FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

     This First Amendment to Executive Employment Agreement (this “First Amendment”) is made and entered into as of the 19 ^th day of June, 2008, by and between Philip A. Pendergraft, a resident of the state of Texas (“Executive”), and Penson Worldwide, Inc., a Delaware corporation (the “Company”).

RECITALS

     WHEREAS, Executive and the Company are parties to that certain Executive Employment Agreement, dated April 21, 2006 (the “Employment Agreement”); and

     WHEREAS, Executive and Company desire now to amend the Employment Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the premises herein and in reliance on the covenants and agreements hereinafter set forth and subject to the terms and conditions contained herein, Executive and the Company agree as follows:

AGREEMENTS

I. DEFINED TERMS.

     Capitalized terms used but not defined herein shall have the meanings afforded