05 - att . & rapp 139/142 gb

by the Auditors
On the extracts from the CNP Assurances statutory financial statements for the years
ended 31 December 2002, 2001 and 2000
(free translation of a French language original) The financial and accounting information on pages 135 to 138 has been extracted from the annual financial statements of CNP Assurances for the years ended 31 December 2002, 2001 and 2000. These financialstatements were approved by the Executive Board and we issued a true and fair view opinion thereon in ourstatutory auditors' reports dated, respectively, 7 April 2003, 12 April 2002 and 23 April 2001.
We have no comments as to the conformity of this financial and accounting information with the annual Paris-La Défense and Neuilly-sur-Seine, 30 April 2003 of the Auditors
on regulated agreements Year ended 31 December 2002
(free translation of a French language original) In our capacity as statutory auditors of your Company, we present below our report on regulated Agreements authorised during the year
We were not advised of any agreements for which the prior approval of your Supervisory Board is requiredpursuant to article L.225-86 of the French Commercial Code and article R.332-7 of the French InsuranceCode.
Agreements authorised in prior years that remained in force during the year
In application of the French Decree of 23 March 1967 and article R.332-7 of the French Insurance Code, wewere duly advised of the following agreements authorised in prior years which remained in force during 2002: Addenda to the Framework Agreement between CNP Assurances and Caisse Nationale des Caisses d'Epargne et
de Prévoyance (CNCEP)
On 28 June 1995, CNP Assurances and CENCEP — renamed CNCEP — signed a Framework Agreementdefining the terms of their cooperation in the individual life insurance and savings market through Ecureuil Vie,a joint subsidiary set up in 1988. This agreement was amended through the signature of two addenda on 14 December 2000 and 25 March 2002.
The financial terms of the Framework Agreement are set out in two secondary agreements: – a Commission Agreement between Ecureuil Vie and CNCEP, which sets out the method to be used to determine the commission to be paid to the network for the distribution of Ecureuil Vie products andtherefore deals with the financial arrangements between Ecureuil Vie and CNCEP; – a Service Agreement between CNP Assurances and Ecureuil Vie, which specifies the services to be performed by CNP Assurances with respect to the administrative management of the policies written byEcureuil Vie and the corresponding remuneration, and therefore deals with the financial arrangementsbetween CNP Assurances and Ecureuil Vie. The first addendum to the Framework Agreement was approved by the Supervisory Board on 14 November2000.
The main changes to the original Framework Agreement — which do not have any direct impact on CNP Assurances' financial statements — can be summarised as follows: – the Framework Agreement has been extended for a period of five years from 1 January 2000;– the addendum specifies the commitments given by the network in terms of market share to CNP Assurances – it also specifies the majority voting rules applicable in the case of a vote by the Board of Directors of Ecureuil Vie concerning any changes to the Commission Agreement or the Service Agreement before theexpiry date of the Framework Agreement.
The second addendum was approved by the Supervisory Board on 18 December 2001. It concerns the transferof Ecureuil Vie shares by CNCEP to Compagnie Financière Eulia (a holding company owned jointly by Caissedes Dépôts and the Caisse d'Epargne Group), and has no direct impact on the financial statements of CNPAssurances. The addendum places on record the replacement on the Board of Directors of Ecureuil Vie, of CNCEP-designated directors by directors designated by Compagnie Financière Eulia. Under the terms of the addendum,CNCEP and Eulia jointly guarantee the fulfilment of CNCEP's obligations under the Framework Agreement. Addendum to the Service Agreement between CNP Assurances and Ecureuil Vie
On 28 June 1995, CNP and CENCEP — renamed CNCEP — signed a Framework Agreement setting out theterms of their partnership in the area of life insurance and savings products, conducted through Ecureuil Vie.
The financial terms of the Framework Agreement are set out in two secondary agreements, including a ServiceAgreement between CNP Assurances and Ecureuil Vie, which describes the services to be performed by CNP Assurances with respect to the administrative management of the policies written by Ecureuil Vie and thecorresponding remuneration. Three addenda to the Service Agreement were signed, on 12 December 1997, 14 December 2000 and 25 March 2002 respectively.
The addendum signed by CNP Assurances and Ecureuil Vie, as approved by the Supervisory Board on 14 November 2000, modifies the method used to determine the remuneration paid to CNP Assurances for theadministrative management of Ecureuil Vie savings and pension products. CNP Assurances receives an annualfee based on the value of assets under management and the nature of the policies concerned.
The addendum also specifies the method to be used to determine the annual remuneration paid to CNP Assurances for the administrative management of Ecureuil Vie whole life policies, based on a percentageof annual premium income.
This addendum was signed for a period of 5 years, effective from 1 January 2000.
In 2002, CNP Assurances received €76.9 million in fees under the Service Agreement.
The second addendum was approved by the Supervisory Board on 18 December 2001. It concerns the transferof Ecureuil Vie shares by CNCEP to Compagnie Financière Eulia (a holding company owned jointly by Caisse des Dépôts and the Caisse d'Epargne Group), and has no direct impact on the financial statements ofCNP Assurances. The addendum places on record the replacement on the Board of Directors of Ecureuil Vie, of CNCEP-designated directors by directors designated by Compagnie Financière Eulia. Under the terms of the addendum,CNCEP and Eulia jointly guarantee the fulfilment of CNCEP's obligations under the Service Agreement. Partnership agreement between CNP Assurances, Dexia Credit Local de France (Dexia CLF) and Sofca
CNP Assurances, Dexia Credit Local de France and Sofca (collectively, Sofaxis) have signed a 10-yearpartnership agreement concerning cooperation in the local government market. The agreement is automaticallyrenewable for successive periods of five years. The purpose of the agreement, which was approved by the CNP Assurances Supervisory Board on 20 March 2000, is to pool the partners' brokerage and insuranceunderwriting expertise to offer local governments high quality products and services tailored to their needs.
The agreement sets out the methods to be used to share management expenses and to determine theremuneration to be received by each partner, based on their respective tasks and the level of underwriting profiton the business written. Dexia CLF has given CNP Assurances a call option allowing CNP Assurances toacquire a blocking minority interest in Ifax, the parent company of the Dexia Sofaxis Group.
Amounts recorded in CNP Assurances' accounts in 2002 in respect of this agreement consisted of €15.9 millionin brokerage fees.
The call option was not exercised in 2002.
142 SPECIAL REPORT OF THE AUDITORS
Ecureuil Vie subordinated notes issue underwritten by CNP Assurances
CNP Assurances underwrote a perpetual subordinated notes issue carried out by Ecureuil Vie on 15 December1999. The aggregate face value of the notes, all of which were acquired by CNP Assurances, was €103 million.
The interest rate on the notes is 5.595% per year. It is adjustable every ten years at the option of the issuer, onthe basis defined in the issue agreement.
Annual interest payments are made only in cases where Ecureuil Vie's financial statements for the year endedimmediately prior to the interest payment date show a book profit. Failing that, or if the amount of book profitis not sufficient, settlement of the unpaid fraction of the interest will be deferred. Deferred interest will bearinterest at the nominal annual rate for the period plus 3%.
Interest received by CNP Assurances in 2002 amounted to €5.7 million.
Financial management agreement with CDC Asset Management
A financial management agreement was entered into between CNP Assurances and CDC Asset Management on24 September 1998. Under the terms of this agreement, CNP Assurances has given full powers to CDC AssetManagement to manage — in its name and on its behalf, or in the name and on behalf of its insurancesubsidiaries — the portfolios referred to in the agreement and the cash deposited in a related account, subject to compliance with the applicable regulations and the investment guidelines and instructions issued by CNP Assurances.
CDC Asset Management Europe receives a fee for its management services, determined as follows: – fixed annual fee per portfolio (except for portfolios invested exclusively in mutual fund units);– variable fee calculated at a declining rate based on the value of assets under management, with different rates applying according to the type of securities held.
The agreement came into effect on 1 July 1998. Effective from 31 December 2001, it is automatically extendedfor successive periods of one year, until terminated by one or other of the parties.
Fees paid by CNP Assurances in respect of 2002 amounted to €11.1 million.
We performed our review in accordance with generally accepted auditing standards. Those standards requirethat we plan and perform the review to obtain reasonable assurance about whether the evidence supporting theinformation in our possession is consistent with that information.
Paris-La Défense and Neuilly-sur-Seine, 7 April 2003

Source: http://www.cnp-finances.fr/sites/default/files/statement2002_va.pdf