Obligation CNP ASSURANCES 0% ( FR0010409789 ) en EUR

CNP ASSURANCES

100.077 % ⇌

France

FR0010409789 ( en EUR )

22/12/2016 - Obligation échue

Prospectus brochure de l'obligation CNP ASSURANCES FR0010409789 en EUR 0%, échue

50 000 EUR

1 250 000 000 EUR

L'Obligation émise par CNP ASSURANCES ( France ) , en EUR, avec le code ISIN FR0010409789, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/12/2016

PROSPECTUS DATED 20 DECEMBER 2006

CNP ASSURANCES
1,250,000,000
UNDATED JUNIOR SUBORDINATED FIXED TO FLOATING RATE NOTES
Issue Price: 99.525 per cent.
The 1,250,000,000 Undated Junior Subordinated Fixed to Floating Rate Notes (the "Notes") of CNP Assurances (the "Issuer") will be issued outside the Republic
of France on 22 December 2006.
Each Note will bear interest on its then Principal Amount at a fixed rate of 4.75 per cent. per annum from (and including) 22 December 2006 (the "Issue Date") to (but
excluding) 22 December 2016 (the "Fixed Rate Period"), payable annually in arrear on 22 December in each year commencing on 22 December 2007, and thereafter
(the "Floating Rate Period") at a Floating Rate per annum payable quarterly in arrear on or about 22 March, 22 June, 22 September and 22 December in each year,
commencing on or about 22 March 2017, 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 falling on or after 22 December 2016 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, rating or accounting reasons, provided that in any such event,
the Issuer shall be entitled to amend the terms of the Notes or to substitute the Notes, as further described 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 for the Notes to be admitted to the official list and traded on the Regulated Market (within the meaning of the Directive 2004/39/EC) 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 50,000
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.
The Notes have been assigned a rating of A+ by Standard & Poor's Ratings Services. A rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension, reduction or withdrawal at any time by the relevant rating agency. A revision, suspension, reduction or withdrawal of a rating may
adversely affect the market price of the Notes.
See "Risk Factors" on page 21 of this document for certain information relevant to an investment in the Notes.
Joint Lead Managers
Société Générale
IXIS Corporate &
NATIXIS
Corporate &
UBS Investment Bank
Investment Bank
Investment Banking
Senior Co-Lead Managers
ABN AMRO
DEUTSCHE BANK

This Prospectus comprises a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the
"Prospectus Directive") and for the purpose of giving information with regard to the Issuer, the Issuer and
its consolidated subsidiaries taken as a whole (the "Group"), the Issuer and the Notes which is necessary to
enable investors to make an informed assessment of the assets and liabilities, financial position, profits and
losses and prospects of the Issuer. The Issuer accepts responsibility for the information contained in this
document.
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 Prospectus 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
"Risk Factors" set out below before making a decision to invest in the Notes.
This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuer
or the Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Notes.
The distribution of this Prospectus 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
Prospectus comes are required by the Issuer and the Managers 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 Prospectus, see "Subscription and Sale" below.
This Prospectus may only be used for the purpose for which it has been published.
No person is authorised to give any information or to make any representation not contained in this
Prospectus 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 Managers. The delivery of this Prospectus 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"). Subject to certain exceptions, the Notes 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")).
The Managers have not separately verified the information contained in this Prospectus. The Managers do
not make any representation, express or implied, or accept any responsibility, with respect to the accuracy or
completeness of any of the information in this Prospectus. Neither this Prospectus nor any other financial
statements are intended to provide the basis of any credit or other evaluation and should not be considered
as a recommendation by any of the Issuer or the Managers that any recipient of this Prospectus or any other
financial statements should subscribe or purchase the Notes. Each potential purchaser or purchaser of Notes
should determine for itself the relevance of the information contained in this Prospectus and its subscription
or purchase of Notes should be based upon such investigation as it deems necessary and, in particular,
should consult with its own tax advisor as to the potential tax effects of owing or disposing any Notes. None
of the Managers undertakes to review the financial condition or affairs of the Issuer or the Group during the
life of the Notes nor to advise any investor or potential investor in the Notes of any information coming to
the attention of the Managers.
All references in this Prospectus to "euro", "EUR" and "" refer to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty establishing the European
Community (signed in Rome on 25 March 1957), as amended.
Stabilisation
In connection with this issue, NATIXIS (the "Stabilising Manager") or any person acting on behalf of the
Stabilising Manager may over-allot Notes (provided that the aggregate principal amount of Notes allotted
does not exceed 105 per cent. of the aggregate principal amount of the Notes) or effect transactions with a
2

view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager (or any persons acting on behalf of the
Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be
ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60
days after the date of the allotment of the Notes. Such stabilisation shall be made in accordance with
applicable laws and regulations.
3

TABLE OF CONTENTS

Contents
Page
DOCUMENTS INCORPORATED BY REFERENCE ............................................................... 5
CROSS-REFERENCE LIST IN RESPECT OF THE DESCRIPTION OF THE ISSUER ..... 6
RESPONSIBLE PERSONS IN RESPECT OF THE INFORMATION GIVEN IN THE
PROSPECTUS .................................................................................................................... 10
SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES................................... 11
RISK FACTORS ........................................................................................................................... 21
TERMS AND CONDITIONS OF THE NOTES ........................................................................ 25
USE OF PROCEEDS .................................................................................................................... 47
DESCRIPTION OF THE ISSUER .............................................................................................. 48
TAXATION .................................................................................................................................... 49
SUBSCRIPTION AND SALE ...................................................................................................... 51
GENERAL INFORMATION ....................................................................................................... 53

4

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus should be read and construed in conjunction with the following documents:
- the 2004 annual report of the Issuer which includes the audited consolidated annual financial
statements for the year ended 31 December 2004 and the related report from the auditors (the
"Annual Report 2004");
- the 2005 annual report of the Issuer which includes the audited consolidated annual financial
statements for the year ended 31 December 2005 and the related report from the auditors, as
amended by the rectificatif (erratum) dated 12 May 2006 (the "Annual Report 2005"); and
- the update of the 2005 annual report of the Issuer which includes the unaudited consolidated
semi-annual financial statements for the period ended 30 June 2006 and the related report from the
auditors (the "Update of the Annual Report 2005").
which have been previously published and that have been filed with the Commission de
surveillance du secteur financier in Luxembourg and shall be incorporated in, and form part of,
this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier
statement (whether expressly, by implication or otherwise).
All documents incorporated by reference in this Prospectus may be obtained, free of charge, and
may be consulted during normal business hours, at the office of each Paying Agent (both in Paris
and in Luxembourg) set out at the end of this Prospectus so long as any of the Notes are
outstanding. Such documents will also be published on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
The information incorporated by reference in this Prospectus shall be read in connection with the
cross-reference list below as set in the section "Cross-Reference List".

5

CROSS-REFERENCE LIST IN RESPECT OF THE DESCRIPTION OF THE
ISSUER

Update of the
Annual Report 2005
Annual Report
Regulation Annex IX

Annual Report
2004
2005
2. Statutory Auditors
2.1 Names and addresses of the
p.7
p. 316 (Section 3.1)
N/A
issuer's auditors for the period
(Section 2)
covered by the historical
financial information (together
with their membership in a
professional body).
2.2 If auditors have resigned,
N/A N/A
N/A
been removed or not been re-
appointed during the period
covered by the historical
financial information, details if
material.
3. Risk factors relating to the Issuer
3.1 Prominent disclosure of risk
p.18-21 (Section
p. 122-123 (Section
N/A
factors that may affect the
4)
2.2.3.3)
issuer's ability to fulfil its
p. 156 (Section 7.7.2)
obligations under the Notes
p. 157 (Section 7.7.3)
p. 158 (Section 7.9)
p. 282-289 (Note 24)
4. Information about the Issuer
4.1.1 The legal and commercial
p.1
p. 302 (Section 1.1)
N/A
name of the issuer;
4.1 History and development of the
Issuer
4.1.2 The place of registration of
p.1
p. 302 (Section 1.1)
N/A
the issuer and its registration
number;
4.1.3 The date of incorporation
N/A
p. 302 (Section 1.3)
N/A
and the length of life of the
issuer, except where indefinite;
4.1.4 The domicile and legal
N/A
p. 302 (Sections 1.1 and
N/A
form of the issuer, the
1.2)
legislation under which the
p. 317
issuer operates, its country of
incorporation, and the address
and telephone number of its
registered office (or principal
place of business if different
from its registered office;
5. Business Overview
5.1.1 A brief description of the
p.21-29 p.
30-38
N/A
issuer's principal activities
5.1 Principal activities
p. 132-140 (Section 2)
stating the main categories of
products sold and/or services
performed.
5.1.2 The basis for any
p.22
N/A N/A
statements in the registration
(Section 5.1.2)
document made by the issuer
regarding its competitive

position.
6

Update of the
Annual Report 2005
Annual Report
Regulation Annex IX

Annual Report
2004
2005
6. Organisational structure
6.1 If the issuer is part of a
N/A
p. 29, p. 227-229 (Note
N/A
group, a brief description of the
5)
group and of the issuer's
position within it.
8. Profit Forecasts or Estimates
N/A
N/A
N/A
9. Administrative, management, and
9.1 Names, business addresses
p. 57
p. 169-179 (Section 11.1)
N/A
supervisory bodies
and functions in the issuer of the
(Section 11)
following persons, and an
indication of the principal
activities performed by them
outside the issuer where these
are significant with respect to
that issuer:
(a) members of the
administrative, management or
supervisory bodies;
(b) partners with unlimited
liability, in the case of a limited
partnership with a share capital.
10. Major Shareholders
10.2 A description of any
N/A N/A
N/A
arrangements, known to the
issuer, the operation of which
may at a subsequent date result
in a change in control of the
issuer.
11. Financial information concerning
11.1 Historical Financial

the Issuer's assets and liabilities,
Information
financial position and profits and
losses

Balance sheet
N/A
p. 194-195
p. 144

Income statement
N/A
p. 196
p. 145

Accounting policies
N/A
p. 200-214 (Note 2)
p. 146-152 (Note
2)

Explanatory notes
N/A
p. 200-289
p. 146-180

11.2 Financial statements

Own or consolidated financial
N/A
p. 194-289
p. 144-180
statements (if both are prepared,
at least the consolidated
financial statements) for the
latest two financial years
11.3 Auditing of historical
N/A
N/A
N/A
annual financial information
11.3.1

Statement indicating that the
N/A
p. 290-291
p. 181-182
historical financial information
has been audited
7

Update of the
Annual Report 2005
Annual Report
Regulation Annex IX

Annual Report
2004
2005
Refusal, qualifications or
N/A N/A N/A
disclaimers of the audit reports,
as the case may be, and reasons
for such refusal, qualifications
or disclaimers
11.3.2 Other information
N/A
p. 292-301
p. 183-192
included audited by the auditors
11.3.3 If financial data included
N/A N/A N/A
is not extracted from the issuer's
audited financial statements,
source of the data and indication
that the date is unaudited

11.5 Legal and arbitration
p.56
p.156 and 184
N/A
proceedings
(Section 10)
Information on any

governmental, legal or
arbitration proceedings
(including any such proceedings
which are pending or threatened
of which the issuer is aware),
during a period covering at least
the previous 12 months which
may have, or have had in the
recent past, significant effects
on the issuer and/or group's
financial position or
profitability, or provide an
appropriate negative statement.
13. Third Party Information and 13.1 Where a statement or
p.63
N/A N/A
Statement by Experts and
report attributed to a person as
(Section 15)
Declarations of any Interest
an expert is included in the
registration document, provide
such person's name, business
address, qualifications and
material interest if any in the
issuer. If the report has been
produced at the issuer's request
a statement to that effect that
such statement or report is
included, in the form and
context in which it is included,
with the consent of that person
who has authorised the contents
of that part of the registration
document.
8

Update of the
Annual Report 2005
Annual Report
Regulation Annex IX

Annual Report
2004
2005

13.2. Third party information
p.63
N/A N/A
(Section 15)
Where information has been
sourced from a third party,
provide a confirmation that this
information has been accurately
reproduced and that as far as the
issuer is aware and is able to
ascertain from information
published by that third party, no
facts have been omitted which
would render the reproduced
information inaccurate or
misleading; in addition, identify
the source(s) of the information.

Any information not listed in the cross-reference list but included in the documents incorporated
by reference is given for information purposes only.

9

RESPONSIBLE PERSONS IN RESPECT OF THE INFORMATION GIVEN IN
THE PROSPECTUS

To the best knowledge of the Issuer (having taken all reasonable care to ensure that such is the
case), the information contained in the Prospectus is in accordance with the facts and contains no
omission likely to affect its import.

CNP Assurances
4, place Raoul-Dautry
75716 Paris Cedex 15
France

Duly represented by Gilles Benoist
President of the Directoire (Executive Board) of CNP Assurances
10