevant Interest
Payment Date on each Note for the relevant Interest Period.
(d) Interest
Deferral
(1) Optional and Compulsory Interest Payment Dates
A "Compulsory Interest Payment Date" means any Interest Payment Date which is not an Optional Interest
Payment Date.
An "Optional Interest Payment Date" means each Interest Payment Date on which either of the following
circumstances applies:

7

(i) at the annual general meeting of the shareholders of the Issuer immediately prior to such Interest Payment
Date no dividend was declared on any ordinary shares of the Issuer or
(ii) the Agent Bank has received written notice from the Issuer confirming that a Regulatory Intervention (as
defined below) has occurred and such Regulatory Intervention is continuing on such Interest Payment Date
and no dividend has been declared by the annual general meeting of the shareholders on any ordinary shares
of the Issuer since the date on which such Regulatory Intervention has occurred.
For the purposes of this paragraph, "Regulatory Intervention" means a request to the Issuer from the
CCAMIP or its successor or any other relevant regulator to restore the minimum solvency margin (marge de
solvabilité minimum) prescribed by the provisions of articles L.334-1, R.334-1 et seq. and A.334-1 et seq. of
the French Code des Assurances (as determined by the Issuer and notified to the Agent Bank not later than
seven days prior to the relevant Interest Payment Date).
On any Optional Interest Payment Date, the Issuer may, at its option, pay all (but not part only) of the interest
in respect of the Notes accrued to that date in respect of the Interest Period ending on such Optional Interest
Payment Date, but the Issuer shall have no obligation to make such payment and any such failure to pay shall
not constitute a default by the Issuer under the Notes or for any other purpose. Any interest in respect of the
Notes not paid on an Optional Interest Payment Date in accordance with this Condition shall, so long as it
remains outstanding, constitute "Arrears of Interest" and shall be payable as set out below.
(2) Arrears of Interest
Arrears of Interest, together with the corresponding Additional Interest Amount, may, at the option of the
Issuer, be paid in whole or in part (but if in part, in an amount equal to the whole of the interest (including, for
the avoidance of doubt, any Additional Interest Amount) attributable to a particular Interest Period) on any
Optional Interest Payment Date, provided that the Issuer has elected to pay the interest due on such Optional
Interest Payment Date in respect of the Interest Period ending on such Optional Interest Payment Date. All
Arrears of Interest, together with the corresponding Additional Interest Amount, in respect of all Notes for the
time being outstanding shall become due in full on whichever is the earlier of:
(i)
the next Interest Payment Date if such Interest Payment Date is a Compulsory Interest Payment
Date or
(ii)
the date on which the Notes are due to be redeemed pursuant to, and in accordance with,
Condition 6.
Arrears of Interest shall bear interest at the same rate as the Notes determined in accordance with Condition
4(a). The amount of such interest (the "Additional Interest Amount") shall be due and payable in
accordance with this Condition 4 and shall be calculated by the Agent Bank in the same way as interest on the
Notes in accordance with this Condition 4; provided that any Interest Amount not paid by the Issuer on an
Optional Interest Payment Date (other than an Optional Interest Payment Date falling on, or nearest to, 21
June) shall only bear interest as from the next Interest Payment Date 21 June. Accordingly, the Additional
Interest Amount shall only be added to the Arrears of Interest as aforesaid after it has accrued for a period of
one year in accordance with the provisions of article 1154 of the French Code Civil.
(3) Notice of Deferral and Payment of Arrears of Interest
The Issuer shall give not less than seven days' prior notice to the Noteholders in accordance with Condition
11 and shall inform the Luxembourg Stock Exchange of its election in respect of any Optional Interest
Payment Date (i) pursuant to Condition 4 (d)(1), not to make the relevant payment of interest which would
otherwise have been due on such date and (ii) pursuant to Condition 4 (d)(2), to pay on such date all or part of
any Arrears of Interest together with any corresponding Additional Interest Amount.

8

(4) Partial Payment of Arrears of Interest and Additional Interest Amounts
If amounts due in respect of Arrears of Interest and Additional Interest Amount become partially payable, then
Arrears of Interest and, as the case may be, the corresponding Additional Interest Amount in respect of any
Interest Period shall not be payable until full payment has been made of all Arrears of Interest and, as the case
may be, the corresponding Additional Interest Amount that have accrued in respect of all earlier Interest
Periods.
(e)
Publication of Rate of Interest, Interest Amount and Interest Payment Date
The Agent Bank will cause (i) the Rate of Interest, the Interest Amount for each Interest Period and the
relevant Interest Payment Date and (ii) if interest has been previously deferred pursuant to Condition 4(d)(1),
also the aggregate amount of the Arrears of Interest and, as the case may be, the corresponding Additional
Interest Amount which would be payable on such Interest Payment Date if Arrears of Interest and, as the case
may be, the corresponding Additional Interest Amount were to become due on such Interest Payment Date
pursuant to Condition 4(d)(2) to be notified (a) to the Issuer, the Fiscal Agent (if different from the Agent
Bank) and each other Paying Agent (if any) and the Luxembourg Stock Exchange not later than 3.00 p.m.
(Paris time) on the Interest Determination Date and (b) to the Noteholders in accordance with Condition 11 as
soon as possible after their determination but in no event later than the second business day thereafter. The
Interest Amount, Interest Payment Date and, if applicable, Arrears of Interest together with any corresponding
Additional Interest Amount so published may subsequently be amended by the Agent Bank (or appropriate
alternative arrangements made by way of adjustment) in the event of an extension or shortening of the Interest
Period. If the Notes become due and payable under Condition 6(c)(2) or under Condition 6(e) other than on
an Interest Payment Date, the Rate of Interest and the Interest Amount shall nevertheless continue to be
calculated as previously by the Agent Bank in accordance with this Condition 4 but no publication of the Rate
of Interest, the Interest Amount or the Arrears of Interest (or any corresponding Additional Interest Amount)
so calculated need be made.
(f)
Certificates etc. to be final
All certificates, communications, opinions, determinations, calculations, quotations and decisions given,
expressed, made or obtained for the purpose of the Conditions by the Agent Bank shall (in the absence of
wilful default, bad faith or manifest error) be binding on the Issuer, the Agent Bank, the Paying Agents, the
Fiscal Agent and all the Noteholders. No Noteholder shall (in the absence as aforesaid) be entitled to proceed
against the Agent Bank or any of them in connection with the exercise or non-exercise by them of their
powers, duties and discretions.
5
Loss Absorption and Return to Financial Health
(a) Loss
Absorption
If the Issuer no longer meets 100 per cent. of the minimum solvency margin prescribed by the French Code
des Assurances (a "Regulatory Event"), the Directoire of the Issuer undertakes to propose to its
shareholders, at the occasion of the annual general meeting immediately following the occurrence of the
Regulatory Event, a share capital increase or any other measure to remedy such Regulatory Event.
If then,
(i)
the share capital increase or any other proposed measures are not accepted by the extraordinary
shareholders' meeting of the Issuer, or if the share capital increase adopted by such extraordinary
shareholders' meeting is insufficiently subscribed to remedy the Regulatory Event, and
(ii)
the amount of the losses has not been totally set off against the increase of the shareholders funds
(capitaux propres) of the Issuer, following the implementation of the measures adopted by the
Directoire or the extraordinary shareholders' meeting (as the case may be and as described above),

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the Directoire of the Issuer may implement a reduction of the then Principal Amount of the Notes (``Loss
Absorption'') to off-set its losses and thereafter, to enable it to continue its business. A Loss Absorption will
be implemented by a partial or full reduction of the then Principal Amount of the Notes, it being specified,
notwithstanding any other provision of these Conditions, that the Principal Amount of each Note shall never
be reduced to an amount lower than one cent.
For the avoidance of doubt, until the Regulatory Event in question has been cured, the Interest Amount due in
respect of each Note will, pursuant to Condition 4(c), be calculated on the reduced amount of principal of
each Note (the then Principal Amount) but each Note will, despite the continuance of such Regulatory Event,
remain repayable at its full Original Principal Amount (together with accrued interest) if the Issuer is
liquidated pursuant to Condition 6(e) below.
The amounts by which the then Principal Amount is reduced to enable the Issuer to continue its business
without weakening its financial structure will be the lower of (i) the amount of losses not set off against a
share capital increase implemented in accordance with the first paragraph of Condition 5 (a) and (ii) the
amounts of the then Principal Amount before reduction.
Any such reduction shall be applied in respect of each Note equally and, in the event the Issuer has other
Undated Junior Subordinated Obligations or other Obligations which rank pari passu with the Notes
outstanding, such reduction will be applied on a pro-rata basis among them.
The then Principal Amount of the Notes pursuant to the above provision may be reduced on one or more
occasions, as required.
(b)
Return to Financial Health
Once the Issuer has met 100 per cent. of the minimum solvency margin described by the French Code des
Assurances (a "Return to Financial Health"), the Issuer shall forthwith increase the then Principal Amount
of the Notes (a "Reinstatement"), to the extent any such Reinstatement (either up to the Original Principal
Amount or up to any other amount lower than the Original Principal Amount) does not trigger the occurrence
of a Regulatory Event.
Following a Reinstatement, the Principal Amount of the Notes may never be greater than the Original
Principal Amount of the Notes.
Any such Reinstatement shall be applied in respect of each Note equally and, in the event the Issuer has
outstanding other Undated Junior Subordinated Obligations which may also benefit from a reinstatement in
accordance with their terms, a Reinstatement will be applied on a pro-rata basis with other reinstatements
made on such other Undated Junior Subordinated Obligations.
However, in any event, whether or not a Return to Financial Health has occurred, the Issuer shall increase the
then Principal Amount of the Notes up to the Original Principal Amount of the Notes if the Issuer (i) is
deemed to have declared a dividend (as set out in Condition 4 (d)(2), (ii) has redeemed, repurchased or
otherwise acquired any class of share capital or any other equity securities issued by the Issuer, by any means
(except however shares bought back by the Issuer in the context of its own buy-back programme (programme
de rachat d'actions)), (iii) has redeemed, repurchased or otherwise acquired any Undated Junior Subordinated
Obligations or any other Obligations of the Issuer which rank pari passu with, or junior to, the Notes, in
accordance with their terms or (iv) redeems or purchases the Notes, in accordance with Condition 6(b) to (g).
(c) Notices
Notice of any Regulatory Event and of any Return to Financial Health shall be given to the Noteholders in
accordance with Condition 11 and (for so long as the rules of the Luxembourg Stock Exchange so require) to
the Luxembourg Stock Exchange. Such notice shall be given as soon as practicable, following the occurrence
of any Regulatory Event or of any Return to Financial Health. Notice of any reduction of the then Principal

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