AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             PENSON WORLDWIDE, INC.
 
 
         Penson Worldwide, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:
 
1. The name of the Corporation is Penson Worldwide, Inc. The Certificate of
Incorporation of the Corporation was originally filed by the Corporation with
the Secretary of State of the State of Delaware on August 30, 2000 and an
Amended and Restated Certificate of Incorporation was filed by the Corporation
with the Secretary of State of the State of Delaware on June 8, 2004.
 
2. This Amended and Restated Certificate of Incorporation restates, integrates
and amends the Certificate of Incorporation of the Corporation. This Amended and
Restated Certificate of Incorporation was duly adopted in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware and was adopted by written consent of the stockholders of the
Corporation given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware (prompt notice of such action
having been given to those stockholders who did not consent in writing).
 
3. This Amended and Restated Certificate of Incorporation shall not become
effective upon its filing date, but rather, shall become effective at ___ am on
_____, 2006.
 
4. The text of the Certificate of Incorporation of the Corporation is hereby
restated and amended to read in its entirety, as of the effective time, as
follows:
 
                                    ARTICLE I
 
         The name of the Corporation is Penson Worldwide, Inc.
 
                                   ARTICLE II
 
         The registered office of the Corporation is to be located at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the
County of New Castle, in the State of Delaware. The name of its registered agent
at such address is The Corporation Trust Company.
 
                                   ARTICLE III
 
         The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.
 
                                   ARTICLE IV
 
         The aggregate number of shares of all classes of capital stock which
the Corporation shall have authority to issue is One Hundred Ten Million
(110,000,000) shares, consisting of One Hundred Million (100,000,000) shares of
Common Stock, par value $0.01 per share ("Common
 
 
<PAGE>
 
 
Stock"), and Ten Million (10,000,000) shares of Preferred Stock, par value $0.01
per share ("Preferred Stock").
 
         The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions
thereof in respect of each class of capital stock of the Corporation.
 
A. COMMON STOCK
 
         1. General. The voting, dividend and liquidation rights of the holders
of the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock of any series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series.
 
         2. Voting. The holders of the Common Stock are entitled to one vote for
each share held at all meetings of stockholders; provided, however, that, except
as otherwise required by law, holders of Common Stock shall not be entitled to
vote on any amendment to this Amended and Restated Certificate of Incorporation
that relates solely to the terms of one or more outstanding series of Preferred
Stock if the holders of such affected series are entitled, either separately or
together as a class with the holders of one or more other such series, to vote
thereon pursuant to this Amended and Restated Certificate of Incorporation.
There shall be no cumulative voting. The number of authorized shares of Common
Stock may be increased or decreased (but not below the number of shares thereof
then outstanding) by the affirmative vote of the holders of a majority of the
stock of the Corporation entitled to vote, irrespective of the provisions of
Section 242(b)(2) of the General Corporation Law of the State of Delaware.
 
         3. Dividends. Dividends may be declared and paid on the Common Stock
from funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.
 
         4. Liquidation. Upon the dissolution or liquidation of the Corporation,
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of the Corporation available for distribution to its
stockholders, subject to any preferential rights of any then outstanding
Preferred Stock.
 
B. PREFERRED STOCK
 
         Shares of Preferred Stock may be issued from time to time in one or
more series as may from time to time be determined by the Board of Directors,
each of said series to be distinctly designated in one or more certificates of
designation (each a "Certificate of Designation"). The voting powers,
preferences and relative, optional and other special rights, and the
qualifications, limitations or restrictions thereof, if any, of each such series
may differ from those of any and all other series of Preferred Stock at any time
outstanding, and the Board of Directors is hereby expressly granted authority to
fix, by resolution or resolutions and filing of a Certificate of Designation, or
alter the designation, number, voting powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations and restrictions thereof, of each series, including but without
limiting the generality of the foregoing, the following:
 
 
                                       2
<PAGE>
 
 
         1. Any shares of Preferred Stock which may be redeemed, purchased or
acquired by the Corporation may be reissued except as otherwise provided by law;
 
         2. Different series of Preferred Stock shall not be construed to
constitute different classes of shares for the purposes of voting by classes
unless expressly provided;
 
         3. The distinctive designation of such series and the number of shares
to constitute such series, which number (except as set forth in the Certificate
of Designation with respect to such series) may be increased or decreased (but
not below the number of shares of such series then outstanding) from time to
time by the Board of Directors;
 
         4. The rights in respect of dividends, if any, on the shares of such
series, the extent of the preference or relation, if any, of such dividends to
the dividends payable on any other class or series of stock of the Corporation,
and whether such dividends shall be cumulative or accruing;
 
         5. The right or obligation, if any, of the Corporation to redeem shares
of the particular series of Preferred Stock and, if redeemable, the price,
terms, conditions and manner of such redemption;
 
         6. The special and relative rights and preferences, if any, and the
amount or amounts per share, which the shares of such series of Preferred Stock
shall be entitled to receive upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation or in the event of any merger or
consolidation of or sale of assets by the Corporation;
 
         7. The right, if any, of the holders of such series of Preferred Stock
to convert the same into, or exchange the same for, shares of any other class or
series of stock of the Corporation, and the terms and conditions of such
conversion or exchange, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any;
 
         8. The terms of any sinking fund or redemption or repurchase or
purchase account, if any, the obligation, if any, of the Corporation to retire,
redeem, repurchase or purchase shares of such series pursuant to such fund or
account, and the terms and conditions of such obligation;
 
         9. The voting powers, if any, of the holders of such series of
Preferred Stock generally or with respect to any particular matter, which may be
less than, equal to or greater than one vote per share, and which may, without
limiting the generality of the foregoing, include the right, voting as a series
by itself or together with the holders of any other series of Preferred Stock or
all series of Preferred Stock as a class, to elect one or more directors of the
Corporation generally or under such specific circumstances and on such
conditions as shall be provided in the Certificate of Designation, including,
without limitation, in the event there shall have been a default in the payment
of dividends on or redemption of any one or more series of Preferred Stock;
 
         10. Limitations, if any, on the issuance of additional shares of such
series or any shares of any other class or series of stock of the Corporation;
and
 
 
                                       3
<PAGE>
 
 
         11. Such other preferences, powers, and special, participating,
optional, relative or other rights, and the qualifications, limitations and
restrictions thereof, as the Board of Directors shall determine.
 
         The number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares then outstanding) by the
affirmative vote of the holders of a majority of the voting power of all of the
then outstanding shares of capital stock of the Corporation entitled to vote,
irrespective of the provisions of Section 242(b)(2) of the General Corporation
Law of the State of Delaware, generally in the election of directors (the
"Voting Stock"), voting together as a single class, without a separate vote of
the holders of the Preferred Stock, or any series thereof, unless a vote of any
such holders is required pursuant to any Certificate of Designation for such
series.
 
         Without limiting the generality of the foregoing, the resolutions
providing for issuance of any series of Preferred Stock may provide that such
series shall be superior or rank equally or be junior to the Preferred Stock of
any other series to the extent permitted by law.
 
                                    ARTICLE V
 
         For the management of the business and for the conduct of the affairs
of the Corporation, it is further provided that:
 
A. General Powers. The business and affairs of the Corporation shall be managed
by or under the direction of the Corporation's Board of Directors.
 
B. Number of Directors; Election of Directors. Subject to the rights of holders
of any series of Preferred Stock to elect directors, the number of directors of
the Corporation shall be established by the Board of Directors. Election of
directors need not be by written ballot, except as and to the extent provided in
the Bylaws of the Corporation.
 
C. Classes of Directors. Subject to the rights of holders of any series of
Preferred Stock to elect directors, the Board of Directors shall be and is
divided into three classes: Class I, Class II and Class III.
 
D. Terms of Office. Subject to the rights of holders of any series of Preferred
Stock to elect directors, each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
director was elected; provided, that each director initially appointed to Class
I shall serve for a term expiring at the Corporation's annual meeting of
stockholders held in 2006; each director initially appointed to Class II shall
serve for a term expiring at the Corporation's annual meeting of stockholders
held in 2007; and each director initially appointed to Class III shall serve for
a term expiring at the Corporation's annual meeting of stockholders held in
2008; provided further, that the term of each director shall continue until the
election and qualification of his successor and be subject to his earlier death,
resignation or removal.
 
E. Quorum. The greater of (a) a majority of the directors at any time in office
and (b) one-third of the number of directors fixed pursuant to Section B of this
Article V shall constitute a quorum. If at any meeting of the Board of Directors
there shall be less than such a quorum, a
 
 
                                       4
<PAGE>
 
 
majority of the directors present may adjourn the meeting from time to time
without further notice other than announcement at the meeting, until a quorum
shall be present.
 
F. Action at Meeting. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors unless a greater number is
required by law or by this Amended and Restated Certificate of Incorporation.
 
G. Removal. Subject to the rights of holders of any series of Preferred Stock,
directors of the Corporation may be removed only for cause and only by the
affirmative vote of the holders of at least seventy-five percent (75%) of the
votes which all the stockholders would be entitled to cast in any annual
election of directors or class of directors.
 
H. Vacancies. Subject to the rights of holders of any series of Preferred Stock,
any vacancy or newly created directorships in the Board of Directors, however
occurring, shall be filled only by vote of a majority of the directors then in
office, although less than a quorum, or by a sole remaining director and shall
not be filled by the stockholders. A director elected to fill a vacancy shall
hold office until the next election of the class for which such director shall
have been chosen, subject to the election and qualification of a successor and
to such director's earlier death, resignation or removal.
 
I. Stockholder Nominations and Introduction of Business, Etc. Advance notice of
stockholder nominations for election of directors and other business to be
brought by stockholders before a meeting of stockholders shall be given in the
manner provided by the Bylaws of the Corporation.
 
J. Amendments to Article. Notwithstanding any other provisions of law, this
Amended and Restated Certificate of Incorporation or the Bylaws of the
Corporation, and notwithstanding the fact that a lesser percentage may be
specified by law, the affirmative vote of the holders of at least seventy-five
percent (75%) of the votes which all the stockholders would be entitled to cast
in any annual election of directors or class of directors shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article V.
 
                                   ARTICLE VI
 
         A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware is amended to authorize corporate action further eliminating or
limiting the liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended. Any
amendment, alteration, change or repeal of this Article VI by the stockholders
of the Corporation shall not adversely
 
 
                                       5
<PAGE>
 
 
affect any right or protection of a director of the Corporation existing at the
time of such repeal or modification.
 
                                   ARTICLE VII
 
         The Corporation shall provide indemnification as follows:
 
A. Actions, Suits and Proceedings Other than by or in the Right of the
Corporation. The Corporation shall indemnify each person who was or is a party
or threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was, or has agreed to become, a director or officer of
the Corporation, or is or was serving, or has agreed to serve, at the request of
the Corporation, as a director, officer, partner, employee or trustee of, or in
a similar capacity with, another corporation, partnership, joint venture, trust
or other enterprise (including any employee benefit plan) (all such persons
being referred to hereafter as an "Indemnitee"), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by or on behalf of Indemnitee in connection
with such action, suit or proceeding and any appeal therefrom, if Indemnitee
acted in good faith and in a manner which Indemnitee reasonably believed to be
in, or not opposed to, the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that Indemnitee did not
act in good faith and in a manner which Indemnitee reasonably believed to be in,
or not opposed to, the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.
 
B. Actions or Suits by or in the Right of the Corporation. The Corporation shall
indemnify any Indemnitee who was or is a party to or threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
Indemnitee is or was, or has agreed to become, a director or officer of the
Corporation, or is or was serving, or has agreed to serve, at the request of the
Corporation, as a director, officer, partner, employee or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees) and, to the extent permitted by law,
amounts paid in settlement actually and reasonably incurred by or on behalf of
Indemnitee in connection with such action, suit or proceeding and any appeal
therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, except that no indemnification shall be made under this Section B
in respect of any claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Corporation, unless, and only to the extent, that
the Court of Chancery of Delaware shall determine upon application that, despite
the adjudication of such liability but in view of all the circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity for such
 
 
                                       6
<PAGE>
 
 
expenses (including attorneys' fees) which the Court of Chancery of Delaware
shall deem proper.
 
C. Indemnification for Expenses of Successful Party. Notwithstanding any other
provisions of this Article, to the extent that an Indemnitee has been
successful, on the merits or otherwise, in defense of any action, suit or
proceeding referred to in Sections A and B of this Article VII, or in defense of
any claim, issue or matter therein, or on appeal from any such action, suit or
proceeding, Indemnitee shall be indemnified against all expenses (including
attorneys' fees) actually and reasonably incurred by or on behalf of Indemnitee
in connection therewith. Without limiting the foregoing, if any action, suit or
proceeding is disposed of, on the merits or otherwise (including a disposition
without prejudice), without (i) the disposition being adverse to Indemnitee,
(ii) an adjudication that Indemnitee was liable to the Corporation, (iii) a plea
of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee
did not act in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and (v) with respect to any
criminal proceeding, an adjudication that Indemnitee had reasonable cause to
believe his conduct was unlawful, Indemnitee shall be considered for the
purposes hereof to have been wholly successful with respect thereto.
 
D. Notification and Defense of Claim. As a condition precedent to an
Indemnitee's right to be indemnified, such Indemnitee must notify the
Corporation in writing as soon as practicable of any action, suit, proceeding or
investigation involving such Indemnitee for which indemnity will or could be
sought. With respect to any action, suit, proceeding or investigation of which
the Corporation is so notified, the Corporation will be entitled to participate
therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to Indemnitee. After notice
from the Corporation to Indemnitee of its election so to assume such defense,
the Corporation shall not be liable to Indemnitee for any legal or other
expenses subsequently incurred by Indemnitee in connection with such action,
suit, proceeding or investigation, other than as provided below in this Section
D. Indemnitee shall have the right to employ his or her own counsel in
connection with such action, suit, proceeding or investigation, but the fees and
expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of Indemnitee unless
(i) the employment of counsel by Indemnitee has been authorized by the
Corporation, (ii) counsel to Indemnitee shall have reasonably concluded that
there may be a conflict of interest or position on any significant issue between
the Corporation and Indemnitee in the conduct of the defense of such action,
suit, proceeding or investigation or (iii) the Corporation shall not in fact
have employed counsel to assume the defense of such action, suit, proceeding or
investigation, in each of which cases the fees and expenses of counsel for
Indemnitee shall be at the expense of the Corporation, except as otherwise
expressly provided by this Article. The Corporation shall not be entitled,
without the consent of Indemnitee, to assume the defense of any claim brought by
or in the right of the Corporation or as to which counsel for Indemnitee shall
have reasonably made the conclusion provided for in clause (ii) above. The
Corporation shall not be required to indemnify Indemnitee under this Article VII
for any amounts paid in settlement of any action, suit, proceeding or
investigation effected without its written consent. The Corporation shall not
settle any action, suit, proceeding or investigation in any manner which would
impose any penalty or limitation on Indemnitee without Indemnitee's written
consent. Neither the Corporation nor Indemnitee will unreasonably withhold or
delay its consent to any proposed settlement.
 
 
                                       7
<PAGE>
 
 
E. Advance of Expenses. Subject to the provisions of Section F of this Article
VII, in the event that the Corporation does not assume the defense pursuant to
Section D of this Article VII of any action, suit, proceeding or investigation
of which the Corporation receives notice under this Article, any expenses
(including attorneys' fees) incurred by or on behalf of Indemnitee in defending
an action, suit, proceeding or investigation or any appeal therefrom shall be
paid by the Corporation in advance of the final disposition of such matter;
provided, however, that the payment of such expenses incurred by or on behalf of
Indemnitee in advance of the final disposition of such matter shall be made only
upon receipt of an undertaking by or on behalf of Indemnitee to repay all
amounts so advanced in the event that it shall ultimately be determined that
Indemnitee is not entitled to be indemnified by the Corporation as authorized in
this Article; and further provided that no such advancement of expenses shall be
made under this Article VII if it is determined (in the manner described in
Section F) that (i) Indemnitee did not act in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, or (ii) with respect to any criminal action or proceeding,
Indemnitee had reasonable cause to believe his conduct was unlawful. Such
undertaking shall be accepted without reference to the financial ability of
Indemnitee to make such repayment.
 
F. Procedure for Indemnification. In order to obtain indemnification or
advancement of expenses pursuant to Section A, B, C or E of this Article VII, an
Indemnitee shall submit to the Corporation a written request. Any such
advancement of expenses shall be made promptly, and in any event within 30 days
after receipt by the Corporation of the written request of Indemnitee, unless
the Corporation determines within such 30-day period that Indemnitee did not
meet the applicable standard of conduct set forth in Section A, B or E of this
Article VII, as the case may be. Any such indemnification, unless ordered by a
court, shall be made with respect to requests under Section A or B only as
authorized in the specific case upon a determination by the Corporation that the
indemnification of Indemnitee is proper because Indemnitee has met the
applicable standard of conduct set forth in Section A or B, as the case may be.
Such determination shall be made in each instance (a) by a majority vote of the
directors of the Corporation consisting of persons who are not at that time
parties to the action, suit or proceeding in question ("disinterested
directors"), whether or not a quorum, (b) by a committee of disinterested
directors designated by majority vote of disinterested directors, whether or not
a quorum, (c) if there are no disinterested directors, or if the disinterested
directors so direct, by independent legal counsel (who may, to the extent
permitted by law, be regular legal counsel to the Corporation) in a written
opinion, or (d) by the stockholders of the Corporation.
 
G. Remedies. The right to indemnification or advancement of expenses as granted
by this Article shall be enforceable by Indemnitee in any court of competent
jurisdiction. Neither the failure of the Corporation to have made a
determination prior to the commencement of such action that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Corporation pursuant to Section F
of this Article VII that Indemnitee has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that
Indemnitee has not met the applicable standard of conduct. Indemnitee's expenses
(including attorneys' fees) reasonably incurred in connection with successfully
establishing Indemnitee's right to indemnification, in whole or in part, in any
such proceeding shall also be indemnified by the Corporation.
 
 
                                       8
<PAGE>
 
 
H. Limitations. Notwithstanding anything to the contrary in this Article, except
as set forth in Section G of this Article VII, the Corporation shall not
indemnify an Indemnitee pursuant to this Article VII in connection with a
proceeding (or part thereof) initiated by such Indemnitee unless the initiation
thereof was approved by the Board of Directors of the Corporation.
Notwithstanding anything to the contrary in this Article, the Corporation shall
not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the
proceeds of insurance, and in the event the Corporation makes any
indemnification payments to an Indemnitee and such Indemnitee is subsequently
reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund
indemnification payments to the Corporation to the extent of such insurance
reimbursement; provided, however, that nothing contained in this Section H shall
be construed to require any Indemnitee to seek reimbursement under any insurance
policy.
 
I. Subsequent Amendment. No amendment, termination or repeal of this Article or
of the relevant provisions of the General Corporation Law of the State of
Delaware or any other applicable laws shall affect or diminish in any way the
rights of any Indemnitee to indemnification under the provisions hereof with
respect to any action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal.
 
J. Other Rights. The indemnification and advancement of expenses provided by
this Article shall not be deemed exclusive of any other rights to which an
Indemnitee seeking indemnification or advancement of expenses may be entitled
under any law (common or statutory), agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in Indemnitee's official
capacity and as to action in any other capacity while holding office for the
Corporation, and shall continue as to an Indemnitee who has ceased to be a
director or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of Indemnitee. Nothing contained in this Article
shall be deemed to prohibit, and the Corporation is specifically authorized to
enter into, agreements with officers and directors providing indemnification
rights and procedures different from those set forth in this Article. In
addition, the Corporation may, to the extent authorized from time to time by its
Board of Directors, grant -indemnification rights to other employees or agents
of the Corporation or other persons serving the Corporation and such rights may
be equivalent to, or greater or less than, those set forth in this Article.
 
K. Partial Indemnification. If an Indemnitee is entitled under any provision of
this Article to indemnification by the Corporation for some or a portion of the
expenses (including attorneys' fees), judgments, fines or amounts paid in
settlement actually and reasonably incurred by or on behalf of Indemnitee in
connection with any action, suit, proceeding or investigation and any appeal
therefrom but not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify Indemnitee for the portion of such expenses (including
attorneys' fees), judgments, fines or amounts paid in settlement to which
Indemnitee is entitled.
 
L. Insurance. The Corporation may purchase and maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan) against any expense, liability
or loss incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify such
 
 
                                       9
<PAGE>
 
 
person against such expense, liability or loss under the General Corporation Law
of the State of Delaware.
 
M. Savings Clause. If this Article or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each Indemnitee as to any expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with any
action, suit, proceeding or investigation, whether civil, criminal or
administrative, including an action by or in the right of the Corporation, to
the fullest extent permitted by any applicable portion of this Article that
shall not have been invalidated and to the fullest extent permitted by
applicable law.
 
N. Definitions. Terms used herein and defined in Section 145(h) and Section
145(i) of the General Corporation Law of Delaware shall have the respective
meanings assigned to such terms in such Section 145(h) and Section 145(i).
 
                                  ARTICLE VIII
 
         Stockholders of the Corporation may not take any action by written
consent in lieu of a meeting. Notwithstanding any other provisions of law, this
Amended and Restated Certificate of Incorporation or the Bylaws of the
Corporation, and notwithstanding the fact that a lesser percentage may be
specified by law, the affirmative vote of the holders of at least seventy-five
percent (75%) of the votes which all the stockholders would be entitled to cast
in any annual election of directors or class of directors shall be required to
amend or repeal, or to adopt any provision inconsistent with, this Article VIII.
 
                                   ARTICLE IX
 
         Special meetings of stockholders for any purpose or purposes may be
called at any time by the Board of Directors or any member of the Executive
Committee, but such special meetings may not be called by any other person or
persons. Business transacted at any special meeting of stockholders shall be
limited to matters relating to the purpose or purposes stated in the notice of
meeting. Notwithstanding any other provision of law, this Amended and Restated
Certificate of Incorporation or the Bylaws of the Corporation, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
votes which all the stockholders would be entitled to cast in any annual
election of directors or class of directors shall be required to amend or
repeal, or to adopt any provision inconsistent with, this Article IX.
 
                                    ARTICLE X
 
         In furtherance and not in limitation of the powers conferred by law, an
affirmative vote of a majority of the directors present at any regular or
special meeting the Board of Directors of the Corporation at which a quorum is
present shall be required to make, alter, amend and repeal the Bylaws of the
Corporation, subject to the power of the holders of the capital stock of the
Corporation to make, alter, amend or repeal the Bylaws; provided, however, that,
notwithstanding any other provisions of this Amended and Restated Certificate of
Incorporation, the Bylaws or any provision of law which might otherwise permit a
lesser vote or no vote, but in addition to any affirmative vote of the holders
of any particular class or series of the capital stock
 
 
                                       10
<PAGE>
 
 
of the Corporation required by law, this Amended and Restated Certificate of
Incorporation, any Certificate of Designation for any series of Preferred Stock,
or the Bylaws, the affirmative vote of the holders of at least seventy-five
percent (75%) of the voting power of all of the then-outstanding shares of the
Voting Stock of the Corporation, voting together as a single class, shall be
required to alter, amend or repeal this Article X or in order for the
stockholders to alter, amend or repeal any provision of the Bylaws of the
Corporation or to adopt any additional bylaws.
 
                                   ARTICLE XI
 
         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Certificate of
Incorporation, and any other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter provided herein or by statute, and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Amended and Restated
Certificate of Incorporation in its present form or as amended are granted
subject to the rights reserved in this Article XI.
 
 
                                       11
<PAGE>
 
 
         IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be signed by its President this _____
day of ________, 2005.
 
 
                             PENSON WORLDWIDE, INC.
 
 
                             By:
                                  ------------------------------
                                  Daniel P. Son
                                  President
 
 
                                       12