CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered	Maximum Aggregate Offering Price	Amount of Registration Fee(1)
Medium-Term Notes, Series A	$14,597,162.60	$814.52

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

Pricing Supplement dated August 27, 2009 (To the Prospectus dated February 10, 2009 and the Prospectus Supplement dated February 10, 2009) Filed Pursuant to Rule 424(b)(2) Registration Statement No. 333-145845

Yield Optimization Notes with Contingent Protection

Enhanced Income Strategies for Equity Investors

Barclays Bank PLC $11,665,117.80 Notes linked to the common stock of Freeport-McMoRan Copper & Gold Inc. due February 26, 2010

Barclays Bank PLC $2,932,044.80 Notes linked to the common stock of Apache Corporation due February 26, 2010

Investment Description

Yield Optimization Notes with Contingent Protection (the “Notes”) are notes issued by Barclays Bank PLC (the “Issuer”) linked to the performance of the common stock of a specific company (the “underlying stock”). The Notes pay a coupon and provide either a return of principal or shares of the underlying stock at maturity. The coupon is designed to compensate you for the risk that you may receive a share of the underlying stock at maturity for each Note held that is worth less than your principal. At maturity, you will receive one share of the underlying stock (subject to adjustments in the case of certain events described in the accompanying prospectus supplement under “Reference Assets—Equity Securities—Share Adjustments Relating to Securities with an Equity Security as the Reference Asset”) for each of your Notes if the closing price of the underlying stock on the final valuation date (the “Final Price”) is below the specified trigger price (the “Trigger Price”). Otherwise, you will receive your principal in cash. We will make coupon payments during the term of the Notes regardless of the performance of the underlying stock. Investing in the Notes involves significant risks. You may lose some or all of your principal. The contingent protection feature applies only if you hold the securities until maturity. Any payment on the Notes, including any contingent protection feature, is subject to the creditworthiness of the Issuer.

Features

q Income: Regardless of the performance of the underlying stock, the Notes will pay you coupons designed to compensate you for the possibility that you could lose some or all of your principal.

q Tactical Investment Opportunity: If you believe the underlying stock will trend sideways over the term of the Notes — neither moving positively by more than the coupon paid on the Notes or negatively by more than the amount of contingent protection — the Notes may provide improved performance compared to a direct investment in the underlying stock.

q Contingent Protection Feature: If you hold the Notes to maturity and the underlying stock does not close below the trigger price on the final valuation date, you will receive 100% of your principal, subject to the creditworthiness of Barclays Bank PLC, and you will not participate in any appreciation of the underlying stock. If you hold the Notes to maturity and the underlying stock closes below the trigger price on the final valuation date, you will receive one share of the underlying stock for each of your Notes, which may be worth less than your principal and may have no value at all.

Key Dates

Trade Date1	August 27, 2009
Settlement Date1	August 31, 2009
Final Valuation Date2	February 22, 2010
Maturity Date2	February 26, 2010

¹ We expect to deliver each offering of the Notes against payment on or about the second business day following the trade date. Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise.

² Subject to postponement in the event of a market disruption event as described under “Reference Assets—Equity Securities—Market Disruption Events Relating to Securities with an Equity Security as the Reference Asset” in the prospectus supplement.

Note Offerings

These terms relate to two separate Notes we are offering. Each of the two Notes is linked to the common stock of a different company, and each of the two Notes has a different coupon rate, initial price and trigger price. Each of the Notes will be offered at a minimum investment of the Initial Price of the respective underlying stock as described in the chart below. The performance of each Note will not depend on the performance of any other Note.

Underlying	Coupon per Annuml	Initial Price	Trigger Price	CUSIP	ISIN
Common stock of Freeport-McMoRan Copper & Gold Inc.	11.70%	$64.26	$38.56 (60% of Initial Price)	06740H864	US06740H8640
Common stock of Apache Corporation	9.80%	$86.44	$64.83 (75% of Initial Price)	06740H856	US06740H8566

¹ Paid quarterly in arrears in two installments.

See “Additional Information about Barclays Bank PLC and the Notes” on page PS-2 of this pricing supplement. The Notes will have the terms specified in the prospectus dated February 10, 2009, the prospectus supplement dated February 10, 2009 and this pricing supplement. See “Key Risks” on page PS-6 of this pricing supplement and “Risk Factors” beginning on page S-5 of prospectus supplement for risks related to investing in the Notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this pricing supplement is truthful or complete. Any representation to the contrary is a criminal offense.

We may use this pricing supplement in the initial sale of Securities. In addition, Barclays Capital Inc. or any other of our affiliates may use this pricing supplement in market resale transactions in any Securities after the initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement is being used in a market resale transaction.

The Notes constitute Barclays Bank PLC’s direct, unconditional, unsecured and unsubordinated obligations and are not deposit liabilities and are not insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction.

Offering of Notes	Price to Public		Underwriting Discount		Proceeds to Barclays Bank PLC
	Total	Per Security	Total	Per Security	Total	Per Security
Freeport-McMoRan Copper & Gold Inc.	$11,665,117.80	100%	$116,651.18	1.00%	$11,548,466.62	99.00%
Apache Corporation	$2,932,044.80	100%	$29,320.45	1.00%	$2,902,724.35	99.00%

UBS Financial Services Inc. Barclays Capital Inc.

Additional Information about Barclays Bank PLC and the Notes

You should read this pricing supplement together with the prospectus dated February 10, 2009, as supplemented by the prospectus supplement dated February 10, 2009 relating to our Medium-Term Securities, Series A, of which these Notes are a part. This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth in “Risk Factors” in the prospectus supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):

^¨ Prospectus dated February  10, 2009:

http://idea.sec.gov/Archives/edgar/data/312070/000119312509023285/dposasr.htm

^¨ Prospectus supplement dated February  10, 2009:

http://idea.sec.gov/Archives/edgar/data/312070/000119312509023309/d424b3.htm

Our SEC file number is 1-10257. References to “Barclays,” Barclays Bank PLC,” “we,” “our” and “us” refer only to Barclays Bank PLC and not to its consolidated subsidiaries. In this document, “Notes” refers to the two different series of Yield Optimization Securities with Contingent Protection that are offered hereby, unless the context otherwise requires.

Investor Suitability

The Notes may be suitable for you if:

^¨ You have a moderate to high risk tolerance.

^¨ You are willing to receive shares of the underlying stock at maturity that may be worth less than your principal or may have no value at all.

^¨ You believe the market price of the underlying stock is not likely to appreciate by more than the sum of the coupons paid on the Notes.

^¨ You believe the final price of the underlying stock is not likely to be below the trigger price on the final valuation date.

^¨ You are willing to make an investment that will be exposed to the same downside price risk as an investment in the underlying stock.

^¨ You are willing to accept the risk of fluctuations in the market price of the underlying stock.

^¨ You are willing to hold the Notes to maturity and accept that there may be little or no secondary market for the Notes.

^¨ You are comfortable with the creditworthiness of Barclays Bank PLC, as Issuer of the Notes.

The Notes may not be suitable for you if:

^¨ You seek an investment that is 100% principal protected.

^¨ You are not willing to receive shares of the underlying stock at maturity.

^¨ You believe the market price of the underlying stock is likely to appreciate by more than the sum of the coupons paid on the Notes by the final valuation date.

^¨ You believe the final price of the underlying stock is likely to be below the trigger price on the final valuation date and will not be above the initial price on the maturity date.

^¨ You are not willing to accept the risks of owning equities in general and the underlying stock in particular.

^¨ You prefer lower risk and, therefore, accept the potentially lower returns of fixed income investments with comparable maturities and credit ratings that bear interest at a prevailing market rate.

^¨ You are unwilling or unable to hold the Notes to maturity.

^¨ You are not willing or are unable to assume the credit risk associated with Barclays Bank PLC, as Issuer of the Notes.

^¨ You seek an investment for which there will be an active secondary market.

PS-2

Common Terms for Each Offering of the Notes¹

Issuer:	Barclays Bank PLC (Rated: AA-/Aa3)2
Principal Amount per Note:	Equal to the initial price (as defined below) of the underlying stock.
Term3:	6 months
Coupon Payment:	Coupon paid quarterly in arrears on an unadjusted basis, regardless of the performance of the underlying stock. The coupon per annum for Notes linked to the common stock of Freeport-McMoRan Copper & Gold Inc. and Notes linked to the common stock of Apache Corporation are 11.70% and 9.80%, respectively.
Coupon Payment Dates:	November 30, 2009 and February 26, 2010.
1st Installment:	For Notes linked to the common stock of Freeport-McMoRan Copper & Gold Inc.: 2.925% ($1.8796) For Notes linked to the common stock of Apache Corporation: 2.450% ($2.1178)
2nd Installment:	For Notes linked to the common stock of Freeport-McMoRan Copper & Gold Inc.: 2.925% ($1.8796) For Notes linked to the common stock of Apache Corporation: 2.450% ($2.1178)
Trigger Price4:	A percentage of the initial price of the underlying stock, as specified on the first page of this pricing supplement.
Payment at Maturity (per Note)	¨    If the final price of the underlying stock is not below the trigger price on the final valuation date, 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 on the final valuation date, at maturity we will deliver to you one share of the underlying stock for each Note you own. Each Note is not fully principal protected. The shares you may receive at maturity may be worth less than your principal and may have no value at all.
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:	For Notes linked to the common stock of Freeport-McMoRan Copper & Gold Inc.: $64.26 For Notes linked to the common stock of Apache Corporation: $86.44
Final Price:	The closing price of the underlying stock on the final valuation date.

Determining Payment at Maturity

You will receive shares of the underlying stock for each Note you own (subject to adjustments in the case of certain corporate events, as described in the accompanying prospectus supplement and this pricing supplement).

^¨ If the market price of the underlying stock on the maturity date is less than the initial price, the shares you receive at maturity will be worth less than the principal amount of your Notes.

^¨ If the market price of the underlying stock on the maturity date is greater than the initial price, the shares you receive at maturity will be worth more than the principal amount of your Notes.

Your Notes are not fully principal protected. The shares you may receive at maturity could be worth less than your principal or may have no value at all.

¹ Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.

² The Notes are expected to carry the same rating as the Medium-Term Notes Program, Series A (the “Program”) by Standard & Poor’s, a division of the McGraw-Hill Companies, Inc. (“S&P”). The Program is rated AA—by S&P. This rating does not take into account market risk or the performance-related risks of the investment (including, without limitation, the risks associated with the potential negative performance of any reference asset to which the Notes are linked). As announced in June 2009, Moody’s Investors Services (“Moody’s”) no longer issues public ratings of notes, such as the Notes, for which repayment of principal is dependent on the occurrence of a non-credit event. Due to this policy change, the Notes will not be rated by Moody’s; however, the other senior unsecured debt securities of Barclays Bank PLC unaffected by this policy change are rated Aa3 by Moody’s. These ratings are subject to downward revision, suspension or withdrawal at any time by the assigning rating organization and are not a recommendation to buy, sell or hold securities.

³ In the event that we make any change to the expected trade date and settlement date, the final valuation date and maturity date will be changed to ensure that the stated term of the Notes remains the same.

⁴ Contingent protection is provided by Barclays Bank PLC and therefore, is dependent on the ability of Barclays Bank PLC to satisfy its obligations when they come due.

PS-3

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 the “Certain U.S. Federal Income Tax Considerations” section on page S-110 of the accompanying prospectus supplement. The following discussion supplements the discussion in the “Certain U.S. Federal Income Tax Considerations” section on page S-110 of the accompanying prospectus supplement.

The United States federal income tax consequences of your investment in the Notes are complex and uncertain. By purchasing a Note, you and Barclays hereby agree (in the absence of an administrative determination or judicial ruling to the contrary) to characterize the Note for all tax purposes as an investment unit consisting of a non-contingent short-term debt instrument (the “Deposit”) and a put option contract (the “Put Option”) 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:

Deposit component—Amounts treated as interest on the Deposit would be subject to 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 (that do not elect to accrue interest currently) 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 is repaid in cash or would reduce the basis of any underlying equity if you receive (or are deemed to receive if the cash equivalent is paid) the underlying equity.

With respect to coupon payments you receive, you agree to treat such payments as consisting of interest on the Deposit and a payment with respect to the Put Option as follows:

Underlying Stocks	Coupon per Annum (to be determined on trade date)		Deposit Component per Annum		Put Option Component per Annum
Common stock of Freeport-McMoRan Copper & Gold Inc.	11.70	%	0.82	%	10.88	%
Common stock of Apache Corporation	9.80	%	0.82	%	8.98	%

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 the “Certain U.S. Federal Income Tax Considerations” section on page S-110 of the accompanying prospectus supplement for a more detailed description of the tax treatment of your Notes.

In addition, the Internal Revenue Service has recently 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, Barclays intends to treat your Notes for United States federal income tax purposes in accordance with the treatment described above and in the “Certain U.S. Federal Income Tax Considerations” section on page S-110 of the accompanying prospectus supplement unless and until such time as some other treatment is more appropriate.

For a more complete discussion of the United States federal income tax consequences of your investment in the Notes, please see the discussion in the “Certain U.S. Federal Income Tax Considerations” section on page S-110 of the accompanying prospectus supplement and consult your tax advisor.

Key Risks

An investment in any offering of the Notes involves significant risks. Some of the risks that apply to each offering of the Notes are summarized below, but we urge you to read the more detailed explanation of risks relating to the Notes generally in the “Risk Factors” section of the prospectus supplement. You should reach an investment decision only after you have carefully considered with your advisors the suitability of an investment in the Notes in light of your particular circumstances.

^¨ Risk of Loss of Contingent Protection—Your principal will be protected only if the final price of the underlying stock is not below the trigger price on the final valuation date and the Notes are held to maturity. If the final price of the underlying stock is below the trigger price on the final valuation date, the contingent protection feature will be eliminated and you will be fully exposed at maturity to any decline in the market price of the underlying stock. Greater expected volatility with respect to the Note’s underlying stock reflects a higher expectation as of the trade date that the underlying stock could close below the trigger price on the final valuation date of the Note. This greater expected risk will generally be reflected in a higher coupon payable on such Note. A stock’s volatility, however, can change significantly over the term of the Notes. The price of the underlying stock could fall sharply, which could result in a significant loss of principal.

^¨ The amount you receive on the Notes at maturity will exceed their stated principal amount only in limited circumstances—Even though you will be subject to the risk of a decline in the price of the underlying stock, you will generally not participate in any appreciation in the price of the underlying stock. Your return on the Notes at maturity will not exceed the coupon

PS-4

payable on the Notes except for the situation in which (1) the final price of the underlying stock is less than the trigger price on the final valuation date (and, therefore, you receive shares instead of cash at maturity) and (2) the market price of the underlying stock at maturity is greater than the initial price.

^¨ Single Stock Risk—The price of an 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.

^¨ Dealer Incentives—We, our affiliates and agents act in various capacities with respect to the Notes. We and other of our affiliates may act as a principal, agent or dealer in connection with 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 compensation of 1.00% per Note to the principals, agents and dealers in connection with the distribution of the Notes.

^¨ There may be little or no secondary market for the Notes—The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to offer to purchase the Notes in the secondary market but are not required to do so and may cease any such market making activities at any time. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes.

^¨ 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 unless the final price of the underlying stock is below the trigger price. Moreover, you will only participate in the appreciation in these circumstances if the market price of the underlying stock on the maturity date is greater than the initial price.

^¨ Credit of Issuer—The Notes are senior unsecured debt obligations of the Issuer, Barclays Bank PLC and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Notes, including any contingent protection provided at maturity, depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of Barclays Bank PLC may affect the market value of the Notes and, in the event Barclays Bank PLC were to default on its obligations, you may not receive the principal protection or any other amounts owed to you under the terms of the Notes.

^¨ Potential Conflicts—We and our affiliates play a variety of roles in connection with the issuance of the Notes, including acting as calculation agent and hedging our obligations under the Notes. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes.

^¨ Price 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 secondary market prices—Generally, the market price of the Notes in the secondary market is likely to be lower than the initial public offering price 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 Barclays Bank PLC impact on market price of underlying stock—Trading or transactions by Barclays Bank PLC 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 stocks and, therefore, the market value of the Notes.

^¨ Potentially inconsistent research, opinions or recommendations by Barclays Capital Inc., UBS Financial Services Inc. or their respective affiliates—Barclays Capital Inc., UBS Financial Services Inc. or their respective affiliates and agents may 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 Barclays Capital Inc., UBS Financial Services Inc. or their respective affiliates or agents may not be consistent with each other and may be modified from time to time without notice. You should make your own independent investigation of the merits of investing in the Notes and the underlying stock to which the Notes are linked.

^¨ Antidilution adjustments—For certain corporate events affecting the applicable underlying stock, the calculation agent may make adjustments to the share delivery amount and the trigger price applicable to such underlying stock. However, the calculation agent will not make such adjustments in response to all events that could affect the applicable underlying stock. If an event occurs that does not require the calculation agent to make such adjustments, the value of the Notes may be materially and adversely affected. In addition, all determinations and calculations concerning any such adjustments will be made in the sole discretion of the calculation agent, which will be binding on you absent manifest error. You should be aware that the calculation agent may make any such adjustment, determination or calculation in a manner that differs from that discussed in this pricing supplement, the prospectus supplement or the applicable pricing supplement as necessary to achieve an equitable result.

^¨ In some circumstances, the payment you receive on the Notes may be based on the common stock of another company and not the underlying stock—Following certain corporate events relating to the respective issuer of the underlying stock where such 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 respective underlying stock issuer or any cash or any other assets distributed to holders of the underlying stock in such corporate event. 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 “Reference Assets—Equity Securities—Share Adjustments Relating to

PS-5

Securities with an Equity Security as the Reference Asset” of the prospectus supplement. Regardless of the occurrence of one or more dilution or reorganization events, you should note that at maturity you will receive 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).

^¨ 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 “Certain U.S. Federal Income Tax Considerations” on page S-110 of the accompanying prospectus supplement and consult your tax advisor about your tax situation.

Hypothetical Examples

Hypothetical Examples — Note Returns at Maturity

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

Term:	6 months
Coupon per annum**:	11.00% (or $0.6875 per quarterly period)
Initial price of the underlying stock:	$25.00 per share
Trigger price:	$17.50 (70.00% of the initial price)
Principal amount:	$25.00 per Note (set equal to the initial price)
Dividend yield on the underlying stock***:	2.00%

* Actual coupon and terms for each Note are as described on the cover page of this pricing supplement.

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

*** Dividend yield assumed received by holders of the stock during the term of the Notes.

Scenario #1: The final price of the underlying stock is not below the trigger price of $17.50.

Since the final price of the underlying stock is not below the trigger price of $17.50, principal is protected and you will receive at maturity a cash payment equal to the principal amount of the Notes. This investment would outperform an investment in the stock if the price appreciation of the underlying stock (plus dividends, if any) is less than 5.50%.

If the closing price of the underlying stock on the final valuation date is $25.00 (no change in the price of the stock):

Payment at Maturity:	$	25.00
Coupon:	$	1.38		($0.6875×2 = $1.38)
Total	$	26.38
Total Return on the Notes:		5.50	%

In this example, the total return on the Notes is 5.50% while the total return on the underlying stock is 2.00% (including dividends).

If the closing price of the underlying stock on the final valuation date is $32.50 (an increase of 30%):

Payment at Maturity:	$	25.00
Coupon:	$	1.38		($0.6875 × 2 = $1.38)
Total	$	26.38
Total Return on the Notes:		5.50	%

In this example, the total return on the Notes is 5.50% while the total return on the underlying stock is 32.00% (including dividends).

If the closing price of the underlying stock on the final valuation date is $21.25 (a decline of 15%):

Payment at Maturity:	$	25.00
Coupon:	$	1.38		($0.6875 × 2 = $1.38)
Total	$	26.38
Total Return on the Notes:		5.50	%

In this example, the total return on the Notes is 5.50% while the total return on the underlying stock is a loss of 13% (including dividends).

Scenario #2: The final price of the underlying stock is below the trigger price of $17.50.

Since the final price of the underlying stock is below the trigger price of $17.50, you will receive at maturity one share of the underlying stock for every Note you hold. The value received at maturity and the total return on the Notes at that time depends on the closing price of the underlying stock on the maturity date.

If the closing price of the underlying stock on the maturity date is $11.25 (a decline of 55%):

Value of share received:	$	11.25
Coupon:	$	1.38		($0.6875 × 2 = $1.38)
Total	$	12.63
Total Return on the Notes:		-49.50	%

PS-6

In this example, the total return on the Notes is a loss of 49.50% while the total return on the underlying stock is a loss of 53% (including dividends).

If the closing price of the underlying stock on the maturity date is $21.25 (a decline of 15%):

Value of share received:	$	21.25
Coupon:	$	1.38		($0.6875 × 2 = $1.38)
Total	$	22.63
Total Return on the Notes:		-9.50	%

In this example, the total return on the Notes is a loss of 9.50% while the total return on the underlying stock is a loss of 13% (including dividends).

Hypothetical Return Table of the Notes at Maturity

The table below is based on the following assumptions*:

Term:	6 months
Coupon per annum**:	11.00% (or $0.6875 per quarterly period)
Initial price:	$25.00 per share
Trigger price:	$17.50 (70.00% of the initial price)
Principal amount:	$25.00 per Note (set equal to the initial price)
Dividend yield on the underlying stock***:	2.00%

* Actual coupon and terms for each Note are as described on the cover page of this pricing supplement.

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

*** Dividend yield assumed received by holders of the stock during the term of the Notes.

Underlying			Trigger Event Does Not Occur(1)		Trigger Event Occurs(2)
Final Stock Price(3)	Stock Price Return	Total Return on the Underlying Stock at Maturity(4)	Payment at Maturity + Coupon Payments	Total Return on the Notes at Maturity(5)	Payment at Maturity + Coupon Payments(6)	Total Return on the Notes at Maturity(7)
$37.50	50.00%	52.00%	$26.38	5.50%	$38.88	55.50%
$36.25	45.00%	47.00%	$26.38	5.50%	$37.63	50.50%
$35.00	40.00%	42.00%	$26.38	5.50%	$36.38	45.50%
$33.75	35.00%	37.00%	$26.38	5.50%	$35.13	40.50%
$32.50	30.00%	32.00%	$26.38	5.50%	$33.88	35.50%
$31.25	25.00%	27.00%	$26.38	5.50%	$32.63	30.50%
$30.00	20.00%	22.00%	$26.38	5.50%	$31.38	25.50%
$28.75	15.00%	17.00%	$26.38	5.50%	$30.13	20.50%
$27.50	10.00%	12.00%	$26.38	5.50%	$28.88	15.50%
$26.25	5.00%	7.00%	$26.38	5.50%	$27.63	10.50%
$25.00	0.00%	2.00%	$26.38	5.50%	$26.38	5.50%
$23.75	-5.00%	-3.00%	$26.38	5.50%	$25.13	0.50%
$22.50	-10.00%	-8.00%	$26.38	5.50%	$23.88	-4.50%
$21.25	-15.00%	-13.00%	$26.38	5.50%	$22.63	-9.50%
$20.00	-20.00%	-18.00%	$26.38	5.50%	$21.38	-14.50%
$18.75	-25.00%	-23.00%	$26.38	5.50%	$20.13	-19.50%
$17.50	-30.00%	-28.00%	$26.38	5.50%	$18.88	-24.50%
$16.25	-35.00%	-33.00%	n/a	n/a	$17.63	-29.50%
$15.00	-40.00%	-38.00%	n/a	n/a	$16.38	-34.50%
$13.75	-45.00%	-43.00%	n/a	n/a	$15.13	-39.50%
$12.50	-50.00%	-48.00%	n/a	n/a	$13.88	-44.50%
$11.25	-55.00%	-53.00%	n/a	n/a	$12.63	-49.50%
$10.00	-60.00%	-58.00%	n/a	n/a	$11.38	-54.50%
$8.75	-65.00%	-63.00%	n/a	n/a	$10.13	-59.50%
$7.50	-70.00%	-68.00%	n/a	n/a	$8.88	-64.50%

⁽¹⁾ A trigger event does not occur if the final price of the underlying stock is not below the trigger price.

⁽²⁾ A trigger event occurs if the final price of the underlying stock is below the trigger price.

⁽³⁾ The final stock price is as of the final valuation date, if the final price of the stock is not below the trigger price. If the final price of the stock is below the trigger price, the final stock price is as of the maturity date.

⁽⁴⁾ The total return at maturity on the underlying stock includes a 2.00% cash dividend payment.

⁽⁵⁾ The total return at maturity on the Notes includes coupon payments.

⁽⁶⁾ Payment will consist, in part, of underlying stock valued as of the maturity date.

⁽⁷⁾ If a trigger event occurs, the total return on the Notes 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 final price of such underlying stock on the final valuation date. Such an increase in price is not likely to occur.

PS-7

Information about the Underlying Stocks

Included on the following pages is a brief description of the underlying issuers of each of the respective underlying stocks. 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 each of the underlying stocks. The information given below is for the four calendar quarters in each of 2004, 2005, 2006, 2007 and 2008. Full data is provided for the first and second calendar quarters of 2009 and partial data is provided for the third calendar quarter of 2009. 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 stocks as an indication of future performance.

Each of the underlying stocks 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 respective issuers of the underlying stocks with the SEC can be reviewed electronically through a web site maintained by the SEC. The address of the SEC’s web site is http://www.sec.gov. Information filed with the SEC by the respective issuers of the underlying stocks 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.

Freeport-McMoRan Copper & Gold Inc.

According to publicly available information, Freeport-McMoRan Copper & Gold Inc. (the “Company”), through its majority-owned subsidiary, PT Freeport Indonesia, has one of the world’s largest copper and gold mining and production operations in terms of reserves and production. The Company owns approximately 90.64% of PT Freeport Indonesia, and the Government of Indonesia owns the remaining approximate 9.36%. PT Freeport Indonesia mines, processes and explores for ore containing copper, gold and silver. It operates in the remote highlands of the Sudirman Mountain Range in the province of Papua, Indonesia, which is on the western half of the island of New Guinea. PT Freeport Indonesia markets its concentrates containing copper, gold and silver worldwide. The Company has joint ventures covering additional mining areas in Indonesia and has smelting and refining concerns.

On March 19, 2007, the Company acquired Phelps Dodge, a fully integrated producer of copper and molybdenum, with mines in North and South America, processing capabilities for other by-product minerals and several development projects, including Tenke Fungurume in the Democratic Republic of Congo (DRC).

The Company’s SEC file number is 1-11307-01.

Historical Information

The following table sets forth the quarterly high and low closing prices for the Company’s common stock, based on daily closing prices on the primary exchange for the Company’s common stock, as reported by Bloomberg. The Company’s closing price on August 27, 2009 was $64.26.

Quarter Begin	Quarter End		Quarterly High	Quarterly Low	Quarterly Close
1/2/2004	3/1/2004		$44.45	$35.86	$39.09
4/1/2004	6/30/2004		$39.70	$28.40	$33.15
7/1/2004	9/30/2004		$41.95	$31.64	$40.50
10/1/2004	12/31/2004		$41.99	$34.90	$38.23
1/3/2005	3/31/2005		$44.45	$28.40	$39.09
4/1/2005	6/30/2005		$40.01	$32.06	$33.15
7/1/2005	9/30/2005		$48.97	$37.93	$40.50
10/3/2005	12/30/2005		$55.36	$45.02	$38.23
1/3/2006	3/31/2006		$64.31	$48.35	$39.61
4/3/2006	6/30/2006		$72.09	$43.75	$55.41
7/3/2006	9/29/2006		$61.59	$50.50	$53.26
10/2/2006	12/29/2006		$62.87	$49.04	$55.73
1/3/2007	3/30/2007		$66.19	$50.49	$66.19
4/2/2007	6/29/2007		$84.42	$66.73	$82.82
7/2/2007	9/28/2007		$108.67	$73.07	$104.89
10/1/2007	12/31/2007		$117.86	$89.28	$102.44
1/2/2008	3/31/2008		$106.57	$77.30	$96.22
4/1/2008	6/30/2008		$125.86	$97.63	$117.19
7/1/2008	9/30/2008		$115.55	$53.22	$56.85
10/1/2008	12/31/2008		$52.96	$16.80	$24.44
1/2/2009	3/31/2009		$43.05	$22.14	$38.11
4/1/2009	6/30/2009		$60.42	$38.27	$50.11
7/1/2009	8/27/2009	*	$66.07	$45.00	$64.26

* As of the date of this pricing supplement information for the third calendar quarter of 2009 includes data for the period from July 1, 2009 through August 27, 2009. 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 third quarter of 2009.

The graph below illustrates the performance of the Company’s common stock from June 30, 1998 through August 27, 2009, based on information from Bloomberg. The dotted line represents the trigger price, equal to 60% of the closing price on August 27, 2009. Past performance of the underlying stock is not indicative of the future performance of the underlying stock.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

PS-9

Apache Corporation

According to publicly available information, Apache Corporation (the “Company”) is an independent energy company that explores for, develops and produces natural gas, crude oil and natural gas liquids. In North America, the Company’s exploration and production interests are focused in the Gulf of Mexico, the Gulf Coast, East Texas, the Permian basin, the Anadarko basin and the Western Sedimentary basin of Canada. Outside of North America, the Company has exploration and production interests in Egypt, offshore Western Australia, offshore the United Kingdom (U.K.), in the North Sea (North Sea) and onshore Argentina.

The Company’s mission is to grow a profitable upstream oil and gas company by building a portfolio of core areas which provide long-term growth opportunities through grass-roots drilling supplemented by occasional acquisitions. Operating regions are given the autonomy necessary to make drilling and operating decisions and to act quickly.

In 2008, the Company plans to invest $3.5 to $4.0 billion on capital expenditures, which is 50 percent less than in 2008. The Company’s plan for 2008 also includes just under $300 million for gathering, transmission and processing assets.

The Company’s SEC file number is: 1-4300.

Historical Information

The following table sets forth the quarterly high and low closing prices for the Company’s common stock, based on daily closing prices on the primary exchange for the Company’s common stock, as reported by Bloomberg. The Company’s closing price on August 27, 2009 was $86.44.

Quarter Begin	Quarter End		Quarterly High	Quarterly Low	Quarterly Close
1/2/2004	3/1/2004		$43.17	$37.23	$43.17
4/1/2004	6/30/2004		$45.48	$38.97	$43.55
7/1/2004	9/30/2004		$50.18	$42.55	$50.11
10/1/2004	12/31/2004		$54.06	$48.37	$50.57
1/3/2005	3/31/2005		$65.69	$37.23	$43.17
4/1/2005	6/30/2005		$67.96	$52.80	$43.55
7/1/2005	9/30/2005		$77.26	$65.91	$50.11
10/3/2005	12/30/2005		$75.15	$60.03	$50.57
1/3/2006	3/31/2006		$75.53	$63.97	$61.23
4/3/2006	6/30/2006		$75.22	$57.23	$68.25
7/3/2006	9/29/2006		$71.09	$60.49	$63.20
10/2/2006	12/29/2006		$69.93	$60.75	$66.51
1/3/2007	3/30/2007		$72.97	$63.16	$70.70
4/2/2007	6/29/2007		$87.30	$71.26	$81.59
7/2/2007	9/28/2007		$90.54	$73.59	$90.06
10/1/2007	12/31/2007		$108.45	$89.16	$107.54
1/2/2008	3/31/2008		$120.82	$91.33	$120.82
4/1/2008	6/30/2008		$146.80	$120.87	$139.00
7/1/2008	9/30/2008		$142.10	$98.87	$104.28
10/1/2008	12/31/2008		$100.15	$61.55	$74.53
1/2/2009	3/31/2009		$85.68	$51.38	$64.09
4/1/2009	6/30/2009		$86.00	$62.73	$72.15
7/1/2009	8/27/2009	*	$88.87	$66.12	$86.44

* As of the date of this pricing supplement information for the third calendar quarter of 2009 includes data for the period from July 1, 2009 through August 27, 2009. 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 third quarter of 2009.

PS-10

The graph below illustrates the performance of the Company’s common stock from June 30, 1998 through August 27, 2009, based on information from Bloomberg. The dotted line represents the trigger price, equal to 75% of the closing price on August 27, 2009. Past performance of the underlying stock is not indicative of the future performance of the underlying stock.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

Supplemental Plan of Distribution

We have agreed to sell to Barclays Capital Inc. and UBS Financial Services Inc., together the “Agents”, and the Agents have agreed to purchase, all of the Notes at the price indicated on the cover of the pricing supplement, the document that has been filed pursuant to Rule 424(b)(2) and contains the final pricing terms of the Notes. UBS Financial Services Inc. may allow a concession not in excess of the underwriting discount set forth on the cover of the pricing supplement to its affiliates.

We or our affiliates will 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 the Agents and/or an affiliate may earn additional income as a result of payments pursuant to the swap, or related hedge transactions.

We have agreed to indemnify the Agents against liabilities, including certain liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Agents may be required to make relating to these liabilities as described in the prospectus and the prospectus supplement. We have agreed that UBS Financial Services Inc. may sell all or a part of the Notes that it purchases from us to its affiliates at the price that will be indicated on the cover of the pricing supplement that will be available in connection with the sale of the Notes.

PS-11