Exhibit 10.2

FORM OF DEFERRAL AGREEMENT BETWEEN
ALAMCO, INC. AND ITS DIRECTORS



      This is a Deferral Agreement between the undersigned and Alamco, Inc. (the
"Company") pursuant to the terms of the Alamco, Inc. Directors' Deferred Income
Plan (the "Plan").  The terms of the Plan are incorporated by reference as if
set forth in full herein.  Capitalized terms used in this Deferral Agreement,
unless specifically defined herein, shall have the respective meanings given to
such terms in the Plan.

            The undersigned elects to become a Participant under the Plan,
effective as of the date hereof, and further elects to defer, pursuant to the
terms of the Plan, ------- percent/$--------- (complete either the percentage or
the dollar amount, not both) of all Compensation earned in connection with
performance of services as a director of the Company beginning -----------------
--, 19-----.  

            This election shall be effective for Plan Years beginning after the
date hereof until the Plan Year next beginning after the date on which the
undersigned notifies the Company to change or suspend future deferrals pursuant
to the terms of the Plan on a form provided by the Company.  The undersigned
hereby revokes any prior deferral elections made under the Plan.  The
undersigned acknowledges that this deferral election is subject to all of the
applicable terms and conditions of the Plan.

            The undersigned agrees that this election to defer shall be
continued in force and effect as to Compensation which is earned for each Plan
Year for which this election to defer is effective until distribution of such
deferred compensation to the undersigned, or to the undersigned's beneficiary in
the event of the undersigned's death, as provided in the Plan.  The undersigned
also understands that he/she may change the amount deferred or suspend deferrals
with respect to Compensation earned for Plan Years commencing after the
undersigned's delivery to the Company of a written notice of change or
suspension.  Further, the undersigned agrees that, if he/she suspends deferrals,
he/she may make a new election to again become a Participant in the Plan and
that any new election to defer payment of Compensation must be made before the
beginning of the period of service for which the Compensation is payable, which
period is the Plan Year.

            The undersigned also understands that all amounts deferred under the
Plan, together with any interest credited to those amounts, shall be distributed
in accordance with the terms of the Plan.  Section 6.01 governs the timing of
distributions under the Plan.  The undersigned may (but need not) elect a
different distribution date.  The undersigned hereby irrevocably elects the
following distribution date or event --------------   (insert a date or a
birthday).  The undersigned irrevocably elects the following distribution method
(check one):

            (     )     lump sum

            (     )     installment payments over ------- (5, 10 or 15) years
                        payable ------------- (quarterly or annually)

            If the undersigned should die prior to receipt of the entire
distribution to which he/she is entitled, then all of the distribution to which
the undersigned is entitled under the Plan and which has not been distributed at
the date of death shall be distributed to -------------
----------------- (insert name of beneficiary) in the manner and at the time
specified in the Plan.


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            Date                                     Signature


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            -----------------------------            Print Name
            Social Security Number
                                                     Address:

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