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                              SHAREHOLDER AGREEMENT

                                  May 31, 1996

Koninklike Pakhoed, N.V.
333 Blaak
3011 G.B. Rotterdam
The Netherlands

Gentlemen:

         In consideration for the proposed tender offer for shares of Common
Shares of Univar Corporation ("Company") to be made by a subsidiary of yours
(the "Buyer") and to be followed by the merger of Company with Buyer (the
"Merger"), the undersigned agrees that, in its capacity as a shareholder of
Company, it will:

         (a)      tender all shares of Company Common Shares held of record or
                  beneficially by it (representing all shares as to which the
                  undersigned has sole or shared voting power) as of the date
                  hereof or hereinafter acquired to Buyer pursuant to Buyer's
                  proposed Offer to Purchase Shares;

         (b)      provide all consents and approvals pursuant to the Distributor
                  Agreement by and between the undersigned and Van Waters &
                  Rogers, Inc., dated March 8, 1996, required to consummate the
                  Merger and the transactions contemplated by the Agreement and
                  Plan of Reorganization among you, Company and Buyer; and

         (c)      only at your request, (i) exercise its option to purchase all
                  or such portion required of the 101,874 shares of Series A
                  Junior Participating Convertible Preferred Shares (the
                  "Preferred Shares"), which the undersigned is entitled to
                  purchase pursuant to the Amended and Restated Agreement of
                  Purchase and Sale of Stock (the "Stock Purchase Agreement")
                  entered into by and between the undersigned and Company, dated
                  May 13, 1994, (ii) convert all the Preferred Shares the
                  undersigned acquired pursuant to the Stock Purchase Agreement
                  into Company Common Shares, and (iii) tender all shares of
                  Company Common Shares acquired pursuant to such conversion of
                  the Preferred Shares to Buyer pursuant to Buyer's proposed
                  Offer to Purchase Shares. If such request is not made and the
                  option is not exercised, you will pay to us or cause the
                  surviving corporation to pay us on consummation of the Merger,
                  the difference between the aggregate exercise price of the
                  option to acquire the Preferred Shares and the aggregate price
                  that would have been paid in the tender offer for the shares
                  of Common Shares which would have been issued pursuant to the
                  conversion of the Preferred Shares.


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         Notwithstanding any other provision of this letter, the undersigned
will be relieved of its obligations under paragraphs (a), (b) and (c) above if
(i) a competing offer to purchase the Company and/or its shares of Common Shares
at a price greater than $19.45 per share is made by a third party prior to
consummation of the Merger, or (ii) Buyer's price for the purchase of the
undersigned's shares of Common Stock pursuant to the Offer to Purchase is
adjusted to a price which is less than $19.45 per share.

Sincerely yours,

THE DOW CHEMICAL COMPANY



By:  /s/  Michael D. Parker
     ----------------------
Name:  Michael D. Parker
Title:  Group Vice President