EXHIBIT 10 (e)

                             FOURTH AMENDMENT TO
                       EXECUTIVE COMPENSATION AGREEMENT

      This Fourth Amendment to  Executive Compensation Agreement (the  AThird
 Amendment@) is made and entered  into effective as of  June 1, 2001, by  and
 between RAMON D. PHILLIPS (the AExecutive@) and HALLMARK FINANCIAL SERVICES,
 INC. (the ACompany@).

                                  Recitals:

      WHEREAS, the  Company  and Executive  have  entered into  an  Executive
 Compensation Agreement dated August  24, 1994, which Executive  Compensation
 Agreement has   been  amended by  a First  Executive Compensation  Agreement
 Amendment  dated  August   24,  1995,  a   Second  Amendment  to   Executive
 Compensation Agreement  dated November  30,  1995, letter  agreements  dated
 December 29, 1998 and December 14, 1999, and a Third Amendment to  Executive
 Compensation  Agreement   dated  November   15,   2000  (as   amended,   the
 AAgreement@); and

      WHEREAS,  the  Company  and  Executive  desire  to  further  amend  the
 Agreement as set forth herein;

      NOW, THEREFORE, for and in consideration of the premises and the mutual
 covenants contained herein, and other  good and valuable consideration,  the
 receipt and sufficiency  of which is  hereby acknowledged,  the Company  and
 Executive hereby agree as follows:

                                  Amendment:

      1.   Amendment of Article  I.   Article I  of the  Agreement is  hereby
 deleted in its entirety and a new Article I substituted therefor which shall
 read as follows:

                                  ARTICLE I

                           DUTIES AND COMPENSATION

                               Title and Duties

           1.01 (a)  Until December 31, 2001, or such earlier time as he
      resigns or is removed,  the Executive shall  serve as Chairman  of
      the Board of Directors of the Company and shall perform all duties
      and  functions  reasonably  appurtenant   to  such  position,   as
      reasonably  directed  by  the Board of  Directors of  the Company.
      During  such period, the Executive shall  devote his full  working
      time to the performance of such duties, but shall not be  required
      to devote more than 104 hours per calendar quarter to such duties.

                (b)  Commencing  January 1,  2002, or  upon his  earlier
      resignation or removal as Chairman of the Board of Directors,  the
      Executive shall cease to be an  executive officer of the  Company,
      but shall continue to be employed  by the Company as a  management
      consultant and advisor.  In such capacity, the Executive shall  be
      reasonably available to  consult with the  Board of Directors  and
      executive officers of the  Company for a maximum  of 65 hours  per
      calendar quarter.

                (c)   The Executive   need  not maintain  any  specified
      working  hours  or  days  while  performing  any  of  his   duties
      hereunder.   The  Company  acknowledges  that  the  Executive  may
      perform a significant portion of his duties from his home.

                                 Base Salary

           1.02 During the  period of  employment  of Executive  by  the
      Company,  the  Board   of  Directors  of   the  Company,  or   the
      Compensation Committee thereof, shall determine the base salary of
      Executive.   Commencing November  15, 2000,  and continuing  until
      June 1, 2001, the annualized base salary of Executive shall be not
      less than $252,495.  Commencing June 1, 2001, and continuing until
      December 31, 2002,  the annualized  base salary  of the  Executive
      shall be not less than $89,000,  plus $200.00 per hour devoted  to
      his duties in excess of the requirements set forth in Section 1.01
      above.

                                   Bonuses

           1.03 In addition  to  his  base salary,  Executive  shall  be
      entitled to  such  cash  bonuses  as  the  Board  or  Compensation
      Committee shall from time to time determine.

                              Expense Allowances

           1.04 In addition to  his base salary  and bonuses,  Executive
      shall be provided an automobile allowance of $250 per month.   The
      Company shall  also  reimburse  Executive  for  all  ordinary  and
      necessary business expenses incurred on  behalf of the Company  in
      the course of  Executive's duties.   Such  ordinary and  necessary
      business  expenses   shall   include,  without   limitation,   all
      reasonable  expenses incurred  in  connection  with  equipping  an
      office in Executive's home.

                       Stock Options and Other Benefits

           1.05 Executive shall be entitled to participate in all  stock
      option  and  other  incentive compensation  plans of  the Company.
      Awards to Executive  pursuant to such  stock option and  incentive
      compensation plans shall be in such  amounts as the Board, or  the
      Stock Option Committee  or Compensation  Committee thereof,  shall
      determine  in  its  sole  discretion.   Executive  shall  also  be
      entitled  to  participate  in  all  other  programs  and  benefits
      provided by  the Company  to the  same extent  as other  executive
      officers of the Company.

      2.   Amendment of Article IV.   Article IV of  the Agreement is  hereby
 deleted in its  entirety and  a new  Article IV  substituted therefor  which
 shall read as follows:


                                  ARTICLE IV

                                     TERM

           4.01 The term of  this Agreement shall  commence on the  date
      hereof and shall continue until December 31, 2002.

      5.   Affirmation of Agreement.  Except as expressly provide herein, all
 terms and  conditions of  the Agreement  shall continue  in full  force  and
 effect.

      EXECUTED to be effective as of the date first set forth above.

 COMPANY:                                EXECUTIVE:

 Hallmark Financial Services, Inc.
                                         _________________________
                                         Ramon D. Phillips
 By:    ______________________

 Name:  ______________________

 Title: ______________________