Bond CNP Assure 5.25% ( FR0010318386 ) in EUR

CNP Assure

100 % ⇌

France

FR0010318386 ( in EUR )

5.25% per year ( payment 1 time a year)

Perpetual - Bond has expired

Prospectus brochure of the bond CNP ASSURANCES FR0010318386 in EUR 5.25%, expired

50 000 EUR

160 000 000 EUR

CNP Assurances is a leading French insurance company specializing in personal protection and savings products, operating primarily in Europe and Latin America, with a strong focus on partnerships with banks and other financial institutions.

The Bond issued by CNP Assure ( France ) , in EUR, with the ISIN code FR0010318386, pays a coupon of 5.25% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

PROSPECTUS DATED 12 MAY 2006

CNP ASSURANCES
160,000,000
UNDATED JUNIOR SUBORDINATED FIXED TO FLOATING RATE NOTES
Issue Price: 100.00 per cent.
The 160,000,000 Undated Junior Subordinated Fixed to Floating Rate Notes (the "Notes") of CNP Assurances (the "Issuer") will be issued outside the Republic
of France on 16 May 2006.
Each Note will bear interest on its then Principal Amount at a fixed rate of 5.25 per cent. per annum from (and including) 16 May 2006 (the "Issue Date") to (but
excluding) 16 May 2036 (the "Fixed Rate Period"), payable annually in arrear on 16 May in each year and thereafter (the "Floating Rate Period") at a Floating
Rate per annum payable quarterly in arrear on or about 16 May, 16 August, 16 November and 16 February in each year, commencing on or about 16 August 2036,
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 16 May 2036 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 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.
See "Risk Factors" on page 8 of this document for certain information relevant to an investment in the Notes.

IXIS Corporate & Investment 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. 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.
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 IXIS Corporate
& Investment Bank (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 IXIS
Corporate & Investment Bank 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 Manager. 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")).
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, IXIS Corporate & Investment Bank (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 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.

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TABLE OF CONTENTS

Contents

Page
DOCUMENTS INCORPORATED BY REFERENCE........................................................................................ 4
CROSS-REFERENCE LIST IN RESPECT OF THE DESCRIPTION OF THE ISSUER.............................. 5
RESPONSIBLE PERSONS IN RESPECT OF THE INFORMATION GIVEN IN THE PROSPECTUS..... 8
RISK FACTORS...................................................................................................................................................... 9
SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES ........................................................... 11
TERMS AND CONDITIONS OF THE NOTES................................................................................................. 19
USE OF PROCEEDS ............................................................................................................................................ 35
ORGANISATIONAL STRUCTURE OF THE ISSUER.................................................................................... 36
RECENT DEVELOPMENTS RELATING TO THE ISSUER ......................................................................... 38
TAXATION ............................................................................................................................................................ 39
SUBSCRIPTION AND SALE .............................................................................................................................. 41
GENERAL INFORMATION ............................................................................................................................... 43

3

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 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;
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".

4

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

2005 annual report of the Issuer
2004 annual report of the Issuer
which includes the audited
which includes the audited
Regulation Annex IX
consolidated annual financial
consolidated annual financial
statements for the year ended
statements for the year ended 31
31 December 2005
December 2004
2. Statutory Auditors
2.1 Names and addresses of the
p. 316 (Section 3.1)

issuer's auditors for the period
covered by the historical
financial information (together
with their membership in a
professional body).
2.2 If auditors have resigned,
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. 122-123 (Section 2.2.3.3)

factors that may affect the
p. 156 (Section 7.7.2)
issuer's ability to fulfil its
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. 302 (Section 1.1)

name of the issuer;
4.1 History and development of the
Issuer
4.1.2 The place of registration of
p. 302 (Section 1.1)

the issuer and its registration
number;
4.1.3 The date of incorporation
p. 302 (Section 1.3)

and the length of life of the
issuer, except where indefinite;
4.1.4 The domicile and legal
p. 302 (Sections 1.1 and 1.2)

form of the issuer, the
p. 317
legislation under which the
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. 30-38

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
N/A
statements in the registration
document made by the issuer
regarding its competitive
position.
6. Organisational structure
6.1 If the issuer is part of a
p. 227-229 (Note 5)

group, a brief description of the
(in addition to the information
group and of the issuer's
position within it.
incorporated in this Prospectus
see "Organisational Structure of
the Issuer)

5

2005 annual report of the Issuer
2004 annual report of the Issuer
which includes the audited
which includes the audited
Regulation Annex IX
consolidated annual financial
consolidated annual financial
statements for the year ended
statements for the year ended 31
31 December 2005
December 2004
8. Profit Forecasts or Estimates
N/A

9. Administrative, management, and
9.1 Names, business addresses
p. 169-179 (Section 11.1)

supervisory bodies
and functions in the issuer of the
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
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
p. 194-195
p. 144

Income statement
p. 196
p. 145

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

Explanatory notes
p. 200-289
p. 146-180

11.2 Financial statements

Own or consolidated financial
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

annual financial information
11.3.1

Statement indicating that the
p. 290-291
p. 181-182
historical financial information
has been audited
Refusal, qualifications or
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
p. 292-301
p. 183-192
included audited by the auditors

6

2005 annual report of the Issuer
2004 annual report of the Issuer
which includes the audited
which includes the audited
Regulation Annex IX
consolidated annual financial
consolidated annual financial
statements for the year ended
statements for the year ended 31
31 December 2005
December 2004

11.3.3 If financial data included
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
13. Third Party Information and 13.1 Where a statement or
N/A N/A
Statement by Experts and
report attributed to a person as
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.

13.2. Third party information
N/A N/A
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.

7

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

8

RISK FACTORS

Prospective investors should consider carefully the risks set forth below and the other information contained in
this Prospectus prior to making any investment decision with respect to the Notes. Each of the risks highlighted
below could have a material adverse effect on the business, operations, financial condition or prospects of the
Issuer, which, in turn, could have a material adverse effect on the amount of principal and interest which
investors will receive in respect of the Notes. In addition, each of the risks highlighted below could adversely
affect the trading price of the Notes or the rights of investors under the Notes and, as a result, investors could lose
some or all of their investment.

Risk Factors relating to the Issuer
See section 3 "Risk factors relating to the Issuer" in the Cross-Reference List on page 5 in respect of documents
incorporated by reference.
Risk Factors relating to the Notes
The Notes are Junior Subordinated Notes
The Issuer's obligations under the Notes are undated 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. 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. In the event that the Issuer
has insufficient assets to satisfy all of its claims in such liquidation, the Noteholders may receive less than the
Original Principal Amount (as defined in the Conditions) of the Notes and may incur a loss of their entire
investment.
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 (as defined in
the Conditions), 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.

9

In the event of the occurrence of a Solvency Event, the Directoire (Executive Board) 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).
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 16 May 2036 and on any Interest Payment Date (as
defined in the Conditions) 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 for the Notes to be admitted to the official list and traded
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.

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