UBS AG — Capital/Financing Update 2011

Mar 11, 2011

Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-156695

CALCULATION OF REGISTRATION FEE

| Title of Each Class of Securities Offered | Maximum Aggregate Offering Price | Amount
of Registration Fee (1) |
| --- | --- | --- |
| Trigger Yield Optimization Notes linked to the common stock of NVIDIA Corporation due
June 15, 2011 | $1,000,000 | $116.10 |

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

Amendment No. 1 dated March 11, 2011 † to PRICING SUPPLEMENT dated March 10, 2011 (To Prospectus dated January 13, 2009 and Product Supplement dated March 1, 2011)

UBS AG Trigger Yield Optimization Notes

UBS AG $1,000,000.00 Notes linked to the common stock of NVIDIA Corporation due June 15, 2011

Investment Description

UBS AG Trigger Yield Optimization Notes (the “Notes”) are unsubordinated, unsecured debt obligations issued by UBS AG (“UBS”) linked to the common stock of NVIDIA Corporation (the “underlying stock”). On a monthly basis, UBS will pay you a coupon regardless of the performance of the underlying stock. At maturity, UBS will either pay you the principal amount per Note or, if the closing price of the underlying stock on the final valuation date is below the specified trigger price, UBS will deliver to you a number of shares of the underlying stock per Note equal to (i) the principal amount per Note divided by (ii) the specified initial price of the underlying stock (the “share delivery amount”) for each of your Notes (subject to adjustments in the case of certain corporate events described in the accompanying Trigger Yield Optimization Notes product supplement under “General Terms of the Notes — Antidilution Adjustments”). Investing in the Notes involves significant risks. You may lose some or all of your principal amount. In exchange for receiving a coupon on the Notes, you are accepting the risk of receiving shares of the underlying stock at maturity that are worth less than your principal amount and the credit risk of UBS for all payments under the Notes. Generally, the higher the coupon rate on a Note, the greater the risk of loss on that Note. The contingent repayment of principal only applies if you hold the Notes until maturity. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of UBS. If UBS were to default on its payment obligations, you may not receive any amounts owed to you under the Notes and you could lose your entire investment.

Features

q Income: Regardless of the performance of the underlying stock, UBS will pay you a monthly coupon. In exchange for receiving the monthly coupon on the Notes, you are accepting the risk of receiving shares of the underlying stock at maturity that are worth less than your principal amount and the credit risk of UBS for all payments under the Notes.

q Contingent Repayment of Principal Amount at Maturity: If the price of the underlying stock does not close below the trigger price on the final valuation date, UBS will pay you the principal amount per Note at maturity and you will not participate in any appreciation or decline in the value of the underlying stock. If the price of the underlying stock closes below the trigger price on the final valuation date, UBS will deliver to you at maturity the share delivery amount for each of your Notes, which is expected to be worth significantly less than your principal amount and may have no value at all. The contingent repayment of principal only applies if you hold the Notes until maturity. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of UBS.

Key Dates

Trade Date	March 10, 2011
Settlement Date	March 15, 2011
Final Valuation Date*	June 10, 2011
Maturity Date*	June 15, 2011

• Subject to postponement in the event of a market disruption event, as described in the Trigger Yield Optimization Notes product supplement.

NOTICE TO INVESTORS: THE NOTES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE NOTES AT MATURITY, AND THE NOTES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE UNDERLYING STOCK. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT OBLIGATION OF UBS. YOU SHOULD NOT PURCHASE THE NOTES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE NOTES.

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE 6 AND UNDER ‘‘RISK FACTORS’’ BEGINNING ON PAGE PS-13 OF THE TRIGGER YIELD OPTIMIZATION NOTES PRODUCT SUPPLEMENT BEFORE PURCHASING ANY NOTES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY EFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR NOTES. YOU MAY LOSE SOME OR ALL OF YOUR INITIAL INVESTMENT IN THE NOTES.

Note Offering

These terms relate to the Notes we are offering. Coupons will be paid monthly in arrears in 3 installments.

Underlying Stock	Coupon Rate	Total Coupons Payable	Initial Price	Trigger Price	Share Delivery Amount*	CUSIP	ISIN
Common stock of NVIDIA Corporation	14.62% per annum	3.655%	$17.92	$11.29, which is 63% of Initial Price	55.8036	902674EN6	US902674EN68

• If you receive the share delivery amount at maturity, we will pay cash in lieu of delivering any fractional shares of the underlying stock in an amount equal to that fraction multiplied by the final price of the underlying stock. The share delivery amount and trigger price are subject to adjustments in the case of certain corporate events described in the Trigger Yield Optimization Notes product supplement under “General Terms of the Notes — Antidilution Adjustments.”

See “Additional Information about UBS and the Notes” on page 2. The Notes we are offering will have the terms set forth in the Trigger Yield Optimization Notes product supplement relating to the Notes, the accompanying prospectus and this pricing supplement.

† This amended pricing supplement supersedes in its entirety the related pricing supplement dated March 10, 2011 for the Securities. We refer to this amended pricing supplement as the pricing supplement.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Notes or passed upon the adequacy or accuracy of this pricing supplement, or the accompanying Trigger Yield Optimization Notes product supplement or prospectus. Any representation to the contrary is a criminal offense. The Notes are not deposit liabilities of UBS AG and are not FDIC insured.

Offering of Notes	Issue Price to Public — Total	Per Note	Underwriting Discount — Total	Per Note	Proceeds to UBS AG — Total	Per Note
NVIDIA Corporation	$1,000,000.00	$1,000	$7,000.00	0.70%	$993,000.00	99.30%

UBS Financial Services Inc. UBS Investment Bank

Pricing Supplement dated March 10, 2011

Additional Information about UBS and the Notes

UBS has filed a registration statement (including a prospectus, as supplemented by a product supplement for the Notes) with the Securities and Exchange Commission, or SEC, for the offering to which this pricing supplement relates. Before you invest, you should read these documents and any other documents relating to the Notes that UBS has filed with the SEC for more complete information about UBS and this offering. You may obtain these documents for free from the SEC website at www.sec.gov. Our Central Index Key, or CIK, on the SEC website is 0001114446. Alternatively, UBS will arrange to send you these documents if you so request by calling toll-free 800-722-7370.

You may access these documents on the SEC website at www.sec.gov as follows:

¨ Trigger Yield Optimization Notes product supplement dated March 1, 2011:

http://www.sec.gov/Archives/edgar/data/1114446/000119312511051844/d424b2.htm

¨ Prospectus dated January 13, 2009:

http://www.sec.gov/Archives/edgar/data/1114446/000095012309000556/y73628b2e424b2.htm

References to “UBS,” “we,” “our” and “us” refer only to UBS AG and not to its consolidated subsidiaries. In this document, “Trigger Yield Optimization Notes” or the “Notes” refer to the Notes that are offered hereby. Also, references to the “Trigger Yield Optimization Notes product supplement” mean the UBS product supplement, dated March 1, 2011, relating to the Notes generally, and references to the “accompanying prospectus” mean the UBS prospectus titled, “Debt Securities and Warrants”, dated January 13, 2009.

This amended and restated pricing supplement amends and restates and supersedes the pricing supplement related hereto date March 10, 2011 in its entirety.

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Final Terms

Issuer	UBS AG, London Branch
Issue Price per Note	Equal to 100% of the principal amount per Note.
Principal Amount per Note	$1,000
Term	3 months.
Underlying Stock	The common stock of NVIDIA Corporation.
Coupon Payments	Coupon paid in arrears in three installments based on the coupon rate, regardless of the performance of the underlying stock. The coupon rate is 14.62%
per annum. Coupon payments are determined on a 30/360 calendar day convention.
Total Coupon Payable	The total coupon payable is 3.655%.
Trigger Price	$11.29, which is 63.00% of the initial price of the underlying stock. The trigger price is subject to adjustments in the case of certain corporate
events, as described in the Trigger Yield Optimization Notes product supplement.
Share Delivery Amount (per Note)	A number of shares of the underlying stock equal to (i) the principal amount per Note divided by (ii) the initial price of the underlying stock. The
share delivery amount is subject to adjustments in the case of certain corporate events, as described in the Trigger Yield Optimization Notes product supplement.
Payment at Maturity (per Note)	If the final price of the underlying stock is not below the trigger price, at maturity we will pay you an
amount in cash equal to your principal amount. If the final price of the underlying
stock is below the trigger price, at maturity we will deliver to you the share delivery amount (and, if applicable, cash in lieu of fractional shares) for each Note you own. ( 1 )
Closing Price	On any trading day, the last reported sale price of the underlying stock on the principal national securities exchange on which it is listed for
trading, as determined by the calculation agent.
Initial Price	$17.92, which is the closing price of the underlying stock on the trade date.
Final Price	The closing price of the underlying stock on the final valuation
date.

Investment Timeline

INVESTING IN THE NOTES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE SOME OR ALL OF YOUR PRINCIPAL AMOUNT. YOU MAY RECEIVE SHARES AT MATURITY THAT ARE WORTH LESS THAN YOUR PRINCIPAL AMOUNT OR MAY HAVE NO VALUE AT ALL. ANY PAYMENT ON THE NOTES, INCLUDING ANY REPAYMENT OF PRINCIPAL, IS SUBJECT TO THE CREDITWORTHINESS OF UBS. IF UBS WERE TO DEFAULT ON ITS PAYMENT OBLIGATIONS, YOU MAY NOT RECEIVE ANY AMOUNTS OWED TO YOU UNDER THE NOTES AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

(1) If you receive the share delivery amount at maturity, we will pay cash in lieu of delivering any fractional shares of the underlying stock in an amount equal to that fraction multiplied by the final price of the underlying stock.

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Investor Suitability

The Notes may be suitable for you if:

¨ You fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment.

¨ You can tolerate a loss of all or a substantial portion of your investment and are willing to make an investment that may have the same downside market risk as an investment in the underlying stock.

¨ You believe the final price of the underlying stock is not likely to be below the trigger price and, if it is, you can tolerate receiving shares of the underlying stock at maturity worth less than your principal amount or that may have no value at all.

¨ You understand and accept that you will not participate in any appreciation in the price of the underlying stock and that your return at maturity is limited to the coupons paid on the Notes.

¨ You can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside price fluctuations of the underlying stock.

¨ You are willing to invest in the Notes based on the stated coupon rate per annum indicated on the cover hereof.

¨ You are willing and able to hold the Notes to maturity, a term of 3 months, and accept that there may be little or no secondary market for the Notes.

¨ You are willing to assume the credit risk of UBS for all payments under the Notes, and understand that if UBS defaults on its obligations you may not receive any amounts due to you including any repayment of principal.

The Notes may not be suitable for you if:

¨ You do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire initial investment.

¨ You require an investment designed to provide a full return of principal at maturity.

¨ You are not willing to make an investment that may have the same downside market risk as an investment in the underlying stock.

¨ You believe the final price of the underlying stock is likely to be below the trigger price, which could result in a total loss of your initial investment.

¨ You cannot tolerate receiving shares of the underlying stock at maturity worth less than your principal amount or that may have no value at all.

¨ You seek an investment that participates in the full appreciation in the price of the underlying stock or that has unlimited return potential.

¨ You cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside price fluctuations of the underlying stock.

¨ You are unwilling to invest in the Notes based on the stated coupon rate per annum indicated on the cover hereof.

¨ You are unable or unwilling to hold the Notes to maturity, a term of 3 months, and seek an investment for which there will be an active secondary market.

¨ You are not willing to assume the credit risk of UBS for all payments under the Notes, including any repayment of principal.

The suitability considerations identified above are not exhaustive. Whether or not the Notes are a suitable investment for you will depend on your individual circumstances and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the Notes in light of your particular circumstances. You should also review carefully the “Key Risks” beginning on page 6 of this pricing supplement for risks related to an investment in the Notes.

Coupon Payment Dates

Coupons will be paid in arrears in three installments on the coupon payment dates listed below:

April 15, 2011

May 16, 2011

June 15, 2011

Any payment required to be made on any coupon payment date that is not a business day will be made on the next succeeding business day, unless that day falls in the next calendar month, in which case it will be made on the first preceding business day, with the same effect as if paid on the original due date.

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What are the Tax Consequences of the Notes?

The United States federal income tax consequences of your investment in the Notes are uncertain. Some of these tax consequences are summarized below, but we urge you to read the more detailed discussion in “Supplemental U.S. Tax Considerations” beginning on page PS-44 of the Trigger Yield Optimization Notes product supplement. The following discussion supplements the discussion in “Supplemental U.S. Tax Considerations” beginning on page PS-44 of the Trigger Yield Optimization Notes product supplement.

The United States federal income tax consequences of your investment in the Notes are complex and uncertain. By purchasing a Note, you and UBS hereby agree (in the absence of an administrative determination or judicial ruling to the contrary) to characterize a Note for all tax purposes as an investment unit consisting of a non-contingent short-term debt instrument and a put option contract in respect of the underlying stock. The terms of the Notes require (in the absence of an administrative determination or judicial ruling to the contrary) that you treat your Notes for U.S. federal income tax purposes as consisting of two components:

Debt component — Amounts treated as interest on the debt component would be subject to the general rules governing interest payments on short-term notes and would be required to be accrued by accrual-basis taxpayers (and cash-basis taxpayers who elect to accrue interest currently) on either the straight-line method, or, if elected, the constant yield method, compounded daily. Cash-basis taxpayers would include interest into income upon receipt of such interest.

Put option component — The put option component would generally not be taxed until sale or maturity. At maturity, the put option component either would be taxed as a short-term capital gain if the principal amount is repaid in cash or would reduce the basis of any underlying stock if you receive (or are deemed to receive if the cash equivalent is paid) the underlying stock.

With respect to coupon payments you receive, you agree to treat such payments as consisting of interest on the debt component and a payment with respect to the put option as follows:

Underlying Stock	Coupon Rate	Interest on Debt Component	Put Option Component
Common stock of NVIDIA Corporation	14.62% per annum	0.35% per annum	14.27% per annum

In the opinion of our counsel, Cadwalader, Wickersham & Taft LLP, it would be reasonable to treat your Notes as described above. However, in light of the uncertainty as to the United States federal income tax treatment, it is possible that your Notes could be treated as a single contingent short-term debt instrument, or pursuant to some other characterization, such that the timing and character of your income from the Notes could differ materially from the treatment described above. Because of this uncertainty, we urge you to consult your tax advisor as to the tax consequences of your investment in the Notes. Please read the discussion in “Supplemental U.S. Tax Considerations” on page PS-44 of the Trigger Yield Optimization Notes product supplement for a more detailed description of the tax treatment of your Notes.

In 2007, the Internal Revenue Service released a Notice that may affect the taxation of holders of the Notes. According to the Notice, the Internal Revenue Service and the Treasury Department are actively considering the appropriate tax treatment of holders of certain types of structured notes. Legislation has also been proposed in Congress that would require the holders of certain prepaid forward contracts to accrue income during the term of the transaction. It is not clear whether the Notice applies to instruments such as the Notes. Furthermore, it is not possible to determine what guidance or legislation will ultimately result, if any, and whether such guidance or legislation will affect the tax treatment of the Notes. Except to the extent otherwise required by law, UBS intends to treat your Notes for United States federal income tax purposes in accordance with the treatment described above and under “Supplemental U.S. Tax Considerations” beginning on page PS-44 of the Trigger Yield Optimization Notes product supplement unless and until such time as some other treatment is more appropriate.

Specified Foreign Financial Assets — Under recently enacted legislation, individuals that own “specified foreign financial assets” may be required to file information with respect to such assets with their tax returns, especially if such individuals hold such assets outside the custody of a U.S. financial institution. You are urged to consult your tax advisor as to the application of this legislation to your ownership of the Notes.

For a more complete discussion of the United States federal income tax consequences of your investment in the Notes, including the consequences of a sale or exchange of the Notes, please see the discussion under “Supplemental U.S. Tax Considerations” beginning on page PS-44 of the Trigger Yield Optimization Notes product supplement and consult your tax advisor.

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Key Risks

An investment in the Notes involves significant risks. Some of the risks that apply to the Notes are summarized here, but we urge you to read the more detailed explanation of risks relating to the Notes generally in the “Risk Factors” section of the Trigger Yield Optimization Notes product supplement. We also urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.

¨ Risk of loss at maturity — The Notes differ from ordinary debt securities in that the issuer will not necessarily pay the full principal amount of the Notes at maturity. UBS will only pay you the principal amount of your Notes in cash if the final price of the underlying stock is greater than or equal to the trigger price and only at maturity. If the final price of the underlying stock is below the trigger price, UBS will deliver to you the share delivery amount at maturity for each Note that you own instead of the principal amount in cash. If you receive shares of the underlying stock at maturity, the value of the shares you receive are expected to be significantly less than the principal amount of the Notes and may have no value at all.

¨ Higher coupon rates are generally associated with a greater risk of loss — Greater expected volatility with respect to the Note’s underlying stock reflects a higher expectation as of the trade date that the price of the underlying stock could close below its trigger price on the final valuation date of the Note. This greater expected risk will generally be reflected in a higher coupon payable on that Note. However, while the coupon rate is set when the trade is placed at the end of the trade date, the underlying stock’s volatility can change significantly over the term of the Notes. The price of the underlying stock for your Note could fall sharply, which could result in a significant loss of principal.

¨ The contingent repayment of principal applies only at maturity — You should be willing to hold your Notes to maturity. If you are able to sell your Notes prior to maturity in the secondary market, you may have to sell them at a loss relative to your initial investment even if the stock price is above the trigger price.

¨ Your return on the Notes is expected to be limited to the coupons paid on the Notes — If the closing price of the underlying stock on the final valuation date is greater than or equal to the trigger price, UBS will pay you the principal amount of your Notes in cash at maturity and you will not participate in any appreciation in the price of the underlying stock even though you risked being subject to the decline in the price of the underlying stock. If the closing price of the underlying stock on the final valuation date is less than the trigger price, UBS will deliver to you shares of the underlying stock at maturity which will be worth less than the trigger price as of the final valuation date and are unlikely to be worth more than the principal amount as of the maturity date. Therefore, your return on the Notes as of the maturity date is expected to be limited to the coupons paid on the Notes and may be less than your return would be on a direct investment in the underlying stock.

¨ Single stock risk — The price of the underlying stock can rise or fall sharply due to factors specific to that underlying stock and its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general stock market volatility and levels, interest rates and economic and political conditions. You, as an investor in the Notes, should make your own investigation into the underlying stock issuer and the underlying stock for your Notes. We urge you to review financial and other information filed periodically by the underlying stock issuer with the SEC.

¨ Owning the Notes is not the same as owning the underlying stock — The return on your Notes may not reflect the return you would realize if you actually owned the underlying stock. For instance, you will not receive or be entitled to receive any dividend payments or other distributions on the underlying stock over the term of your Notes. Furthermore, the underlying stock may appreciate substantially during the term of your Notes and you will not participate in such appreciation.

¨ Credit risk of UBS — The Notes are unsubordinated, unsecured debt obligations of the issuer, UBS, and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Notes, including any repayment of principal, depends on the ability of UBS to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of UBS may affect the market value of the Notes and, in the event UBS were to default on its obligations, you may not receive any amounts owed to you under the terms of the Notes and you could lose your entire investment.

¨ No assurance that the investment view implicit in the Notes will be successful — It is impossible to predict whether and the extent to which the price of the underlying stock will rise or fall. There can be no assurance that the underlying stock price will not rise by more than the coupons paid on the Notes or will not close below the trigger price on the final valuation date. The price of the underlying stock will be influenced by complex and interrelated political, economic, financial and other factors that affect the issuer of the underlying stock. You should be willing to accept the risks of owning equities in general and the underlying stock in particular, and the risk of losing some or all of your initial investment.

¨ The calculation agent can make adjustments that affect the payment to you at maturity — The calculation agent will adjust the amount payable at maturity by adjusting the trigger price and the number of shares of the underlying stock that may be delivered for certain corporate events affecting the underlying stock, such as stock splits and stock dividends, and certain other actions involving the underlying stock. However, the calculation agent is not required to make an adjustment for every corporate event that can affect the underlying stock. If an event occurs that does not require the calculation agent to adjust the trigger price and the number of shares of underlying stock that may be delivered at maturity, the market value of your Notes and the payment at maturity may be materially and adversely affected. Following certain corporate events relating to the issuer of the underlying stock where the issuer is not the surviving entity, the amount of cash or stock you receive at maturity may be based on the common stock of a successor to the underlying stock issuer in combination with any cash or any other assets distributed to holders of the underlying stock in such corporate event. If the issuer

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of the underlying stock becomes subject to (i) a reorganization event whereby the underlying stock is exchanged solely for cash or (ii) a merger or combination with UBS or any of its affiliates, the amount you receive at maturity may be based on the common stock issued by another company. The occurrence of these corporate events and the consequent adjustments may materially and adversely affect the value of the Notes. For more information, see the section “General Terms of the Notes — Antidilution Adjustments” beginning on page PS-31 of the Trigger Yield Optimization Notes product supplement. Regardless of the occurrence of one or more dilution or reorganization events, you should note that at maturity the issuer will pay you an amount in cash equal to your principal amount, unless the final price of the underlying stock is below the trigger price (as such trigger price may be adjusted by the calculation agent upon occurrence of one or more such events). Regardless of any of the events discussed above, any payment on the Notes is subject to the creditworthiness of UBS.

¨ There may be little or no secondary market for the Notes — No offering of the Notes will be listed or displayed on any securities exchange or any electronic communications network. A secondary trading market for the Notes may not develop. UBS Securities LLC and other affiliates of UBS may make a market in the Notes, although they are not required to do so and may stop making a market at any time. The price, if any, at which you may be able to sell your Notes prior to maturity could be at a substantial discount from the initial price to public and to its intrinsic economic value; and as a result, you may suffer substantial losses.

¨ Price of Notes prior to maturity — The market price of your Notes will be influenced by many unpredictable and interrelated factors, including the market price of the underlying stock and the expected price volatility of the underlying stock, the dividend rate on the underlying stock, the time remaining to the maturity of your Notes, interest rates, geopolitical conditions, economic, financial and political, regulatory or judicial events.

¨ Impact of fees on the secondary market price of Notes — Generally, the market price of the Notes after issuance is expected to be lower than the issue price to public of the Notes, since the issue price included, and the secondary market prices are likely to exclude, commissions, hedging costs or other compensation paid with respect to the Notes.

¨ Potential UBS impact on the market price of the underlying stock — Trading or transactions by UBS or its affiliates in the underlying stock and/or over-the-counter options, futures or other instruments with returns linked to the performance of the underlying stock may adversely affect the market price of the underlying stock and, therefore, the market value of your Notes.

¨ Potential conflict of interest — UBS and its affiliates may engage in business with the issuer of the underlying stock, which may present a conflict between the obligations of UBS and you, as a holder of the Notes. The calculation agent, an affiliate of UBS, will determine whether the final price is below the trigger price and accordingly the payment at maturity on your Notes. The calculation agent may postpone the determination of the final price and the maturity date if a market disruption event occurs and is continuing on the final valuation date.

¨ Potentially inconsistent research, opinions or recommendations by UBS — UBS and its affiliates publish research from time to time on financial markets and other matters that may influence the value of the Notes, or express opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any research, opinions or recommendations expressed by UBS or its affiliates may not be consistent with each other and may be modified from time to time without notice. Investors should make their own independent investigation of the merits of investing in the Notes and the underlying stock to which the Notes are linked.

¨ Dealer incentives — UBS and its affiliates act in various capacities with respect to the Notes. We and our affiliates may act as a principal, agent or dealer in connection with the sale of the Notes. Such affiliates, including the sales representatives, will derive compensation from the distribution of the Notes and such compensation may serve as an incentive to sell these Notes instead of other investments. We will pay total underwriting compensation of 0.7% per Note to any of our affiliates acting as agents or dealers in connection with the distribution of the Notes.

¨ Uncertain tax treatment — Significant aspects of the tax treatment of the Notes are uncertain. You should read carefully the section above entitled “What Are the Tax Consequences of the Notes?”‘ and the section entitled “Supplemental U.S. Tax Considerations” beginning on page PS-44 of the Trigger Yield Optimization Notes product supplement and consult your tax advisor about your tax situation.

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Hypothetical Examples and Return Table

Assumptions

The following examples and return table illustrate the payment at maturity on a hypothetical offering of the Notes assuming the following*:

Term:	3 months
Principal amount:	$1,000 per Note
Coupon rate**:	14.62% per annum (or $12.1833 per monthly period)
Total coupon payable**:	3.655% (or $36.55 per Note)
Initial price of the underlying stock:	$100.00 per share
Trigger price:	$63.00 (63% of the initial price)
Share delivery amount:	10 shares of the underlying stock per Note (principal amount per Note/initial price)
Dividend yield on the underlying stock***:	1%

• Amounts here have been rounded for ease of analysis. The actual terms for the Notes are specified on the first page of this pricing supplement.

** Coupon payment will be paid in arrears in three installments during the term of the Notes on an unadjusted basis.

*** Hypothetical dividend yield holders of the underlying stock might receive over the term of the Notes. The assumed dividend yield represents a hypothetical dividend return and is not a full annualized yield. The actual dividend yield for any underlying stock may vary from the assumed dividend yield used for purposes of the following examples. Regardless, investors in the Notes will not receive any dividends paid on the underlying stock.

Hypothetical Examples

Scenario #1: The final price of the underlying stock is not below the trigger price of $63.00.

Since the final price of the underlying stock is not below the trigger price of $63.00, the issuer will pay you at maturity a cash payment equal to the principal amount of your Notes. This investment would outperform an investment in the underlying stock if the price appreciation of the underlying stock (plus dividends, if any) over the term of the Notes is less than 3.655%.

If the closing price of the underlying stock on the final valuation date is $100.00 (no change in the price of the underlying stock):

Payment at Maturity:	$
Coupons:	$ 36.55	($12.1833 x 3 = $36.55)
Total:	$ 1,036.55
Total Return on the Notes:	3.655 %

In this example, the total return on the Notes is 3.655% while the total return on the underlying stock is 1% (including dividends).

If the closing price of the underlying stock on the final valuation date is $130.00 (an increase of 30%):

Payment at Maturity:	$
Coupons:	$ 36.55	($12.1833 x 3 = $36.55)
Total:	$ 1,036.55
Total Return on the Notes:	3.655 %

In this example, the total return on the Notes is 3.655% while the total return on the underlying stock is 31% (including dividends).

If the closing price of the underlying stock on the final valuation date is $85.00 (a decline of 15%):

Payment at Maturity:	$
Coupons:	$ 36.55	($12.1833 x 3 = $36.55)
Total:	$ 1,036.55
Total Return on the Notes:	3.655 %

In this example, the total return on the Notes is 3.655% while the total return on the underlying stock is a loss of 14% (including dividends).

Scenario #2: The final price of the underlying stock is below the trigger price of $63.00.

Since the final price of the underlying stock is below the trigger price of $63.00, the issuer will deliver to you at maturity the share delivery amount for every Note you hold. The value received at maturity and the total return on the Notes at that time depends on the market price of the underlying stock on the maturity date.

If the closing price of the underlying stock on the maturity date is $45.00 (a decline of 55%):

Value of shares received per Note	$	($45.00 x 10 = $450.00)
Coupons:	$ 36.55	($12.1833 x 3 = $36.55)
Total:	$ 486.55
Total Return on the Notes:	-51.35 %

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In this example, the total return on the Notes is a loss of 51.35% while the total return on the underlying stock is a loss of 54% (including dividends).

If the closing price of the underlying stock on the maturity date is $60.00 (a decline of 40%):

Value of shares received per Note	$	($60.00 x 10 = $600.00)
Coupons:	$ 36.55	($12.1855 x 3 = $36.55)
Total:	$ 636.55
Total Return on the Notes:	-36.35 %

In this example, the total return on the Notes is a loss of 36.35% while the total return on the underlying stock is a loss of 39% (including dividends).

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Hypothetical Return Table

| Underlying
Stock — Hypothetical Final Price (3) | Stock Price Return (4) | Total Return on the Underlying Stock at Maturity (5 ) | The
Hypothetical Final Price is Greater Than or Equal to the Hypothetical Trigger Price (1) — Total Payment at Maturity
+ Coupon Payments (6) | Total Return on the Notes
at Maturity (7) | The Hypothetical
Final Price is Less Than the Hypothetical Trigger Price (2) — Total Payment at Maturity
+ Coupon Payments (8) | Total Return
at Maturity (7)(9) |
| --- | --- | --- | --- | --- | --- | --- |
| $150.00 | 50.00% | 51.00% | $1,036.55 | 3.655% | n/a | n/a |
| $145.00 | 45.00% | 46.00% | $1,036.55 | 3.655% | n/a | n/a |
| $140.00 | 40.00% | 41.00% | $1,036.55 | 3.655% | n/a | n/a |
| $135.00 | 35.00% | 36.00% | $1,036.55 | 3.655% | n/a | n/a |
| $130.00 | 30.00% | 31.00% | $1,036.55 | 3.655% | n/a | n/a |
| $125.00 | 25.00% | 26.00% | $1,036.55 | 3.655% | n/a | n/a |
| $120.00 | 20.00% | 21.00% | $1,036.55 | 3.655% | n/a | n/a |
| $115.00 | 15.00% | 16.00% | $1,036.55 | 3.655% | n/a | n/a |
| $110.00 | 10.00% | 11.00% | $1,036.55 | 3.655% | n/a | n/a |
| $105.00 | 5.00% | 6.00% | $1,036.55 | 3.655% | n/a | n/a |
| $100.00 | 0.00% | 1.00% | $1,036.55 | 3.655% | n/a | n/a |
| $95.00 | -5.00% | -4.00% | $1,036.55 | 3.655% | n/a | n/a |
| $90.00 | -10.00% | -9.00% | $1,036.55 | 3.655% | n/a | n/a |
| $85.00 | -15.00% | -14.00% | $1,036.55 | 3.655% | n/a | n/a |
| $80.00 | -20.00% | -19.00% | $1,036.55 | 3.655% | n/a | n/a |
| $75.00 | -25.00% | -24.00% | $1,036.55 | 3.655% | n/a | n/a |
| $70.00 | -30.00% | -29.00% | $1,036.55 | 3.655% | n/a | n/a |
| $65.00 | -35.00% | -34.00% | $1,036.55 | 3.655% | n/a | n/a |
| $60.00 | -40.00% | -39.00% | n/a | n/a | $636.55 | -36.35% |
| $55.00 | -45.00% | -44.00% | n/a | n/a | $586.55 | -41.35% |
| $50.00 | -50.00% | -49.00% | n/a | n/a | $536.55 | -46.35% |
| $45.00 | -55.00% | -54.00% | n/a | n/a | $486.55 | -51.35% |
| $40.00 | -60.00% | -59.00% | n/a | n/a | $436.55 | -56.35% |
| $35.00 | -65.00% | -64.00% | n/a | n/a | $386.55 | -61.35% |
| $30.00 | -70.00% | -69.00% | n/a | n/a | $336.55 | -66.35% |

(1) A trigger event does not occur if the hypothetical Final Price of the underlying stock is not below the hypothetical Trigger Price.

(2) A trigger event occurs if the hypothetical Final Price of the underlying stock is less than the hypothetical Trigger Price.

(3) If the hypothetical Final Price of the underlying stock is not below the hypothetical Trigger Price, this number represents the Final Price. If the hypothetical Final Price of the underlying stock is below the hypothetical Trigger Price, this number represents the Final Price as of the Final Valuation Date and the Closing Price as of the Maturity Date.

(4) The hypothetical Stock Price return range is provided for illustrative purposes only. The actual Stock Price return may be below -70% and you therefore may lose up to 100% of your principal amount.

(5) The Total Return on the underlying stock at maturity includes a hypothetical 1% cash dividend payment.

(6) Payment consists of the principal amount plus coupon payments of 14.62% per annum (equal to 3.655% over the term of the Notes).

(7) The Total Return on the Notes at maturity includes coupon payments of 14.62% per annum (equal to 3.655% over the term of the Notes).

(8) Payment consists of the share delivery amount plus coupon payments of 14.62% per annum (equal to 3.655% over the term of the Notes).

(9) If the hypothetical Final Price of the underlying stock is less than the hypothetical Trigger Price, the Total Return at maturity will only be positive in the event that the market price of the underlying stock on the Maturity Date is substantially greater than the hypothetical Final Price of such underlying stock. Such an increase in price is not likely to occur.

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Information about the Underlying Stock

All disclosures contained in this pricing supplement regarding the underlying stock are derived from publicly available information. Neither UBS nor any of its affiliates assumes any responsibilities for the adequacy or accuracy of information about the underlying stock contained in this pricing supplement. You should make your own investigation into the underlying stock.

Included on the following pages is a brief description of the issuer of the underlying stock. This information has been obtained from publicly available sources. Set forth below is a table that provides the quarterly high and low closing prices for the underlying stock. The information given below is for the four calendar quarters in each of 2007, 2008, 2009 and 2010. Partial data is provided for the first calendar quarter of 2011. We obtained the closing price information set forth below from the Bloomberg Professional ® service (“Bloomberg”) without independent verification. You should not take the historical prices of the underlying stock as an indication of future performance.

The underlying stock is registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Companies with securities registered under the Exchange Act are required to file financial and other information specified by the SEC periodically. Information filed by the issuer of the underlying stock with the SEC can be reviewed electronically through a website maintained by the SEC. The address of the SEC’s website is http://www.sec.gov. Information filed with the SEC by the issuer of the underlying stock under the Exchange Act can be located by reference to its SEC file number provided below. In addition, information filed with the SEC can be inspected and copied at the Public Reference Section of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material can also be obtained from the Public Reference Section, at prescribed rates.

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NVIDIA Corporation

According to publicly available information, NVIDIA Corporation (“NVIDIA”) is a provider of visual computing technologies and the inventor of the graphics processing unit (GPU). NVIDIA’s products are designed to generate graphics on workstations, personal computers, game consoles and mobile devices. NVIDIAserves the entertainment and consumer market with its GeForce graphics products, the professional design and visualization market with its Quadro graphics products, the computing market with its Tesla computing solutions products and the mobile computing market with its Tegra system-on-a-chip products. NVIDIA operates in four major product-line operating segments: the GPU business, the Professional Solutions business, the Media and Communications Processor business, and the Consumer Products business. NVIDIA’s GPU business is comprised primarily of its GeForce products that support desktop and notebook personal computers. NVIDIA’s Professional Solutions business is comprised of its NVIDIA Quadro professional workstation products and other professional graphics products. Its Media and Communications processor business is comprised primarily of its ION motherboard GPUs, or mGPU products. Its Consumer Products business is comprised of its Tegra mobile products that support tablets and smartbooks, smartphones, personal media players, internet television, automotive navigation and other similar devices. The Consumer Products business also includes license, royalty, other revenue and associated costs related to video game consoles and other digital consumer electronics devices. Information filed by NVIDIA with the SEC under the Exchange Act can be located by reference to its SEC file number: 000-23985, or its CIK Code: 0001045810. NVIDIA’s website is http://www.nvidia.com. NVIDIA’s common stock is listed on the NASDAQ Global Select Market under the ticker symbol “NVDA.”

Information from outside sources is not incorporated by reference in, and should not be considered part of, this pricing supplement or any accompanying prospectus. We make no representation or warranty as to the accuracy or completeness of the information contained in outside sources.

Historical Information

The following table sets forth the quarterly high and low closing prices for NVIDIA’s common stock, based on daily closing prices on the primary exchange for NVIDIA, as reported by Bloomberg. NVIDIA’s closing price on March 10, 2011, 2011 was $17.92. Past performance of the underlying stock is not indicative of the future performance of the underlying stock.

Quarter Begin	Quarter End	Quarterly High	Quarterly Low	Quarterly Close
1/3/2007	3/30/2007	$24.05	$18.90	$19.19
4/2/2007	6/29/2007	$29.08	$19.05	$27.54
7/2/2007	9/28/2007	$36.78	$28.36	$36.24
10/1/2007	12/31/2007	$39.54	$29.52	$34.02
1/2/2008	3/31/2008	$33.01	$17.66	$19.79
4/1/2008	6/30/2008	$24.85	$17.91	$18.72
7/1/2008	9/30/2008	$18.75	$ 9.29	$10.71
10/1/2008	12/31/2008	$10.41	$ 5.90	$ 8.07
1/2/2009	3/31/2009	$10.56	$ 7.21	$ 9.86
4/1/2009	6/30/2009	$12.30	$ 8.40	$11.29
7/1/2009	9/30/2009	$16.47	$10.09	$15.03
10/1/2009	12/31/2009	$18.68	$11.96	$18.68
1/4/2010	3/31/2010	$18.88	$15.39	$17.38
4/1/2010	6/30/2010	$18.01	$10.21	$10.21
7/1/2010	9/30/2010	$12.28	$ 8.88	$11.68
10/1/2010	12/31/2010	$15.40	$10.70	$15.40
1/3/2011*	3/10/2011*	$25.69	$15.77	$17.92

• As of the date of this pricing supplement, available information for the first calendar quarter of 2011 includes data for the period from January 3, 2011 through March 10, 2011. Accordingly, the “Quarterly High,” “Quarterly Low” and “Quarterly Close” data indicated are for this shortened period only and do not reflect complete data for the first calendar quarter of 2011.

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The graph below illustrates the performance of NVIDIA’s common stock from March 10, 2001 through March 10, 2011, based on information from Bloomberg. The dotted line represents the trigger price of $11.29, which is equal to 63% of the closing price on March 10, 2011. Past performance of the underlying stock is not indicative of the future performance of the underlying stock.

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Supplemental Plan of Distribution (Conflicts of Interest)

We have agreed to sell to UBS Financial Services Inc. and certain of its affiliates, together the “Agents,” and the Agents have agreed to purchase, all of the Notes at the issue price less the underwriting discount indicated on the cover of this pricing supplement, the document filed pursuant to Rule 424(b) containing the final pricing terms of the Notes.

We or one of our affiliates may enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the Notes; and UBS or its affiliates may earn additional income as a result of payments pursuant to the swap or related hedge transactions.

Conflicts of Interest — Each of UBS Securities LLC and UBS Financial Services Inc. is an affiliate of UBS and, as such, has a “conflict of interest” in this offering within the meaning of FINRA Rule 5121. In addition, UBS will receive the net proceeds (excluding the underwriting discount) from the initial public offering of the Notes and, thus creates an additional conflict of interest within the meaning of FINRA Rule 5121. Consequently, the offering is being conducted in compliance with the provisions of Rule 5121. Neither UBS Securities LLC nor UBS Financial Services Inc. is permitted to sell Notes in the offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.

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