Obligation CNP ASSURANCES 2% ( FR0010203026 ) en EUR

CNP ASSURANCES

83.25 % ▲

France

FR0010203026 ( en EUR )

2% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation CNP ASSURANCES FR0010203026 en EUR 2%, échue

10 000 EUR

75 000 000 EUR

L'Obligation émise par CNP ASSURANCES ( France ) , en EUR, avec le code ISIN FR0010203026, paye un coupon de 2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

OFFERING CIRCULAR DATED 24 JUNE 2005

CNP ASSURANCES
75,000,000
UNDATED JUNIOR SUBORDINATED FIXED TO FLOATING RATE NOTES
Issue Price: 100.00 per cent.
The 75,000,000 Undated Junior Subordinated Fixed to Floating Rate Notes (the Notes) of CNP Assurances (the Issuer) will be issued
outside the Republic of France on 27 June 2005.
Each Note will bear interest on its then Principal Amount at a fixed rate of 7.00 per cent. per annum from (and including) 27 June 2005
(the Issue Date ) to (but excluding) 27 June 2009 (the Fixed Rate Period), payable annually in arrear on 27 June in each year and
thereafter (the Floating Rate Period) at a Floating Rate per annum payable annually in arrear on or about 27 June in each year,
commencing on or about 27 June 2010, as set out in "Terms and Conditions of the Notes -- Interest".
The Notes are undated perpetual obligations in respect of which there is no fixed redemption date. The Issuer shall have the right (subject
to the prior approval of the Relevant Supervisory Authority) to redeem the Notes, in whole but not in part, on any Interest Payment Date
from and including 27 June 2010 as further specified in "Terms and Conditions of the Notes -- Redemption and Purchase". In addition,
the Issuer may, and in certain circumstances shall, (subject to the prior approval of the Relevant Supervisory Authority) redeem the Notes
at any time for taxation reasons or for regulatory reasons, as set out in "Terms and Conditions of the Notes -- Redemption and Purchase".
The obligations of the Issuer under the Notes in respect of principal, interest and other amounts, constitute direct, unconditional, unsecured
and Undated Junior Subordinated Obligations of the Issuer and shall at all times rank without any preference among themselves and
equally and rateably with any other existing or future Undated Junior Subordinated Obligations, but behind all present and future Dated
Junior Subordinated Obligations, prêts participatifs granted to, and titres participatifs issued by, the Issuer, Ordinary Subordinated
Obligations and Unsubordinated Obligations, as further described in "Terms and Conditions of the Notes - Status".
Payment of interest on the Notes may or, in certain circumstances, shall be suspended, as set out in "Terms and Conditions of the
Notes -- Interest -- Compulsory Interest and Optional Interest". Any interest not paid on such dates will be lost and will
therefore no longer be due and payable by the Issuer. In addition, the principal amount of the Notes shall, 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 ".
Payments in respect of the Notes will be made without deduction for, or on account of, French taxes to the extent set out in "Terms and
Conditions of the Notes -- Taxation".
Application has been made to list the Notes on the regulated market of the Luxembourg Stock Exchange.
The Notes have been accepted for clearance through Euroclear France, Clearstream, Luxembourg and Euroclear. The Notes will, upon
issue, be inscribed in the books of Euroclear France which shall credit the accounts of the Account Holders (as defined herein). The Notes
will be issued in bearer form in the denomination of 10,000 each and will at all times, in compliance with Article L.211-4 of the French
Code monétaire et financier, be represented in book-entry form (inscription en compte) in the books of the Account Holders, as set out in
"Terms and Conditions of the Notes -- Form, Denomination and Title".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) and may not be
offered or sold in the United States or to, or for the benefit of, U.S. persons unless the Notes are registered under the Securities Act or an
exemption from the registration requirements of the Securities Act is available.
Potential investors should read carefully the section entitled "Investment Considerations" set out below before making a decision
to invest in the Notes.
Manager
DEUTSCHE BANK

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. Potential investors should read
carefully the section entitled "Investment Considerations" set out below before making a decision to
invest 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, France and Italy, 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 Regula tion 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 Deutsche Bank AG, London Branch (the Stabilisation Agent) or any
person acting for it may over-allot or effect transactions with a view to supporting the market price
of the 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 stabilisation transactions will be carried out in compliance with all
applicable law and regulations.
2

TABLE OF CONTENTS

Clause

Page

INCORPORATION BY REFERENCE

4
INVESTMENT CONSIDERATIONS

5
SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES

7
TERMS AND CONDITIONS OF THE NOTES

15
USE OF PROCEEDS

31
CAPITALISATION TABLE

32
DESCRIPTION OF THE ISSUER

33
REPORT OF THE MANAGEMENT BOARD

52
FINANCIAL STATEMENTS

116
RECENT DEVELOPMENTS

167
SUBSCRIPTION AND SALE

181
GENERAL INFORMATION

184

3

INCORPORATION BY REFERENCE
The Issuer's annual report relating to its financial years ending on 31 December 2003 and 2004 and
the Issuer's articles of association (statuts) are incorporated by reference herein.
Copies of these documents are available without charge on request at the principal office of CNP
Assurances or of the paying agents in France and in Luxembourg.
4

INVESTMENT CONSIDERATIONS
The following is a summary of certain aspects of the offering of the Notes of which prospective
investors should be aware. Prior to making an investment decision, prospective investors should
consider carefully all of the information set out in this Offering Circular, including in particular the
following investment considerations detailed below. This summary is not intended to be exhaustive
and prospective investors should make their own independent evaluations of all investment
considerations and should also read the detailed information set out elsewhere in this Offering
Circular. Terms defined in the terms and conditions shall have the same meaning where used below.
The Notes are Junior Subordinated Notes
The Issuer's obligations under the Notes are junior subordinated obligations of the Issuer which are
the most junior debt instruments of the Issuer, subordinated to and ranking behind the claims of all
other unsubordinated and ordinary subordinated creditors of the Issuer, lenders in relation to prêts
participatifs granted to the Issuer and holders of titres participatifs issued by the Issuer and holders of
Dated Junior Subordinated Obligations. The Issuer's obligations under the Notes rank in priority only
to any class of share capital or any other equity securities of the Issuer.
Undated Securities
The Notes are undated securities with no fixed maturity date. The Issuer is under no obligation to
redeem the Notes at any time, except for certain taxation reasons or if a judgment is issued for the
judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any other
reason.
Restrictions on Payment
Interest
For so long as the compulsory interest provisions do not apply, the Issuer may elect, and in certain
circumstances shall be required, not to pay interest falling due on the Notes on any Optional Interest
Payment Date, with a view in particular to allowing the Issuer to ensure the continuity of its activities
without weakening its financial structure. Any interest not so paid on any such Optional Interest
Payment Date shall be lost and shall therefore no longer be due and payable by the Issuer.
Principal
As further specified under Condition 5 (Loss Absorption and Return to Financial Health) below:
(i) the Original Principal Amount or then Principal Amount of the Notes may be reduced, as required,
on one or more occasions following a Solvency Event; and
(ii) following any such reductions, the then Principal Amount of the Notes may be increased, as
required, on one or more occasions following a Return to Financial Health.
In the event of the occurrence of a Solvency Event, the management board (Directoire) of the Issuer
undertakes to convene an extraordinary shareholders' meeting during the 3 month period immediately
following the occurrence of the Solvency Event to propose to its shareholders a share capital increase
or any other measure to remedy such Solvency Event. If no satisfactory measure is taken in order to
fully cure the Solvency Event, a Loss Absorption will be implemented by a partial or full reduction of
the then Principal Amount, all as further specified in Condition 5(a).
Interest Rate
Interest on the Notes for each Floating Rate Period is linked to the 10-year Constant Maturity Swap
rate (CMS 10), the annual rate for euro interest rate swap transactions with a maturity of 10 years. The
5

CMS 10 is a variable rate and as such is not pre-defined for the lifespan of the Notes; conversely it
allows investors to follow market changes with an instrument reflecting changes in the levels of
yields. Higher rates mean a higher interest and lower rates mean a lower interest.
Curve shape changes will also affect the market value of the Notes: any steepening of the long end of
the yield curve will increase the market value of the Notes and conversely any flattening of the long
end will decrease the market value of the Notes. Any steepening of the short end of the yield curve
will decrease the market value of the Notes and vice versa.
The Floating Rate applicable to the Notes on each Floating Rate Payment Date is subject to a
minimum of 2.00 per cent per annum and a maximum which depends on the evolution of the spread
between the CMS 10 and the 2-year Constant Maturity Swap rate. This maximum means that if
interest rates increase generally but the difference between short term and long term interest rate does
not change, decreases or increases to a lesser extent than interest rates generally, interest may accrue
on the Notes at a relatively lower rate than the prevailing interest rates for investments with a
comparable maturity. See "Terms and Conditions of the Notes - Interest".
No Limitation on Issuing or Guaranteeing Debt
There is no restriction on the amount of debt which the Issuer may issue or guarantee. The Issuer and
its subsidiaries and affiliates may incur additional indebtedness or grant guarantees in respect of
indebtedness of third parties, including indebtedness or guarantees that rank senior in priority of
payment to the Notes. If the Issuer's financial condition were to deteriorate, the Noteholders could
suffer direct and materially adverse consequences, including reduction of the then Principal Amount
of the Notes, loss of interest and, if the Issuer were liquidated (whether voluntarily or involuntarily),
loss by Noteholders of their entire investment.
Redemption Risk
The Notes are undated securities with no specified maturity date. Nevertheless, the Notes may be
redeemed in whole (but not in part), at the option of the Issuer, (i) on 27 June 2010 and on any Interest
Payment Date thereafter or (ii) at any time for certain tax or regulatory reasons.
There can be no assurance that, at the relevant time, Noteholders will be able to reinvest the amounts
received upon redemption at a rate that will provide the same return as their investment in the Notes.
No prior market for the Notes
There is currently no existing market for the Notes, and there can be no assurance that any market will
develop for the Notes or that Noteholders will be able to sell their Notes in the secondary market.
There is no obligation to make a market in the Notes. Application has been made to list the Notes on
the regulated market of the Luxembourg Stock Exchange.
No legal and tax advice
Each prospective investor should consult its own advisers as to legal, tax and related aspects of an
investment in the Notes.
6

SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES
The following summary refers to certain provisions of the Terms and Conditions of the Notes and is
qualified by the more detailed information contained elsewhere in this Offering Circular. Defined
terms used herein have the meaning given to them in "Terms and Conditions of the Notes".
Issuer:
CNP Assurances
Description:
Undated Junior Subordinated Fixed to Floating
Rate Notes
Aggregate Principal Amount:
75,000,000 Undated Junior Subordinated Fixed
to Floating Rate Notes (the Notes), with an initial
principal amount of 10,000 per Note (the
Original Principal Amount).

The Principal Amount of the Notes may be
reduced under certain circumstances as described
below (see "Loss Absorption" below).

For the purposes of this summary, Principal
Amount means the principal amount of each
Note at any time taking into account any
reduction or increase in accordance with the Loss
Absorption or Reinstatement provisions as
described below (see "Loss Absorption" and
"Return to Financial Health" below).
Issue Price:
100.00% of the Original Principal Amount.
Maturity:
The Notes are undated perpetual obligations and
have no fixed maturity date, but may be called at
the option of the Issuer under certain
circumstances as described below (see "Early
Redemption" below).
Status of the Notes:
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, unconditional, unsecured and
Undated Junior Subordinated Obligations and
rank and shall at all times rank without any
preference among themselves and equally and
rateably with any other existing or future
Undated Junior Subordinated Obligations, but
behind all present and future Dated Junior
Subordinated Obligations, prêts participatifs
granted to, and titres participatifs issued by, the
Issuer, Ordinary Subordinated Obligations and
Unsubordinated Obligations.
7

The Notes shall rank in priority to any class of
share capital or any other equity securities issued
by the Issuer.
Negative Pledge:
None.
Interest:
Each Note will bear interest on its then Principal
Amount at a fixed rate of 7.00 per cent. per
annum (the Fixed Rate) from (and including) 27
June 2005 (the Issue Date ) to (but excluding) 27
June 2009 (the Fixed Rate Period), payable
annually in arrear on 27 June in each year,
commencing on 27 June 2006 (each a Fixed
Rate Payment Date).

Thereafter (the Floating Rate Period), each
Note will bear interest at a Floating Rate (as
defined in Condition 4(c)) per annum payable
annually in arrear on or about 27 June in each
year, commencing on or about 27 June 2010
(each a Floating Rate Payment Date and
together with the Fixed Rate Payment Dates, an
Interest Payment Date ).

Payment of interest on the Notes on any Interest
Payment Date will only be compulsory on each
Compulsory Interest Payment Date. On any
other Interest Payment Date (an Optional
Interest Payment Date ), the Issuer may, at its
option, elect not to pay interest in respect of the
Notes accrued to that date. Any interest not paid
on such dates will be lost and will therefore no
longer be due and payable by the Issuer.

On any Optional Interest Payment Date,
following the occurrence of a Solvency Event,
interest shall be suspended and shall not accrue
during the period commencing on the occurrence
of the Solvency Event and ending on the date of
the End of Solvency Event and for the avoidance
of doubt, the Issuer shall have no obligation to
pay interest in respect of such period, subject to
the occurrence of a Compulsory Interest Payment
Date.

Interest payable on Compulsory Interest Payment
Date or Optional Interest Payment Date will
always be calculated on the basis of the then
current Principal Amount.

Applicable Regulations means at any time the
solvency margin or capital adequacy regulations
applicable to the Issuer and/or the Group then in
effect in France and applicable to the Issuer
and/or the Group.
8

Compulsory Interest Payment Date means
each Interest Payment Date prior to which:

(a) in the absence of a Solvency Event, at any
time during a period of one year prior to such
Interest Payment Date, or

(b) upon the occurrence of a Solvency Event and
for so long as a Solvency Event is continuing, at
any time between the date of the first occurrence
of that Solvency Event and the relevant Interest
Payment Date,

any of the following events has occurred:

(i) the Issuer has declared or paid a dividend in
any form, or made a payment of any nature, on
any class of shares (whether represented by
ordinary shares or preference shares);

(ii) the Issuer has made a payment on any other
Undated Junior Subordinated Obligations unless
such payment was a compulsory interest payment
under the terms of any such other Undated Junior
Subordinated Obligations issued by the Issuer;

(iii) the Issuer has redeemed, repurchased or
otherwise acquired any class of its share capital
(whether such shares are represented by ordinary
shares or preference shares), by any means
(except shares repurchased by the Issuer (a) in
the context of its own buy-back programme
(programme de rachat d'actions) in accordance
with the French Code de commerce, the
Règlement Général of the Autorité des marchés
financiers and EU Regulation No.2273/2003
dated 22 December 2003, (b) under any equity
derivative hedge structure or transaction, (c)
under any hedging of stock options programme
or, (d) any other compensation benefit
programme));

(iv) the Issuer has redeemed, repurchased or
otherwise acquired any Undated Junior
Subordinated Obligations in accordance with
their terms.

Solvency Event means that the solvency margin
level applicable to the Issuer or the consolidated
solvency margin applicable to the Group has
fallen below 100 per cent. of the minimum
solvency margin level required by the Applicable
Regulations.
Group means the Issuer and its consolidated
subsidiaries taken as a whole.
9

Taxation:
The Notes being denominated in Euro and
therefore deemed to be issued outside the
Republic of France, interest and other revenues
in respect of the Notes benefit under present law
from the exemption provided for in Article 131
quater of the Code Général des Impôts (General
Tax Code) from deduction of tax at source.
Additional Amounts:
If at any time the Issuer is required to withhold
any taxes, duties or other governmental charges
with respect to any payment of principal or
interest on the Notes imposed or levied by any
authority in France, the Issuer will be required to
pay such amounts as shall be required so that the
net amount received by the Noteholders on the
Notes after the withholding of any such taxes,
duties or charges will not be less than the gross
amount of interest or principal then otherwise
due and payable.
Loss Absorption:
In the event of the occurrence of a Solvency
Event, the management board (Directoire) of the
Issuer undertakes to convene an extraordinary
shareholders' meeting during the 3 months
immediately following the occurrence of the
Solvency Event to propose to its shareholders a
share capital increase or any other measure to
remedy such Solvency Event.

If then,

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 Solvency
Event, or the amount of the losses has not been
totally set off against the increase of the
shareholders' funds (capitaux propres) of the
Issuer or, in any event, if the Solvency Event
remains on the last day of the financial half year
during which the extraordinary shareholders'
meeting was held, following the implementation
of the measures adopted by the management
board (Directoire) of the Issuer or the
extraordinary shareholders' meeting (as the case
may be and as described above),

the management board (Directoire) of the Issuer
will implement, within 10 days following the last
day of the relevant financial half year, 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.
10