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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

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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.

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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.

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“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