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                                                                    EXHIBIT 4.10


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                     COMMON SECURITIES GUARANTEE AGREEMENT


                                NGC CORPORATION


                           Dated as of May 28, 1997


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                               TABLE OF CONTENTS

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                   ARTICLE I DEFINITIONS AND INTERPRETATION

SECTION 1.1   Definitions and Interpretation................................  1

                             ARTICLE II GUARANTEE

SECTION 2.1   Guarantee.....................................................  3
SECTION 2.2   Waiver of Notice and Demand...................................  3
SECTION 2.3   Obligations Not Affected......................................  3
SECTION 2.4   Rights of Holders.............................................  4
SECTION 2.5   Guarantee of Payment..........................................  4
SECTION 2.6   Subrogation...................................................  4
SECTION 2.7   Independent Obligations.......................................  5

             ARTICLE III LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 3.1   Limitation of Transactions....................................  5
SECTION 3.2   Ranking.......................................................  6

                            ARTICLE IV TERMINATION

SECTION 4.1   Termination...................................................  6

                            ARTICLE V MISCELLANEOUS

SECTION 5.1   Successors and Assigns........................................  6
SECTION 5.2   Amendments....................................................  7
SECTION 5.3   Notices.......................................................  7
SECTION 5.4   Benefit.......................................................  8
SECTION 5.5   GOVERNING LAW.................................................  8
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                     COMMON SECURITIES GUARANTEE AGREEMENT


          This GUARANTEE AGREEMENT (the "Common Securities Guarantee"), dated as
of May 28, 1997, is executed and delivered by NGC Corporation, a Delaware
corporation (the "Guarantor"), for the benefit of the Holders (as defined
herein) from time to time of the Common Securities (as defined herein) of NGC
Corporation Capital Trust I, a Delaware business trust (the "Issuer").

          WHEREAS, pursuant to the Declaration, the Issuer is issuing on the
date hereof $6,200,000 aggregate liquidation amount of its 8.316% Common
Securities (the "Common Securities"), liquidation amount $1,000 per Common
Security;

          WHEREAS, as incentive for the Holders to purchase the Common
Securities, the Guarantor desires to irrevocably and unconditionally agree, to
the extent set forth in this Common Securities Guarantee, to pay to the Holders
the Guarantee Payments (as defined herein) and to make certain other payments on
the terms and conditions set forth herein; and

          WHEREAS, the Guarantor is also executing and delivering a guarantee
agreement (the "Series A Capital Securities Guarantee") for the benefit of the
holders of the Series A Capital Securities (as defined in the Declaration) and
upon consummation of the Exchange Offer (as defined in the Declaration) will
execute and deliver a guarantee agreement (the "Series B Capital Securities
Guarantee") for the benefit of the holders of the Series B Capital Securities
(as defined in the Declaration), each in substantially identical terms to this
Common Securities Guarantee, except that if an Event of Default (as defined in
the Declaration) has occurred and is continuing, the rights of Holders to
receive Guarantee Payments under this Common Securities Guarantee are
subordinated to the rights of holders of Capital Securities to receive Guarantee
Payments under the Series A Capital Securities Guarantee and the Series B
Capital Securities Guarantee, as the case may be.

          NOW, THEREFORE, in consideration of the purchase by each Holder, which
pur  chase the Guarantor hereby acknowledges shall benefit the Guarantor, the
Guarantor executes and delivers this Common Securities Guarantee for the benefit
of the Holders.


                                   ARTICLE I
                        DEFINITIONS AND INTERPRETATION

SECTION 1.1   Definitions and Interpretation

              In this Common Securities Guarantee, unless the context otherwise
requires:

              (1)  capitalized terms used in this Common Securities Guarantee
but not defined in the preamble above have the respective meanings assigned to
them in this Section 1.1;

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              (2)  terms defined in the Declaration as at the date of execution
of this Common Securities Guarantee have the same meaning when used in this
Common Securities Guarantee unless otherwise defined in this Common Securities
Guarantee;

              (3)  a term defined anywhere in this Common Securities Guarantee
has the same meaning throughout;

              (4)  all references to "the Common Securities Guarantee" or "this
Common Securities Guarantee" are to this Common Securities Guarantee as
modified, supplemented or amended from time to time;

              (5)  all references in this Common Securities Guarantee to
Articles and Sections are to Articles and Sections of this Common Securities
Guarantee unless otherwise specified; and

              (6)  a reference to the singular includes the plural and vice
versa.

              "Declaration" means the Amended and Restated Declaration of Trust,
dated as of May 28, 1997 as amended, modified or supplemented from time to time,
among the trustees of the Issuer named therein, the Guarantor, as sponsor, and
the holders from time to time of undivided beneficial ownership interests in the
assets of the Issuer.

              "Guarantee Payments" means the following payments or
distributions, without duplication, with respect to the Common Securities, to
the extent not paid or made by the Issuer: (i) any accumulated and unpaid
Distributions that are required to be paid on such Common Securities to the
extent the Issuer has funds on hand legally available therefor at such time,
(ii) the redemption price, including all accumulated and unpaid Distributions to
the date of redemption (the "Redemption Price") to the extent the Issuer has
funds on hand legally available therefor at such time, with respect to any
Common Securities called for redemption by the Issuer, and (iii) upon a
voluntary or involuntary dissolution, winding-up or liquidation of the Issuer
(other than in connection with the distribution of Debentures to the Holders in
exchange for Common Securities as provided in the Declaration), the lesser of
(a) the aggregate of the liquidation amount and all accumulated and unpaid
Distributions on the Common Securities to the date of payment, to the extent the
Issuer has funds on hand legally available therefor, and (b) the amount of
assets of the Issuer remaining available for distribution to Holders in
liquidation of the Issuer after satisfaction of liabilities of creditors of the
Issuer as required by applicable law (in either case, the "Liquidation
Distribution"). If an Event of Default has occurred and is continuing, no
Guarantee Payments with respect to the Common Securities shall be made until
holders of Capital Securities shall be paid in full the Guarantee Payments to
which they are entitled under the Series A Capital Securities Guarantee and the
Series B Capital Securities Guarantee.

              "Holder" means any holder, as registered on the books and records
of the Issuer, of any Common Securities.

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              "Other Guarantees" means all guarantees to be issued by the
Guarantor with respect to common securities (if any) similar to the Common
Securities issued by other trusts to be established by the Guarantor (if any),
in each case similar to the Issuer.

                                  ARTICLE II
                                  GUARANTEE

SECTION 2.1   Guarantee

              The Guarantor irrevocably and unconditionally agrees to pay in
full to the Holders the Guarantee Payments (without duplication of amounts
theretofore paid by the Issuer), as and when due, regardless of any defense,
right of set-off or counterclaim which the Issuer may have or assert. The
Guarantor's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Guarantor to the Holders or by causing
the Issuer to pay such amounts to the Holders.

SECTION 2.2   Waiver of Notice and Demand

              The Guarantor hereby waives notice of acceptance of this Common
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Issuer or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

SECTION 2.3   Obligations Not Affected

              The obligations, covenants, agreements and duties of the Guarantor
under this Common Securities Guarantee shall be absolute and unconditional and
shall remain in full force and effect until the entire liquidation amount of all
outstanding Common Securities shall have been paid and such obligation shall in
no way be affected or impaired by reason of the happening from time to time of
any of the following:

              (1)  the release or waiver, by operation of law or otherwise, of
     the performance or observance by the Issuer of any express or implied
     agreement, covenant, term or condition relating to the Common Securities to
     be performed or observed by the Issuer;

              (2)  the extension of time for the payment by the Issuer of all or
     any portion of the Distributions, Redemption Price, Liquidation
     Distribution or any other sums payable under the terms of the Common
     Securities or the extension of time for the performance of any other
     obligation under, arising out of, or in connection with, the Common
     Securities (other than an extension of time for payment of Distributions,
     Redemption Price, Liquidation Distribution 

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     or other sum payable that results from the extension of any interest
     payment period on the Debentures permitted by the Indenture);

              (3)  any failure, omission, delay or lack of diligence on the part
     of the Property Trustee or the Holders to enforce, assert or exercise any
     right, privilege, power or remedy conferred on the Property Trustee or the
     Holders pursuant to the terms of the Common Securities, or any action on
     the part of the Issuer granting indulgence or extension of any kind;

              (4)  the voluntary or involuntary liquidation, dissolution, sale
     of any collateral, receivership, insolvency, bankruptcy, assignment for the
     benefit of creditors, reorganization, arrangement, composition or
     readjustment of debt of, or other similar proceedings affecting, the Issuer
     or any of the assets of the Issuer;

              (5)  any invalidity of, or defect or deficiency in, the Common
     Securities;

              (6)  the settlement or compromise of any obligation guaranteed
     hereby or hereby incurred; or

              (7)  any other circumstance whatsoever that might otherwise
     constitute a legal or equitable discharge or defense of a guarantor, it
     being the intent of this Section 2.3 that the obligations of the Guarantor
     with respect to the Guarantee Payments shall be absolute and unconditional
     under any and all circumstances.

There shall be no obligation of the Holders to give notice to, or obtain consent
of, the Guarantor with respect to the happening of any of the foregoing.

SECTION 2.4   Rights of Holders

              The Guarantor expressly acknowledges that any Holder may institute
a legal pro ceeding directly against the Guarantor to enforce its rights under
this Common Securities Guarantee, without first instituting a legal proceeding
against the Issuer or any other Person.

SECTION 2.5   Guarantee of Payment

              This Common Securities Guarantee creates a guarantee of payment
and not of collection.

SECTION 2.6   Subrogation

              The Guarantor shall be subrogated to all (if any) rights of the
Holders against the Issuer in respect of any amounts paid to such Holders by the
Guarantor under this Common    Secu  rities Guarantee; provided, however, that
the Guarantor shall not (except to the extent required by 

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mandatory provisions of law) be entitled to enforce or exercise any rights which
it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Common Securities
Guarantee, if, at the time of any such payment, any amounts are due and unpaid
under this Common Securities Guarantee. If any amount shall be paid to the
Guarantor in violation of the preceding sentence, the Guarantor agrees to hold
such amount in trust for the Holders and to pay over such amount to the Holders.

SECTION 2.7   Independent Obligations

              The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Common
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Common
Securities Guarantee notwithstanding the occurrence of any event referred to in
subsections (a) through (g), inclusive, of Section 2.3 hereof.


                                  ARTICLE III
                   LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 3.1    Limitation of Transactions

               So long as any Common Securities remain outstanding, the
Guarantor will not, and will not permit any subsidiary of the Guarantor to, (i)
declare or pay any dividends or distributions on, or redeem, purchase, acquire
or make a liquidation payment with respect to, any of the Guarantor's capital
stock (which includes common stock and preferred stock) (other than (a)
dividends or distributions in shares of, or options, warrants or rights to
subscribe for or purchase shares of, common stock of the Guarantor, (b) any
declaration of a dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, (c)
as a result of a reclassification of the Guarantor's capital stock or the
exchange or the conversion of one class or series of the Guarantor's capital
stock for another class or series of the Guarantor's capital stock, (d) the
purchase of fractional interests in shares of the Guarantor's capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or ex changed, and (e) purchases of common stock
related to the issuance of common stock or rights under any of the Guarantor's
benefit plans for its directors, officers or employees or any of the Guarantor's
dividend reinvestment plans), (ii) make any payment of principal of, or premium,
if any, or interest on or repay, repurchase or redeem any debt securities of the
Guarantor (including Other Debentures) that rank pari passu with or junior in
right of payment to the Debentures or (iii) make any guarantee payments with
respect to any guarantee (other than the Series A Capital Securities Guarantee
and the Series B Capital Securities Guarantee) by the Guarantor of the debt
securities of any subsidiary of the Guarantor (including under Other Guarantees)
if such guarantee ranks pari passu with or junior in right of payment to the
Debentures if at such time (1) there shall have occurred any event of which the
Guarantor has actual knowledge that (a) with the giving of notice or the lapse
of time, 

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or both, would constitute an Event of Default and (b) in respect of which the
Guarantor shall not have taken reasonable steps to cure, (2) an Event of Default
shall have occurred and be continuing, (3) if such Debentures are held by the
Property Trustee, the Guarantor shall be in default with respect to its payment
of any obligations under the Series A Capital Securities Guarantee or the Series
B Capital Securities Guarantee or (4) the Guarantor shall have given notice of
its election of the exercise of its right to extend the interest payment period
pursuant to Section 16.01 of the Indenture and any such extension shall be
continuing.

               Notwithstanding the foregoing, if an Event of Default has
occurred and is continuing under the Declaration, the rights of the holders of
the Common Securities to receive Guarantee Payments under the Common Securities
Guarantee or any Other Common Securities Guarantee shall be subordinated to the
rights of the holders of the Series A Capital Securities, the Series B Capital
Securities and the Private Exchange Capital Securities to receive payments of
all amounts due and owing to such holders under the Series A Capital Securities
Guarantee, any guarantee relating to the Series B Capital Securities or the
Private Exchange Capital Securities or any guarantee relating to any securities
similar to the Capital Securities issued by other Trusts to be established by
the Guarantor, in each case similar to the Issuer.

SECTION 3.2    Ranking

               This Common Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank (i) subordinate and junior in right of
payment to Senior Indebtedness (as defined in the Indenture), to the same extent
and in the same manner that the Debentures are subordinated to Senior
Indebtedness pursuant to the Indenture, (ii) pari passu with the Debentures, the
Other Debentures and with any Other Guarantee, the Series A Capital Securities
Guarantee and the Series B Capital Securities Guarantee, and (iii) senior to the
Guarantor's capital stock.


                                  ARTICLE IV
                                  TERMINATION

SECTION 4.1    Termination

               This Common Securities Guarantee shall terminate and be of no
further force and effect (i) upon full payment of the Redemption Price of all
Common Securities, (ii) upon the distribution of all of the Debentures to all
the Holders and the holders of the Capital Securities or (iii) upon full payment
of the amounts payable in accordance with the Declaration upon liquidation of
the Issuer. Notwithstanding the foregoing, this Common Securities Guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any Holder must restore payment of any sums paid under the Common
Securities or under this Common Securities Guarantee.

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                                   ARTICLE V
                                 MISCELLANEOUS

SECTION 5.1   Successors and Assigns

              All guarantees and agreements contained in this Common Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
then outstanding.

SECTION 5.2   Amendments

              Except with respect to any changes which do not adversely affect
the rights of Holders (in which case no consent of Holders will be required),
this Common Securities Guarantee may only be amended with the prior approval of
the Holders of at least a majority in liquidation amount of all the outstanding
Common Securities. The provisions of Section 12.2 of the Declaration with
respect to meetings of holders of the Securities apply to the giving of such
approval.

SECTION 5.3   Notices

              All notices provided for in this Common Securities Guarantee shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

              (1)  if given to the Issuer, in care of the Administrative Trustee
     at the Issuer's mailing address set forth below (or such other address as
     the Issuer may give notice of to the Holders):

                   NGC Corporation Capital Trust I
                   c/o NGC Corporation                
                   1000 Louisiana, Suite 5800         
                   Houston, TX  77002                 
                   Attention:  John U. Clarke         
                               Administrative Trustee 
                   Telecopy:   (713) 767-8322          

              (2)  if given to the Guarantor, at the Guarantor's mailing address
     set forth below (or such other address as the Guarantor may give notice of
     to the Holders):

                   NGC Corporation                 
                   1000 Louisiana, Suite 5800      
                   Houston, TX  77002              
                   Attention:  Kenneth E. Randolph 
                   Telecopy: (713) 507-6808
 

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              (3)  if given to any Holder, at the address set forth on the books
     and records of the Issuer.

                   All such notices shall be deemed to have been given when
received in person, telecopied with receipt confirmed, or mailed by first class
mail, postage prepaid except that if a notice or other document is refused
delivery or cannot be delivered because of a changed address of which no notice
was given, such notice or other document shall be deemed to have been delivered
on the date of such refusal or inability to deliver.

SECTION 5.4   Benefit

              This Common Securities Guarantee is solely for the benefit of the
Holders and is not separately transferable from the Common Securities.

SECTION 5     GOVERNING LAW 

              THIS COMMON SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

              THIS COMMON SECURITIES GUARANTEE is executed as of the day and
year first above written.

                                              NGC CORPORATION


                                              By:  __
                                              Name:
                                              Title:

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