**EXHIBIT 10.22****AMENDMENT TO EMPLOYMENT AGREEMENT**THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of the 07 dayof February, 2007, by and between Continental Casualty Company, an Illinois insurance company (the“Company”) and Michael Fusco (“Executive”), as an amendment to that certain employment agreementbetween Executive and the Company dated as of April 1, 2004 (“Employment Agreement”):WITNESSETH:**WHEREAS**, the parties wish to amend the Employment Agreement in certain respects to reflect certainchanges in the terms and conditions of Executive’s employment as further provided hereinbelow;**NOW, THEREFORE**, in consideration of the mutual covenants and agreements set forth below, it iscovenanted and agreed by the Executive and the Company as follows: 1. Section 1 of the Employment Agreement is hereby amended to read as follows:    “**Employment Term**. The Company and Executive agree that the Company shall employ Executiveto perform the duties of an Executive Vice President, Chief Actuary and Chief Risk Officerof the CNA insurance companies for the period commencing on the Effective Date and endingon March 31, 2009, or such earlier date as of which Executive’s employment is terminated inaccordance with Section 6 hereof (the “Term”). The covenants set forth in Sections 7, 8,9, 10, 11, 12, 13, and 14 shall survive the employment term of this Agreement.”  2. Subsection 6.3(a) of the Employment Agreement is hereby amended to read as follows:    “(a) Subject to the approval of the Committee, the Company shall pay to Executive severanceconsisting of an amount equal to the sum of the Executive’s Base Compensation and Bonus attarget, prorated based on the total number of months from the date of termination throughMarch 31, 2009; however, in no event shall the period of time for which severance iscalculated be less than 12 months. The severance shall be paid in equal monthlyinstallments following such termination. The Company shall also pay the Executive (i)within 30 days of his termination, his unpaid base salary, prorated to the date oftermination; (ii) at the time of the scheduled March payout date, any previous year’s Bonusand CNA long-term incentive cash award based upon actual or discretionary payouts, if any;(iii) at the time of the scheduled March payout date, current year’s Bonus and CNAlong-term incentive cash award based upon actual or discretionary payouts, if any, proratedto the date of termination; (iv) within 30 days of his termination, unpaid cashentitlements earned and accrued pursuant to the terms of the applicable Company plan orprogram prior to the date of the date of termination (which unpaid cash entitlements underthis Section 6.3(a)(iv) shall not include any unpaid Bonus or any unpaid long-termincentive cash award or other award under the Incentive Compensation Plan); and (v) anyunpaid Sign-on Bonus installment. Executive agrees to be bound by the covenants set forthherein as of the termination date. In addition, Executive shall continue to participate,at the active employee rates, in such health benefits plans in which he is enrolledthroughout the term of the payments set forth in this Section 6.3(a), up to a maximum of 12months, with said period of participation to run concurrently with any period of COBRAcoverage to which Executive may be entitled. The Company shall have no further obligationsunder this Agreement.”  3. Section 6.5 of the Employment Agreement is hereby amended to read as follows:    “(a) Following March 31, 2009, if the Company and Executive have not mutually agreed to theterms of, and entered into a new agreement, Executive’s employment shall be one ofemployment at will, which may be terminated by either the Company or Executive at any time.Such continued employment after March 31, 2009 shall be subject to the Company’s normalpolicies and procedures in effect during said period of continued employment. (b)Notwithstanding any term or provision in subsection (a) of this Section 6.5 to thecontrary, the Company shall pay Executive
 

 
   severance upon termination of Executive’s employment at will as provided for in thisSection 6.5 in an amount equal to the sum of 12 months of the Executive’s Base Compensationat the time of such termination and Bonus at target unless and until (1) the Company’snormal policies and procedures no longer provide for severance to be paid to personnel atExecutive’s level in accordance with the severance as provided for in this Section 6.5 and(2) Executive has received sixty (60) days’ prior notice of such change in the Company’snormal policies and procedures, in which case Executive shall be given severance inaccordance with such change in the Company’s normal policies and procedures. (c)Notwithstanding any term or provision in subsections (a) and (b) of this Section 6.5 to thecontrary, if (1) the Company and Executive have not entered into a new agreement by March31, 2009, and (2) Executive’s employment at will with the Company terminates between April1, 2009 and May 31, 2009, Executive shall be entitled to receive severance from the Companyin an amount not less than the sum of 12 months of Executive’s Base Compensation and Bonusat target, irrespective of any such changes in the Company’s normal policies andprocedures.” 4. Except as otherwise expressly provided in this Amendment, all terms and provisions ofthe Employment Agreement remain in full force and effect.**IN WITNESS WHEREOF**, the parties have entered into this Amendment effective as of the date set forthhereinabove.     **CONTINENTAL CASUALTY COMPANY**       By: /s/ Lori S. Komstadius   Title: Executive Vice President Human Resources        /s/ Michael Fusco     **MICHAEL FUSCO**