<PAGE>

                                                                     Exhibit 4.9

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

                        5.75% NOTES DUE NOVEMBER 15, 2009

CUSIP NO. 260543 BS 1
ISIN NO. US260543BS19
No. R-1                                                           US$500,000,000


     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 FIVE HUNDRED MILLION DOLLARS
(US$500,000,000) on November 15, 2009, 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, together with such
additional amounts (if any) as are described in Section 2 on the reverse of this
Note ("Additional Amounts"), thereon semi-annually on each May 15 and November
15, commencing May 15, 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 15 or November 15, 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 12, 2002, until payment of said principal
sum has been made or duly provided for. Payments of such principal and interest
(and Additional Amounts, if any) 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 (and Additional Amounts, if any)
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 (and Additional

<PAGE>

Amounts, if any) 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 1 or November 1, as the case may be, and before the
following May 15 or November 15, this Security shall bear interest from such May
15 or November 15; provided, that if the Company shall default in the payment of
interest due on such May 15 or November 15, then this Security shall bear
interest from the next preceding May 15 or November 15, to which interest has
been paid or, if no interest has been paid on this Security, from November 12,
2002. The interest (and Additional Amounts, if any) payable on any May 15 or
November 15 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 1 or November 1, as
the case may be, next preceding such May 15 or November 15, and the interest
(and Additional Amounts, if any) 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 12, 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

                        5.75% NOTES DUE NOVEMBER 15, 2009

     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.  Payment of Additional Amounts. The Company shall pay to any
Holder who is a Non-United States person (as defined below) such Additional
Amounts as may be necessary in order that every net payment in respect of the
principal, premium, if any, or interest, if any, on this Security, after
deduction or withholding by the Company or any Paying Agent for or on account of
any present or future tax, assessment or governmental charge imposed upon or as
a result of such payment by the United States or any political subdivision or
taxing authority thereof or therein, shall not be less than the amount provided
for herein to be then due and payable before any such deduction or withholding
for or on account of any such tax, assessment or governmental charge; provided,
however, that the foregoing obligation to pay such Additional Amounts shall not
apply to:

          (a)  any tax, assessment or other governmental charge which would not
     have been so imposed but for:

               (i)  the existence of any present or former connection between
          such Holder (or a fiduciary, settlor, beneficiary, member or
          shareholder of, or holder of a power over, such Holder, if such Holder
          is an estate, trust, partnership or corporation) and the United
          States, including, without limitation, such Holder (or such fiduciary,
          settlor, beneficiary, member, shareholder of, or holder of a power)
          being or having been a citizen or resident or treated as a resident
          thereof or being or having been engaged in a trade or business therein
          or being or having been present therein or having or having had a
          permanent establishment therein; or

               (ii) such Holder's present or former status as a personal holding
          company or foreign personal holding company or controlled foreign
          corporation for United States federal income tax purposes or
          corporation which accumulates

                                       5

<PAGE>

                  earnings to avoid United States federal income tax;

                  (b) any tax, assessment or other governmental charge which
         would not have been so imposed but for the presentation by the Holder
         for payment on a date more than 10 days after the date on which such
         payment became due and payable or the date on which payment thereof is
         duly provided for, whichever occurs later;

                  (c) any estate, inheritance, gift, sales, transfer, personal
         property or excise tax or any similar tax, assessment or governmental
         charge;

                  (d) any tax, assessment or other governmental charge which is
         payable otherwise than by withholding from payments in respect of
         principal of, premium, if any, or interest, if any, on this Security;

                  (e) any tax, assessment or other governmental charge imposed
         on interest received by a Holder or beneficial owner of this Security
         who actually or constructively owns 10% or more of the total combined
         voting power of all classes of stock of the Company entitled to vote
         within the meaning of Section 871(h)(3) of the United States Internal
         Revenue Code of 1986, as amended;

                  (f) any tax, assessment or other governmental charge imposed
         as a result of the failure to comply with:

                      (i) certification, information, documentation, reporting
                  or other similar requirements concerning the nationality,
                  residence, identity or connection with the United States of
                  the Holder or beneficial owner of this Security, if such
                  compliance is required by statute, or by regulation of the
                  United States Treasury Department, as a precondition to relief
                  or exemption from such tax, assessment or other governmental
                  charge (including backup withholding); or

                      (ii) any other certification, information, documentation,
                  reporting or other similar requirements under United States
                  income tax laws or regulations that would establish
                  entitlement to otherwise applicable relief or exemption from
                  such tax, assessment or other governmental charge;

                  (g) any tax, assessment or other governmental charge required
         to be withheld by any Paying Agent from any payment of the principal
         of, premium, if any, or interest, if any, on this Security, if such
         payment can be made without such withholding by at least one other
         Paying Agent;

                  (h) any tax, assessment or other governmental charge that is
         required to be made pursuant to any European Union directive on the
         taxation of savings income or any law implementing or complying with,
         or introduced to conform to, any such directive; or

                                       6

<PAGE>

                  (i) any combination of items (a), (b), (c), (d), (e), (f), (g)
         or (h);

nor will such Additional Amounts be paid to any Holder who is a fiduciary or
partnership or other than the sole beneficial owner of this Security to the
extent a settlor or beneficiary with respect to such fiduciary or a member of
such partnership or a beneficial owner of this Security would not have been
entitled to payment of such Additional Amounts had such beneficiary, settlor,
member or beneficial owner been the holder of this Security. This Security is
subject in all cases to any tax, fiscal or other law or regulation or
administrative or judicial interpretation applicable thereto. Except as
specifically provided under this Section 2, the Company shall not be required to
make any payment with respect to any tax, assessment or governmental charge
imposed by any government or a political subdivision or taxing authority thereof
or therein.

         As used in this Section 2 and in Section 3 hereof:

                  (a) the term "United States" means the United States of
         America (including the States and the District of Columbia) and its
         territories, its possessions and other areas subject to its
         jurisdiction;

                  (b) the term "United States person" means a beneficial owner
         of the Securities that is for United States federal income tax
         purposes:

                      (i) a citizen or resident of the United States;

                      (ii) a corporation or other entity created or organized in
                  or under the laws of the United States or of any political
                  subdivision thereof;

                      (iii) an estate the income of which is subject to United
                  States federal income taxation regardless of its source; or

                      (iv) a trust if (1) a court within the United States is
                  able to exercise primary supervision over the administration
                  of the trust, and (2) one or more United States persons have
                  the authority to control all substantial decisions of the
                  trust; and

                  (c) the term "Non-United States person" means a beneficial
         owner of the Securities that is, for United States federal income tax
         purposes:

                      (i) a nonresident alien individual;

                      (ii) a foreign corporation; or

                      (iii) a nonresident alien fiduciary of a foreign estate or
                  trust.

         Section 3. Redemption; Sinking Fund. (a) Except as provided in
paragraphs (b) and (c)

                                       7








<PAGE>

below, the Securities are not redeemable prior to maturity.

                  (b)      If, as a result of:

                           (i)   any change in or amendment to the laws
                  (including any regulations or rulings promulgated thereunder)
                  of the United States or any political subdivision thereof or
                  therein affecting taxation, which becomes effective after
                  November 6, 2002 or which proposal is made after such date;

                           (ii)  any change in the official application or
                  interpretation of such laws, including any official proposal
                  for such a change, amendment or change in the application or
                  interpretation of such laws, which change, amendment,
                  application or interpretation is announced or becomes
                  effective after November 6, 2002 or which proposal is made
                  after such date; or

                           (iii) any action taken by any taxing authority of the
                  United States which action is taken or becomes generally known
                  after November 6, 2002, or any commencement of a proceeding in
                  a court of competent jurisdiction in the United States after
                  such date, whether or not such action was taken or such
                  proceeding was brought with respect to the Company;

         there is, in such case, in the written opinion of independent legal
         counsel of recognized standing to the Company, a material increase in
         the probability that the Company has or may become obligated to pay
         Additional Amounts in accordance with Section 2 hereof, and the Company
         in its business judgment, determines that such obligation cannot be
         avoided by the use of reasonable measures available to it, not
         including assignment of this Security, this Security may be redeemed,
         as a whole but not in part, at the Company's option at any time
         thereafter, upon notice to the Trustee and the Holders in accordance
         with the provisions of the Indenture at a redemption price equal to
         100% of the principal amount of this Security to be redeemed together
         with accrued interest thereon to the date fixed for redemption.

                  (c)      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 30 basis points,
                  as determined by the Reference Treasury Dealer (as defined
                  below),

                                       8

<PAGE>

         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 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) Salomon Smith Barney Inc. (or its
         respective affiliates which are Primary Treasury Dealers) and its
         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

                                       9

<PAGE>

         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.

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

         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 (and
Additional Amounts, if any) 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

                                       10

<PAGE>

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 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 (and Additional Amounts, if any) 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

                                       11

<PAGE>
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.

     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, in London, and, so long as the
Securities are listed on the Luxembourg Stock Exchange, in Luxembourg. Notice
may be given by publication in The City of New York in The Wall Street Journal,
in London in the Financial Times, and in Luxembourg in the Luxemburger Wort. 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.

                                       12

<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.

                                       13

<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.

                                       14