AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.44

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

     This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “ EA ”) is made and entered into this 31st day of December, 2008, by and among Daniel P. Son (the “ Executive ”), a resident of Texas, and Penson Worldwide, Inc. , a Delaware corporation (the “ Company ”).

     WHEREAS, Executive is currently a party to an employment agreement with the Company dated April 21, 2006, as amended on June 19th, 2008, (the “ Prior Agreement ”).

     WHEREAS, the Company desires that Executive continue to be employed by the Company and Executive is willing to continue to be employed by the Company; and

     WHEREAS, the Company and Executive desire to amend and restate the terms and conditions of the Prior Agreement in order to bring those terms and conditions into documentary compliance with the final Treasury Regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and continue Executive’s employment with the Company in accordance with those amended and restated terms and conditions.

     In consideration of the mutual agreements hereinafter set forth, Executive and the Company have agreed and do hereby agree as follows:

     A. Executive’s employment pursuant to this EA is conditioned on Executive’s signature agreement to, and ongoing compliance with the Confidential Information, Invention Assignment and Arbitration Agreement, which is attached as Exhibit A hereto (“ Confidential Information Agreement ”).

     B. Commencing as of the date hereof (the “ Effective Date ”), and for an indefinite period thereafter, Executive shall be employed pursuant to this EA by the Company, or by a designated subsidiary of the Company (the Company or such subsidiary, as the case may be, that employs Executive will be hereinafter referred to as the “ Employer ”). Executive’s employment pursuant to this EA shall continue for an indefinite period, until terminated by either Executive or Employer.

     C. Subject only to the provisions of Section VII, Executive’s employment shall be “at-will,” meaning that either Executive or Employer may terminate it at any time, with or without any advance notice and with or without any particular reason or cause or advance procedures. It also means that Executive’s job duties, responsibilities, title, reporting level, regular place of employment, compensation, benefits and Employer’s policies and procedures can be changed, in the sole discretion of Employer, at any time, with or without advance notice and with or without any particular reason or cause or advance procedures.

     D. In agreeing to be employed pursuant to this EA, Executive represents and warrants that Executive has not previously entered into, and in the future shall not enter into, any agreement, either written or oral, that conflicts with any of Executive’s obligations under this EA or may be an impediment to Executive providing services under this EA.

     A. Executive shall be employed by Employer on a regular full-time basis, with the job title of President, reporting to the Board of Directors. Executive shall have such job duties and responsibilities commensurate with such position, which may change as Employer’s business needs and market conditions change from time-to-time.

____ Daniel P. Son
Executive Employment Agreement

     B. Executive’s initial, regular place or base of employment shall be at the Company’s principal office in Dallas, Texas.

     C. During Executive’s employment with Employer, Executive shall devote Executive’s full business time, best efforts, abilities, energies and skills to the good faith performance of Executive’s job duties and responsibilities hereunder, and shall perform said duties and responsibilities at all reasonable times and places in accordance with reasonable directions and requests made by the Employer consistent with Executive’s position and Employer’s business needs as determined by Employer. Executive shall not engage in any other employment, business, or business-related activity unless Executive receives prior written approval from Employer’s Board of Directors to hold such outside employment or engage in such business or activity, which written approval shall not be unreasonably withheld if such outside employment, business or activity would not in any way be competitive with the business or proposed business of Employer or otherwise conflict with or adversely affect in any way Executive’s ability to fulfill Executive’s obligations under this EA. Executive shall not be required to receive prior written approval for activities related to family investments or charitable organizations.

     A.  Salary Compensation.

          1. Effective July 1, 2008, Executive shall earn and be paid a salary, at a weekly rate of Ten Thousand Five Hundred Seventy-Six Dollars and Ninety-Three Cents ($10,576.93) which is equivalent to Five Hundred Fifty Thousand Dollars and No Cents ($550,000.00) per annum.

          2. Executive’s salary shall be paid at periodic intervals in accordance with Employer’s regular payroll schedule and practices.

          3. Executive’s salary rate shall be reviewed from time-to-time, generally on an annual basis, and may be changed by the Compensation Committee of Company’s Board of Directors (the “ Compensation Committee ”) in its sole discretion.

     B.  Annual Bonus Compensation Opportunities . As a performance and retention incentive, Executive shall be eligible to earn an annual bonus award. The terms and conditions of each such annual bonus award opportunity shall be provided in writing to Executive not later than January 31 of the calendar year for which the bonus is to be earned and shall be attached to this Agreement each year as Attachment 1. However, the following will apply to each annual bonus award opportunity made available to Executive during Executive’s employment with Employer.

          1. Each annual bonus award opportunity will be conditioned on Employer’s achievement of calendar year revenue and net income objectives, and any other objectives, established in the discretion of the Board for the calendar year.

          2. Each annual bonus award opportunity also will be conditioned on Executive’s full-time active services to Employer continuously through the calendar year. However, should Executive be terminated without cause, leave for good reason, die or become permanently disabled, Executive or his estate will be entitled to all bonus compensation that has been earned in accordance with the terms of the then applicable annual bonus award opportunity but not yet paid at the time of Executive’s departure, death or permanent disability, including any bonus compensation earned for partial portions of a calendar year.

          3. Any bonus awarded to Executive pursuant to this Section III. B shall be paid to Executive in accordance with the terms of Attachment 1; however, such bonus shall be

____ Daniel P. Son
Executive Employment Agreement

paid to Executive not later than the 15th day of the third calendar month following the close of the calendar year for which such bonus is earned.

          4. The Employer may provide for periodic progress bonus awards against the total annual bonus opportunity.

     C.  Discretionary Bonuses . To the extent Employer exceeds both its revenue and its net income and/or any other objectives established for a calendar year by the Board, Executive shall be eligible for a discretionary bonus award, which would be in addition to Executive’s annual bonus award opportunity. Whether to grant such additional bonus award and, if so, in what form and amount, shall be determinations made in the sole discretion of the Board. Any such discretionary bonus shall be paid to Executive not prior to January 1 of the calendar year following the calendar year for which such bonus is earned and not later than the 15th day of the third calendar month following the close of the calendar year for which such bonus is earned

     D.  Withholdings . All cash compensation paid to Executive pursuant to this EA, including any Severance Benefits per Section VII.B., shall be subject to (i) any and all applicable federal, state and local income and employment withholding taxes; (ii) other amounts required to be deducted or withheld by Employer under applicable law or order requiring the withholding or deduction of amounts otherwise payable as compensation or wages to employees; (iii) such other withholdings and deductions as may be allowed by applicable law; and (iv) such other withholdings and deductions as may be authorized in writing by Executive.

     A.  Employee Benefits. Executive shall be eligible to participate in all employee benefits and benefit plans generally made available to executive employees of Employer from time-to-time, subject to the terms, conditions and relevant qualification criteria for such benefits and benefit plans. Employer, in its discretion, may change from time-to-time the employee benefits and benefit plans it generally makes available to its executive employees.

     B.  Expenses & Expense Reimbursement . Executive shall be entitled to reimbursement from Employer of all reasonable and necessary business, travel and entertainment expenses incurred by Executive in the performance of Executive’s job responsibilities hereunder, subject to the expense reimbursement policies and procedures of Employer in effect from time-to-time. Executive must submit proper documentation for each such expense within one hundred twenty (120) days after the later of (i) Executive’s incurrence of such expense or (ii) Executive’s receipt of the invoice for such expense. If such expense qualifies hereunder for reimbursement, then the Employer shall reimburse Executive for that expense within thirty (30) business days thereafter. In no event shall any such expense be reimbursed later than the close of the calendar year following the calendar year in which is incurred. The amount of reimbursement to which Executive becomes entitled in any calendar year will not affect the amount of expenses eligible for reimbursement hereunder in any other calendar year. In addition, none of Executive’s rights to such reimbursement may be liquidated or exchanged for any other benefit or payment.

     A.  Stock Options & Change in Control . Executive will be eligible for stock option and other equity grants in the discretion of the Compensation Committee. The stock option agreement for each stock option granted to Executive shall contain the following terms relative to a “Change in Control” (defined in Section VI.B.2 below).

          1. Immediately upon a “Change in Control,” twenty-five percent (25%) of all of Executive’s then-outstanding option shares, under each stock option granted to Executive,

____ Daniel P. Son
Executive Employment Agreement

shall immediately vest and be exercisable, unless Executive’s then-outstanding options are not assumed by the surviving entity in such Change in Control transaction, in which case one hundred percent (100%) of Executive’s then-outstanding option shares, under all stock options granted to Executive, shall immediately vest and be exercisable.

          2. If Executive’s employment with the Company or a successor is terminated “Without Cause” (defined in Section VI.C, below) by the Company or its successor within 12 months after the effective date of a “Change in Control,” or if Executive terminates his employment with the Company or its successor for “Good Reason” within 12 months after the effective date of a “Change in Control”, then one hundred percent (100%) of Executive’s then-outstanding option shares, under each stock option granted to Executive, shall immediately vest and be exercisable as of the effective date of Executive’s termination of employment (“ Termination Date ”) provided that the conditions of Section VII.A.2 and Section VII.B.2 (a)-(b) below have been satisfied by Executive.

     B.  Stock Options at Death or Permanent Disability . The terms of each stock option granted to Executive shall provide that one hundred percent (100%) of Executive’s then-outstanding option shares shall immediately vest and become exercisable in the event of Executive’s death or permanent disability.

Although Executive’s employment shall be “at-will,” termination of the employment relationship between Executive and Employer shall be classified in one of the following categories, for the limited purpose only of the Severance Benefit Opportunity of Section VII.B, below:

     A.  By Employer for Cause . Termination of Executive’s employment by Employer for “ Cause ” means a termination by Employer of Executive’s employment for any of the following reasons, upon written notice to Executive at any time:

          1. Executive’s conviction or plea of nolo contendre to a felony offense or crime of violence or dishonesty; or

          2. The Company’s good faith determination, upon majority vote of Company’s Board of Directors, that:

               a. Executive has engaged in theft, fraud, embezzlement or dishonest conduct with respect to any property or funds of Employer, any affiliate, subsidiary or parent of Employer, or of any vendor, partner, employee or customer of Employer that is harmful to Employer, to an affiliate, subsidiary or parent of Employer or to the business, operations, reputation or business prospects of any of them;

               b. Executive has breached any of his obligations under the Confidential Information Agreement signed by Executive as a condition of this EA;

               c. Executive has engaged in an act of misconduct which has had an adverse effect on the business, operations, reputation or business prospects of Employer or of an affiliate, subsidiary or parent of Employer;

               d. Executive has failed to adequately perform the material duties or fulfill the responsibilities of Executive’ position; provided, however , that Employer shall have given written notice to Executive, and Executive shall have had a period of thirty (30) days within which to cure/remedy the failure(s), described in such written notice giving rise to possible termination for Cause under this Section VI.A.2.d; or

____ Daniel P. Son
Executive Employment Agreement

               e. Executive has breached one or more of Executive’s other obligations under this EA; provided, however, that Employer shall have given written notice to Executive, and Executive shall have had a period of thirty (30) days within which to cure/remedy the breach, described in such written notice, giving rise to possible termination for by Employer for Cause under this Section VI.A.2.e.

     B.  By Executive for Good Reason .

          1. Termination of Executive’s employment by Executive shall qualify as a termination by Executive for “ Good Reason ” if all of the following conditions are met:

               a. Executive shall have given advance written notice of termination to Employer (“ Notice ”), in accordance with Section VIII.H below, which includes the following:

                    (1) a description of the act, omission or breach giving rise to the Notice, and

                    (2) a date on which Executive intends the termination to be effective (“Termination Date”), that is no earlier than 30 days after the date the Notice is delivered to the Employer;

               b. The act, omission or breach described in the Notice is one of the following:

                    (1) A material reduction, without Executive’s consent, of Executive’s salary rate or bonus award opportunity, unless the salary rates of all Employer’s executive-level employees also have been reduced by at least the same percent by which Executive’s salary rate has been reduced. For purposes of the foregoing, a reduction in Executive’s salary rate or bonus award opportunity by more than ten percent (10%) shall be deemed to be a material reduction;

                    (2) A material relocation, without Executive’s consent, of Executive’s regular place or base of employment. For purposes of the foregoing, a change of the geographic location of Executive’s regular place or base of employment by more than fifty (50) miles shall be deemed to be a material change; or

                    (3) A material breach by Employer of one or more of its obligations under this EA;

               c. The act, omission or breach described in the Notice first occurred:

                    (1) during the 12 months after the effective date of a “Change in Control” of the Company and

                    (2) no earlier than 90 days before the date the Notice is delivered to the Employer; and

               d. The Employer failed to remedy, before the Termination Date, the act, omission or breach described in the Notice.

          2. A “ Change in Control ” means a change in the ownership or control of the Company, effected through any of the following transactions first occurring after the Company’s IPO, and excluding the Company’s IPO:

               a. a merger, consolidation or reorganization approved by the Company’s stockholders, unless securities representing more than fifty percent (50%) of the total

____ Daniel P. Son
Executive Employment Agreement

combined voting power of the outstanding voting securities of the successor entity are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the outstanding voting securities of the Company immediately prior to such transaction;

               b. an