EXHIBIT 10
 
                       RELEASE AND SETTLEMENT AGREEMENT

    This Release and Settlement Agreement ("Settlement Agreement") is made
and entered into effective as of the 25th day of January 1994 ("Settlement
Date"), by and between Delhi Gas Pipeline Corporation ("Delhi") and
Southwestern Electric Power Company ("SWEPCO").

                             W I T N E S S E T H:

    WHEREAS, SWEPCO and Delhi are parties to that certain Gas Purchase and
Sales Agreement dated March 1, 1980, named ET-418-GS, as amended (the
"Agreement");

    WHEREAS, SWEPCO has asserted certain claims against Delhi in connection
with the Agreement in a lawsuit styled and numbered Southwestern Electric
Power Company vs. Delhi Gas Pipeline Corporation, No. 56-91, in the District
Court of Marion County, Texas (the "Lawsuit"), and Delhi has asserted certain
counterclaims against SWEPCO in this same Lawsuit;

    WHEREAS, on or about November 1, 1993, SWEPCO paid the difference between
the November 1992 NGPA Section 102 price and a price based on SWEPCO's cost
of gas methodology, plus gathering and treating fees, for September 1993
deliveries into the Registry of the Court in Marion County, and SWEPCO paid
similar amounts into the Court relating to October and November 1993 deliveries
(the "Escrowed Funds");

    WHEREAS, contemporaneously with and as a condition precedent and
requirement of this Settlement Agreement, the parties are entering into
new four-year gas sales and transportation agreements (the "New Contracts"),
the basic terms of which are summarized and described in that certain document
executed by the parties on January 20, 1994;

    WHEREAS, SWPECO and Delhi desire to enter into this Settlement Agreement
as a full release and settlement of all claims by both parties in any way
related to the Agreement or the Lawsuit.

    NOW, THEREFORE, SWEPCO and Delhi hereby covenant and agree as follows:

    1.   SWEPCO shall pay to Delhi for gas delivered under the Agreement
through December 31, 1993, the sum of $6,333,433.90, less the amount of
the Escrowed Funds, on or before January 28, 1994. SWEPCO and Delhi will
file an agreed




order for the release of the Escrowed Funds, payable to Delhi, on or before
January 28, 1994.
 
   2. SWEPCO and Delhi agree to terminate the Agreement effective January
31, 1994, and except with regard to payment for January 1994 gas deliveries,
the Agreement shall be of no further force or effect after January 31, 1994.
SWEPCO shall pay Delhi, on the date that payment is due under the Agreement,
for January 1994 gas deliveries under the Agreement at the November 1992
NGPA Section 102 price, plus 7.5% of that price, and the escalated fees
provided for in the Agreement.
 
   3. As a condition precedent and requirement of this Settlement Agreement,
the parties, contemporaneously with the execution of this Settlement Agreement,
are entering into the New Contracts.
 
   4. Each party, in consideration of the payments, promises, and obligations
set forth in Paragraphs 1-3 above, does hereby RELEASE, ACQUIT, and FOREVER
DISCHARGE, and by these presents does for its successors, assigns, affiliates,
officers, directors, employees, and shareholders, and other legal
representatives, RELEASE, ACQUIT, and FOREVER DISCHARGE the other, their
affiliates, officers, directors, and shareholders, from any and all CLAIMS,
DEMANDS, and CAUSES OF ACTION whatsoever, whether known or unknown, whether
in contract or in tort, whether in law or in equity, whether arising under
or by virtue of any statute or regulation, including but not limited to
all claims for breach of contract, fraud, bad faith, reimbursement, punitive
and exemplary damages, attorneys fees, interest, and all other claims arising
out of or relating to the Agreement and the Lawsuit, including all claims
asserted and that could have been asserted therein.

   5. This Settlement Agreement shall be governed, construed, and enforced
in accordance with the laws of the State of Texas.
 
   6. This Settlement Agreement may be executed in counterpart, and each
and every counterpart shall be deemed for all purposes one agreement.
 
   7. The parties shall jointly dismiss with prejudice the Lawsuit, and
each party shall bear its own costs of suit and attorneys' fees. The parties
shall further submit an agreed order to the Court releasing the Escrowed
Funds to Delhi.
 
   8. This Settlement Agreement has been entered into to resolve all disputes
that arose prior to the Settlement Date





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concerning the intent, understanding, and legal force and effect of certain
provisions of the Agreement and the parties' performance thereunder. This
Settlement Agreement shall not in any way constitute an admission of liability
by either party.

    IN WITNESS WHEREOF, each of the parties hereto has caused this Settlement
Agreement to be executed, in duplicate originals, by its duly authorized
representative.

ATTEST:                                    DELHI GAS PIPELINE CORPORATION

/s/ KENNETH J. ORLOWSKI                       /s/ DAVE JOHNSON
____________________________               By:___________________________
                                           Title:  SR. VICE PRESIDENT

ATTEST:                                    SOUTHWESTERN ELECTRIC POWER
                                           COMPANY

/s/ FREDERIC L. FRAWLEY                       /s/ LESLIE E. DILLAHUNTY
____________________________               By:___________________________
                                           Title:  AUTHORIZED AGENT










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