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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 001-32878
(Commission File Number)
 
 PENSON WORLDWIDE, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    6211
    
    75-2896356(State or Other Jurisdiction of
    
    (Primary Standard Industrial
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Classification Code Number)
    
    Identification No.)
 1700 Pacific Avenue, Suite 1400
Dallas, Texas 75201
(214) 765-1100  (Address, including zip code, and telephone number, including area code, of the registrants principal executive offices)
 Securities registered pursuant to Section 12(b) of the Act
 Title of each class
    
    Name of each exchange on which RegisteredCommon Stock, par value $0.01 per share
    
    NASDAQ Global Select Market
 Securities registered pursuant to Section 12(g) of the Act
None
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 Form 10-K þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
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TABLE OF CONTENTS  PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSignaturesINDEX TO EXHIBITSEX-10.35EX-10.36EX-10.37EX-31.1EX-31.2    Table of Contents  EXPLANATORY NOTE
   
 PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES




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Signatures
  PENSON WORLDWIDE, INC.By:
    /s/ Philip A. PendergraftName:
    Philip A. PendergraftTitle:
    Chief Executive OfficerDate:
    May 27, 2010  Signature
    
    Title
    
    Date/s/ Roger J. Engemoen, Jr.
    
    Chairman
    
    May 27, 2010Roger J. Engemoen, Jr./s/ Philip A. Pendergraft

Philip A. Pendergraft
    
    Chief Executive Officer
(Principal Executive
Officer) and Director
    
    May 27, 2010/s/ Daniel P. Son

Daniel P. Son
    
    President and Director
    
    May 27, 2010/s/ Kevin W. McAleer

Kevin W. McAleer
    
    Senior Vice President
and Chief Financial
Officer (Principal
Financial and Accounting
Officer)
    
    May 27, 2010/s/ James S. Dyer

James S. Dyer
    
    Director
    
    May 27, 2010/s/ David Johnson

David Johnson
    
    Director
    
    May 27, 2010/s/ Thomas R. Johnson

Thomas R. Johnson
    
    Director
    
    May 27, 2010/s/ David M. Kelly

David M. Kelly
    
    Director
    
    May 27, 2010/s/ David A. Reed

David A. Reed
    
    Director
    
    May 27, 2010




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INDEX TO EXHIBITS
 Exhibit No.
    
    Description10.35
    
    Master Services Agreement by and between Penson Worldwide, Inc.
and Broadridge Financial Solutions, Inc., dated November 2, 200910.36
    
    Service Bureau and Operations Support Services Schedule to the
Master Services Agreement between Penson Worldwide, Inc. and
Broadridge Financial Solutions, Inc., dated November 2, 2009, by
and between Penson Financial Services, Inc. and Ridge Clearing &
Outsourcing Solutions, Inc. dated November 2, 200910.37
    
    Service Bureau and Operations Support Services Schedule to the
Master Services Agreement between Penson Worldwide, Inc. and
Broadridge Financial Solutions, Inc., dated November 2, 2009, by
and between Penson Financial Services Canada Inc. and Ridge
Clearing & Outsourcing Solutions, Inc. dated November 2, 200931.1
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (filed herewith)31.2
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (filed herewith)
 
 
    
    Confidential treatment has been requested for certain information contained in this
document. Such information has been omitted and filed separately with the Securities and
Exchange Commission