The EUR 500,000,000 perpetual fixed rate resettable restricted Tier 1 notes (the Notes) of CNP Assurances (CNP Assurances or the Issuer) will be issued on 27 June 2018. The obligations of the Issuer under the Notes in respect of principal, interest and other amounts, constitute (subject to certain limitations described in the "Terms and Conditions of the Notes - Status of the Notes - Payment on the Notes in the event of liquidation of the Issuer") direct, unconditional, unsecured and Undated Junior Subordinated Obligations and rank and shall at all times rank without any preference among themselves (save for certain obligations required to be preferred by French law) equally and rateably with any other existing or future Undated Junior Subordinated Obligations, in priority to present and future Equity Securities, but behind prêts participatifs granted to, and titres participatifs issued, by the Issuer, Dated Junior Subordinated Obligations, Ordinary Subordinated Obligations, Senior Subordinated Obligations and Unsubordinated Obligations as set out in the "Terms and Conditions of the Notes - Status of the Notes". The Notes will bear interest on their Prevailing Principal Amount (i) from (and including) the Issue Date, to (but excluding) 27 June 2028 (the First Call Date), at a fixed rate of 4.750% per annum payable semi-annually in arrear on 27 June and on 27 December in each year commencing on 27 December 2018, and (ii) from (and including) the First Call Date, at the relevant Reset Rate of Interest payable semi-annually in arrear on 27 June and on 27 December in each year, commencing on 27 December 2028, as further specified in "Terms and Conditions of the Notes -- Interest". The Issuer may elect at any time to cancel (in whole or in part) any Interest Payment (as defined herein) otherwise scheduled to be paid on an Interest Payment Date and shall, save as otherwise permitted pursuant to the Conditions, cancel an Interest Payment upon the occurrence of a Mandatory Interest Cancellation Event (as defined herein) with respect to that Interest Payment. The cancellation of any Interest Payment shall not constitute a default or event of default for any purpose on the part of the Issuer. Any Interest Payment (or part thereof) which is cancelled in accordance with the Conditions shall not become due and payable in any circumstances. Upon the occurrence of a Trigger Event (as defined herein), any interest which is accrued and unpaid up to (and including) the Write-Down Date (as defined herein) shall be automatically cancelled and the Issuer shall without the need for the consent of the Noteholders write-down the Notes by reducing the Prevailing Principal Amount (as defined herein). A Write-Down (as defined herein) of the Notes shall not constitute a default or an event of default in respect of the Notes or a breach of the Issuer's obligations or duties or a failure to perform by the Issuer in any manner whatsoever, and shall not entitle Noteholders to petition for the insolvency or dissolution of the Issuer or to take any other action. Following any reduction of the Prevailing Principal Amount, the Issuer may, at its discretion, increase the Prevailing Principal Amount of the Notes on any date and in any amount that it determines in its discretion (either to the Principal Amount or to any lower amount) provided that several conditions are met, as set out in "Terms and Conditions of the Notes - Discretionary Reinstatement". The Notes do not contain no negative pledge nor events of default. The Issuer will have the right to redeem the Notes in whole, but not in part, on the First Call Date or on any Interest Payment Date thereafter, as defined and further described in "Terms and Conditions of the Notes - Redemption and Purchase - Optional Redemption from the First Call Date". The Issuer may also, at its option and subject to Condition 6.9 ("Redemption and Purchase - Conditions to Redemption and Purchase"), redeem the Notes upon the occurrence of certain events, including a Gross-up Event, a Withholding Tax Event, a Tax Deductibility Event, a Regulatory Event, a Rating Methodology Event or if the conditions for Clean-up Redemption are met, all as further described in "Terms and Conditions of the Notes - Redemption and Purchase". All redemptions are subject to the Prior Approval of the Relevant Supervisory Authority.