<PAGE>


                                                                   Exhibit 4.10

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (THE
"DEPOSITORY") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.,
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


REGISTERED                                                           REGISTERED


                            THE DOW CHEMICAL COMPANY

                       5.161% NOTES DUE NOVEMBER 30, 2007


CUSIP NO. 260543 BT 9
ISIN NO. US260543BT91
No. R-1                                                          US$110,000,000


     THE DOW CHEMICAL COMPANY, a Delaware corporation (herein called the
"Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of ONE HUNDRED TEN MILLION DOLLARS
(US$110,000,000) on November 30, 2007, in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, and to pay interest thereon semi-annually
on each May 30 and November 30, commencing May 30, 2003 and at maturity on said
principal sum, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts, at the rate per annum specified in the title of this Security, from the
May 30 or November 30, as the case may be, next preceding the date of this
Security to which interest has been paid, unless the date hereof is a date to
which interest has been paid, in which case from the date of this Security, or
unless no interest has been paid on this Security, in which case from November
20, 2002, until payment of said principal sum has been made or duly provided
for. Payments of such principal and interest shall be made at the office or
agency of the Company in Chicago, Illinois, which, subject to the right of the
Company to vary or terminate the appointment of such agency, shall initially be
at the principal office of Bank One Trust Company, N.A., One Bank One Plaza,
Chicago, Illinois 60670-0126; provided, that payment of interest may be made at
the option of the Company by check mailed to the address of the person entitled
thereto as such address shall appear on the Security register; provided, further
that so long as CEDE & CO. or another nominee of the Depository is the
registered owner of this Security payments of principal and interest


<PAGE>

will be made in immediately available funds through the Depository's Same-Day
Funds Settlement System. Notwithstanding the foregoing, if the date hereof is
after May 15 or November 15, as the case may be, and before the following May 30
or November 30, this Security shall bear interest from such May 30 or November
30; provided, that if the Company shall default in the payment of interest due
on such May 30 or November 30, then this Security shall bear interest from the
next preceding May 30 or November 30, to which interest has been paid or, if no
interest has been paid on this Security, from November 20, 2002. The interest
payable on any May 30 or November 30 will, subject to certain exceptions
provided in the Indenture referred to on the reverse hereof, be paid to the
person in whose name this Security is registered at the close of business on the
May 15 or November 15, as the case may be, next preceding such May 30 or
November 30, and the interest payable at maturity will be payable to the person
to whom the principal hereof shall be payable.

     Reference is made to the further provisions of this Security set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.

     This Security shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.

                        [Signatures appear on next page]


                                       2

<PAGE>

     IN WITNESS WHEREOF, THE DOW CHEMICAL COMPANY has caused this instrument to
be signed by facsimile by its duly authorized representative.

Dated: November 20, 2002





[SEAL]





Attest:                                THE DOW CHEMICAL COMPANY



By: ___________________________        By: ____________________________________
    Name: Thomas E. Moran                  Name:  Fernando Ruiz
    Title:  Assistant Secretary            Title:  Vice President and Treasurer

                                       3

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                                  Bank One Trust Company, N.A.,
                                                   as Trustee


                                                  By:
                                                     --------------------------
                                                     Authorized Signatory


                                       4

<PAGE>

                            THE DOW CHEMICAL COMPANY

                       5.161% NOTES DUE NOVEMBER 30, 2007


     Section 1. General. This Note is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of April 1, 1992, as
supplemented by a supplemental indenture dated as of January 1, 1994, a second
supplemental indenture dated as of October 1, 1999, and a third supplemental
indenture dated as of May 15, 2001 (the "Indenture"), between the Company and
Bank One Trust Company, N.A., as successor in interest to The First National
Bank of Chicago, as Trustee (herein called the "Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the Securities of the series designated on the face hereof.

     Section 2. [Intentionally Omitted]

     Section 3. Redemption; Sinking Fund. (a) Except as provided in paragraph
(b) below, the Securities are not redeemable prior to maturity.

          (b) All or a portion of the Securities will be redeemable at any time
     or from time to time at the option of the Company at a redemption price
     equal to the greater of

              (i) one hundred percent (100%) of the principal amount of the
          Securities to be redeemed on the redemption date; and

              (ii) the sum of the present values of the remaining scheduled
          payments of principal and interest on the Securities being redeemed
          on such redemption date (not including any portion of any payments of
          interest accrued to the redemption date), discounted to the redemption
          date on a semiannual basis at the Treasury Rate (as defined below),
          plus 25 basis points, as determined by the Reference Treasury Dealer
          (as defined below),

     plus, in either case, accrued interest thereon to the redemption date.
     Notwithstanding the foregoing, installments of interest on Securities that
     are due and payable on interest payment dates falling on or prior to a
     redemption date will be payable on the interest payment date to the
     registered holders as of the close of business on the relevant record date
     according to the Securities and the Indenture. The redemption price will be
     calculated on the basis of a 360-day year consisting of twelve 30-day
     months.

     Notice of any redemption will be mailed at least 30 days but not more than
     60 days before

                                       5

<PAGE>

the redemption date to each Holder of the Securities to be redeemed. Once notice
of redemption is mailed, the Securities called for redemption will become due
and payable on the redemption date and at the applicable redemption price, plus
accrued and unpaid interest to the redemption date.

"Treasury Rate" means, with respect to any redemption date, the rate per annum
equal to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected
by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.

"Comparable Treasury Price" means, with respect to any redemption date, (i) the
average of the Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such Reference Treasury Dealer
Quotations, (ii) if the Trustee obtains fewer than three such Reference Treasury
Dealer Quotations, the average of all such quotations, or (iii) if only one
Reference Treasury Dealer Quotation is received, such Quotation.

"Reference Treasury Dealer" means (i) Banc of America Securities LLC or J.P.
Morgan Securities, Inc. (or their respective affiliates which are Primary
Treasury Dealers) and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer(s) selected by the Trustee after consultation with the Company.

"Reference Treasury Dealer Quotation" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York
City time) on the third business day preceding such redemption date.

Unless the Company defaults in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Securities or any portions
thereof called for redemption.

(c) The Securities will not be subject to any sinking fund.

                                        6

<PAGE>


     Section 4. Events of Default. If an Event of Default with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.

     Section 5. Modifications and Waivers; Obligation of the Company Absolute.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of at least a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed.

     Section 6. Authorized Denominations. The Securities are issuable in
registered form, without coupons, in denominations of $1,000 and any integral
multiple of $1,000 in excess thereof. As provided in the Indenture, and subject
to certain limitations therein set forth and to the limitations described below,
if applicable, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

     Section 7. Registration of Transfer. As provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Security
is registrable in the Security register upon surrender of this Security for
registration of transfer at the office or agency of the Company maintained for
that purpose in the City of Chicago, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
securities registrar (which shall initially be the Trustee, Bank One Trust
Company, N.A., One Bank One Plaza, Chicago, Illinois 60670-0126 (Attention:
Corporate Trust Department) or at such other address as it may designate as its
principal corporate trust office in the City of Chicago), duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

     This Security is exchangeable only if (x) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for this
Security or if at any time the Depository

                                       7

<PAGE>

ceases to be a clearing agency registered under the Securities Exchange Act of
1934, as amended, (y) the Company in its sole discretion determines that this
Security shall be exchangeable for certificated Securities in registered form or
(z) an Event of Default, or an event which with the passage of time or the
giving of notice would become an Event of Default, with respect to the
Securities represented hereby has occurred and is continuing, provided that the
definitive Securities so issued in exchange for this permanent Security shall be
in denominations of $1,000 and any integral multiple of $1,000 in excess thereof
and be of like aggregate principal amount and tenor as the portion of this
permanent Security to be exchanged, and provided further that, unless the
Company agrees otherwise, Securities of this series in certificated registered
form will be issued in exchange for this permanent Security, or any portion
hereof, only if such Securities in certificated registered form were requested
by written notice to the Trustee or the Securities Registrar by or on behalf of
a person who is beneficial owner of an interest hereof given through the Holder
hereof. Except as provided above, owners of beneficial interests in this
permanent Security will not be entitled to receive physical delivery of
Securities in certificated registered form and will not be considered the
Holders thereof for any purpose under the Indenture.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Section 8. Owners. Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security is overdue, and
neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.

     Section 9. No Recourse Against Certain Persons. No recourse for the payment
of the principal or interest on this Security, or for any claim based hereon or
otherwise in respect hereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in the Indenture or any Supplemental
Indenture thereto or in any Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or of any successor corporation of either of them, either directly or
through the Company or any successor corporation of either of them, whether by
virtue of any constitution, statute or rule or law or by the enforcement of any
assessment or penalty or otherwise, all such liability being by the acceptance
hereof and as a condition of and as part of the consideration for the issue
hereof, expressly waived and released.

     Section 10. Defeasance. The Indenture with respect to any series will be
discharged and cancelled except for certain Sections thereof, subject to the
terms of the Indenture, upon payment of all of the Securities of such series or
upon the irrevocable deposit with the Trustee of cash or U.S. Government
Obligations (or a combination thereof) sufficient for such payment in accordance
with Article Ten of the Indenture.

                                       8

<PAGE>

     Section 11. Governing Law; Jurisdiction. The Indenture and the Securities
shall be governed by and construed in accordance with the laws of the State of
New York.

     Section 12. Notices. Notices to Holders shall be published in authorized
daily newspapers in The City of New York. Notice may be given by publication in
The City of New York in The Wall Street Journal. Any notice given pursuant to
these provisions shall be deemed to have been given on the date of publication
or, if published more than once, on the date first published.

     Section 13. Defined Terms. All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.

                                       9

<PAGE>

                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

     TEN COM - as tenants in common

     TEN ENT - as tenants by the entireties

      JT TEN - as joint tenants with right of survivorship and not as tenants in
               common


     UNIF GIFT MIN ACT - ___________________________
                                 (Minor)

             Custodian   ___________________________
                                 (Cust)

     Under Uniform Gifts to Minors Act ____________________________
                                                  (State)


Additional abbreviations may also be used though not in the above list.

                                      10

<PAGE>

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

----------------------------------------------------------- -------------------


----------------------------------------------------------- -------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

--------------------------------------

--------------------------------------

--------------------------------------

the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______ _____________________________ attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.

Dated:   __________________________

Signature: ____________________________

NOTICE:   THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
          WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY
          PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
          WHATEVER.

                                       11