PRICING SUPPLEMENT NO. 2 Rule 424(b)(3) DATED: May 8, 2003 File No. 333-104455 (To Prospectus dated April 24, 2003, and Prospectus Supplement dated April 24, 2003) $10,227,293,162 THE BEAR STEARNS COMPANIES INC. MEDIUM-TERM NOTES, SERIES B Principal Amount: $20,000,000 Floating Rate Notes [x] Book Entry Notes [x] Original Issue Date: 5/13/2003 Fixed Rate Notes [ ] Certificated Notes [ ] Maturity Date: 5/13/2005 CUSIP#: 073928ZJ5 Option to Extend Maturity: No [x] Yes [ ] Final Maturity Date: Optional Optional Redemption Repayment Repayment Redeemable On Price(s) Date(s) Price(s) ------------- ------------ ----------- ----------- N/A N/A N/A N/A Applicable Only to Fixed Rate Notes: ----------------------------------- Interest Rate: Interest Payment Dates: Applicable Only to Floating Rate Notes: -------------------------------------- Interest Rate Basis: Maximum Interest Rate: N/A [ ] Commercial Paper Rate Minimum Interest Rate: N/A [ ] Federal Funds Effective Rate [ ] Federal Funds Open Rate Interest Reset Date(s): * [ ] Treasury Rate Interest Reset Period: Monthly [ ] LIBOR Reuters Interest Payment Date(s): ** [x] LIBOR Telerate [ ] Prime Rate [ ] CMT Rate Initial Interest Rate: 1.44% Interest Payment Period: Monthly Index Maturity: One Month Spread (plus or minus): +0.13% * On the 13th of each month prior to Maturity. ** On the 13th of each month and at Maturity. The distribution of Notes will conform to the requirements set forth in Rule 2720 of the NASD Conduct Rules.