Exhibit 10.1
    

    
      

      [Letterhead of World Fuel Services]



    

    
      April 9, 2012
    

    
      Re:  Amendment No. 2 to Employment Agreement


Dear
      Mr. Kasbar,
    

    
      This letter amends the terms of the Agreement by and between you and
      World Fuel Services Corporation (the “Company”), dated March 14, 2008,
      as it may be amended from time to time (the “Employment
      Agreement”).  All capitalized terms used in this amendment but not
      otherwise defined herein will have the same meaning as defined in the
      Employment Agreement.
    

    
      You and the Company desire to amend the Employment Agreement to extend
      the current expiration date of the Employment Agreement from December
      31, 2015 to December 31, 2016 and to make certain changes to your base
      salary.  Accordingly, in accordance with Section 14(a) of the Employment
      Agreement, the parties hereby agree to amend the terms of the Employment
      Agreement as set forth in this amendment.  This amendment will become
      effective immediately upon execution by both parties.  
    

    
      Notwithstanding anything to the contrary set forth in the Employment
      Agreement or any other agreement that relates to your employment:
    


    	
           
        	
          1.
        	
          
            Employment. You hereby agree that the first sentence of
            Section 1 of the Employment Agreement is hereby deleted in its
            entirety and replaced with the following:
          

        


    

    
      “1.       Employment.  Effective
      as of March 30, 2012 (the “Amendment Effective Date”), the Company
      hereby employs Executive pursuant to the terms and conditions of this
      Agreement for a term (the “Amendment Initial Term”), commencing on March
      30, 2012 and ending on December 31, 2016, unless sooner terminated in
      accordance with Section 4 hereof.”
    


    	
           
        	
          2.
        	
          
            Base Salary. You hereby agree that the following sentence
            from Section 2.1 of the Employment Agreement is hereby deleted in
            its entirety:
          

        


    

    
      “The Compensation Committee has determined that, as of the Amendment
      Effective Date, the Company shall pay you an annual base salary equal to
      Seven Hundred Fifty Thousand Dollars ($750,000).”
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          3.
        	
          
            Good Reason Waiver. You hereby acknowledge and agree that
            the reduction in your 2012 Base Salary from $750,000 to $575,000
            shall not serve as a basis for you to terminate your employment
            for Good Reason.
          

        
	
           
        
	

        	
          4.
        	
          
            Full Force and Effect. Except as specifically set forth
            herein, this amendment shall not, by implication or otherwise,
            alter, amend or modify in any way any terms of the Employment
            Agreement, all of which shall continue in full force and effect.
          

        
	
           
        
	

        	
          5.
        	
          
            Governing Law/Jurisdiction. The validity and effect of this
            amendment shall be governed by and construed and enforced in
            accordance with the laws of the State of Florida, without regard
            to any conflict-of-law rule or principle that would give effect to
            the laws of another jurisdiction. Any dispute, controversy, or
            question of interpretation arising under, out of, in connection
            with, or in relation to the Employment Agreement or any amendments
            thereof, or any breach or default hereunder, shall be submitted
            to, and determined and settled by, litigation in the state or
            federal courts in Miami-Dade County, Florida. Each of the parties
            hereby irrevocably submits to the exclusive jurisdiction of the
            state and federal courts sitting in Miami-Dade County, Florida.
            Each party hereby irrevocably waives, to the fullest extent it may
            effectively do so, the defense of an inconvenient forum to the
            maintenance of any litigation in Miami-Dade County, Florida.
          

        
	
           
        
	

        	
          6.
        	
          
            Counterparts. This amendment may be executed in any number
            of counterparts, each of which shall be deemed an original, and
            all of which shall constitute one and the same instrument.
          

        
	
           
        
	

        	
          7.
        	
          
            Entire Agreement. This amendment, together with the
            Employment Agreement, contains the entire agreement between you
            and the Company concerning the subject matter hereof and
            supersedes all prior agreements, understandings, discussions,
            negotiations and undertakings, whether written or oral, between
            you and the Company with respect hereto.
          

        


    

    
      

      


    


    	
          
            April 9, 2012
          

        	
          
            WORLD FUEL SERVICES CORPORATION
          

        	

        
	

        	

        	
           
        
	
          
             
          

        	
          
             
          

        	
          
            by
          

        	

        	

        
	

        	

        	

        	
          /s/ R. Alexander Lake
        	

        
	

        	

        	

        	
          Name: R. Alexander Lake
        	

        
	

        	

        	

        	
          
            Title: Senior Vice President,
          

          
            General Counsel and Corporate
          

          
            Secretary
          

        	

        


    

    
      
        

        

      

      
        
          2
        

        
          


        

      

      
        

        

      

    

    

    

    
      ACCEPTED AND AGREED,
    


    	
           
        	
          /s/ Michael J. Kasbar
        	

        
	

        	
          Name: Michael J. Kasbar
        	

        


    

    
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