<PAGE>




                              EMPLOYMENT AGREEMENT


     This agreement ("Agreement") is made effective as of June 11, 1996, by and
between Ameron International Corporation, a Delaware corporation, (the
"Company") and James S. Marlen ("Employee").

     In consideration of the mutual promises and agreements set forth herein,
the Company and Employee agree as follows:


1.   TERM.

1.1  The term of this agreement shall be from June 11, 1996 through June 10,
     1999, (the "Term") subject to earlier termination in accordance with the
     provisions of section 10 hereinbelow.  The Term is subject to extension
     upon the mutual agreement of both parties hereto.


2.   POSITION AND TITLE.

2.1  The Company hereby employs Employee as its Chairman of the Board, President
     and Chief Executive Officer, and Employee hereby accepts such employment.

2.2  Employee shall devote substantially all of his efforts on a full time basis
     to the business and affairs of the Company and to its subsidiaries and
     affiliates.  Employee shall not engage in any business or perform any
     services in any capacity whatsoever adverse to the interests of the
     Company.

2.3  Employee shall at all times faithfully, industriously, and to the best of
     his ability, experience and talents, perform all of the duties of the
     office of Chairman of the Board, President and Chief Executive Officer of
     the Company.

2.4  As President and Chief Executive Officer, Employee shall be responsible to
     the Board of Directors for all actions and activities of the Company.


3.   (deleted)


4.   BASE SALARY.


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4.1  As of June 11, 1996, Employee's base salary is $515,000 per year.
     Employee's base salary and performance shall be reviewed annually during
     the Term, by the Board of Directors of the Company and may be increased
     from time to time at the discretion of, and by, such board based on merit
     or such other considerations as such Board shall deem appropriate.


5.   SHORT-TERM INCENTIVE BONUS.

5.1  The Company has adopted a management incentive bonus plan for its
     executives, which plan is currently known as the "Management Incentive
     Compensation Plan" (herein the "MIC Plan"), and a Key Executive Long-Term
     Cash Incentive Plan (herein the "LTIP").

5.2  Employee shall be deemed to be a participant under the MIC Plan and the
     LTIP, as well as any successor management incentive bonus plans adopted by
     the Company for its executives.  Individual goals and guidelines for bonus
     payable to Employee under the MIC Plan and the LTIP, and any successor
     plans, shall be subject to review and approval by the Board of Directors of
     the Company.

5.3  Employee's participation in the MIC Plan and the LTIP shall be in
     accordance with the terms and conditions of those plans and other
     compensation arrangements as agreed to herein.  In the event of Employee's
     termination of employment other than for cause (as defined in paragraph
     10.1 hereinbelow) Employee shall be entitled to a pro-rata portion of the
     award he would have been entitled to receive under the MIC Plan in respect
     of the fiscal year in which Employee's termination date occurs had he
     continued in employment until the end of such fiscal year.

5.4  The Company shall consider in good faith any recommendations of Employee
     with respect to any management incentive bonus plans subsequent to the MIC
     Plan and the LTIP.


6.   STOCK GRANTS & OPTIONS.

6.1  (deleted)

6.2  As promptly as possible, with due consideration to the limitations on
     shares of the Company's stock available for award under the Company's 1992
     Incentive Stock Compensation Plan, the Company shall cause Employee to be
     granted stock options of 100,000 shares of the Company's common stock in
     the form of non-qualified stock options with terms of 10 years from the
     dates of actual grant, with vesting in four installments, each of which
     shall equal twenty-five percent of the shares subject to the


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     option during each of the succeeding four annual periods.  The option price
     for such 100,000 shares shall be $39.50, that being the New York Stock
     Exchange closing market price of the Company's common stock (par value
     $2.50) as of June 24, 1996, as agreed to by the Company's Board of
     Directors at its meeting held on June 24, 1996.

6.3  Except as noted in paragraph 6.2 hereinabove, Employee hereby waives any
     rights to claim any additional stock option grants during calendar years
     1996, 1997 and 1998.  Notwithstanding the foregoing additional stock grants
     may be granted from time to time at the sole discretion of, and by, the
     Board of Directors of the Company.  The Board of Directors of the Company
     shall consider in good faith any recommendations of Employee with respect
     to any alternative formulas or plans for stock options.


7.   (deleted)


8.   PENSION.

8.1  During the Term, the Company shall provide pension benefits to Employee in
     accordance with the terms and conditions of Company's Pension Plan for
     Salaried Employees and its Supplemental Executive Retirement Plan as in
     effect as of June 11, 1993.

8.2  In addition to the pension benefits described in paragraph 8.1 hereinabove,
     the Company shall provide the following additional pension benefits to
     Employee.  Those additional benefits shall be calculated by crediting two
     years of service for each actual year of service during the first 9-1/2
     years of his employment by the Company under the Supplemental Executive
     Retirement Plan described in paragraph 8.1 hereinabove, provided however
     that in no event shall Employee's vested pension benefits from the Company
     at age 65 be less than $114,302 in the event of Employee's voluntary or
     involuntary termination before age 65.

8.3  Vesting of the pension benefits described in paragraphs 8.1 and 8.2
     hereinabove began as of June 11, 1993.

8.4  In the event that Employee's employment is terminated by the Company
     without cause (as defined in paragraph 10.2 hereinbelow) and/or a Change of
     Control (as defined in paragraph 10.5 hereinbelow) during the Term,
     Employee shall be entitled to the vested pension benefits described in
     paragraph 8.1, and those described in paragraphs 8.2 and 8.3 hereinabove
     plus three (3) additional years of credited service.  However, in the event
     that Employee should obtain new employment within three (3) years of the
     date of such termination of employment with the Company, then Employee
     shall be entitled only to the vested pension benefits described in
     paragraphs 8.1, 8.2 and 8.3 hereinabove from the date of such termination
     of employment with the Company and until the effective date of his new
     employment.


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9.   ADDITIONAL EMPLOYEE BENEFITS.

9.1  The Company shall provide Employee the right to participate in its
     Executive Life Insurance plan, together with all other fringe benefit
     programs in which executive officers of the Company generally participate
     so long as such programs are continued by the Company, and all other fringe
     benefit programs which may hereafter be adopted by the Company for its
     executive officers.

9.2  The Company shall provide Employee the right to participate in its medical
     and dental insurance plans.

9.3  In the event that Employee should voluntarily resign or is terminated
     without cause (as defined in paragraph 10.2 hereinbelow) by the Company
     during the Term, the Company shall provide Employee with substantially the
     same level of health and medical benefits in effect for Employee as of the
     date of such resignation or termination, with Employee remaining obligated
     to continuing to pay employee contributions towards such coverage at the
     same level as in effect as of such date, until the earlier of (1) the
     second anniversary of such date of resignation or termination, or (2) the
     date Employee becomes employed by another party.

9.4  The Company shall provide Employee the right to participate in its long-
     term disability insurance plan, which as of this date generally provides
     that in the event of total disability, the plan will provide a benefit
     equal to 60% of base monthly salary less any income received by Employee
     from other sources, such as by way of example and not limitation, Social
     Security and worker's compensation.

9.5  The Company shall provide Employee the right to participate in its 401(k)
     Savings Plan.

9.6  The Company shall reimburse Employee for dues and assessments for
     membership at the Annandale Country Club and the California Club.

9.7  The Company shall provide Employee with the use of a company car
     substantially equivalent to a Cadillac STS, together with normal
     maintenance, insurance and operating expenses.

9.8  Employee shall be entitled to vacation in accordance with the customary
     practice of the company with regard to its executives, which is currently
     four (4) weeks annually.

9.9  Employee shall be reimbursed for financial/tax consulting services actually
     incurred, not-to-exceed $5,000 annually.

9.10 The Company shall reimburse Employee for fees actually paid by Employee to
     his


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     legal counsel in connection with legal review of this employment agreement,
     provided that such reimbursement shall not exceed $5000.00.


10.  TERMINATION; EXTENSION.

10.1 During the Term of this Agreement, the Company's Board of Directors may
     terminate Employee's employment herein at any time for cause as
     contemplated by Section 2924 of the California Labor Code (copy of which in
     effect as of the date hereof is attached hereto as Exhibit "E" and made a
     part hereof), or as a result of  a material breach by Employee of his
     obligations under this Agreement, provided however that Company shall
     provide Employee  with not less than sixty (60) days prior written notice
     describing the behavior or conduct which is alleged by the Company to
     constitute cause for termination, and Employee shall be provided with
     reasonable opportunity to correct such behavior or conduct within that
     notice period.

10.2 In the event that the Company terminates Employee's employment for any
     cause other than the causes set forth in paragraph 10.1 hereinabove, such
     shall be considered to be termination "without cause."  Removal from
     Employee of the title of "President, Chief Executive Officer and Chairman
     of the Board" during the Term, without Employee's consent, shall be deemed
     to be termination without cause.

10.3 In the event that the Company terminates this Agreement or Employee's
     employment hereunder without cause at any time between June 11, 1996 and
     June 10, 1999, except for termination without cause under a Change of
     Control (as that term is defined in paragraph 10.5 hereinabove), then:

     (1)       the Company shall pay Employee a lump-sum severance amount equal
               to 3.5 times the sum of (i) Employee's annual base salary in
               effect as of the date of termination, and (ii) the highest
               management incentive bonus paid to Employee during that period of
               time (but not less than sixty percent (60%) times Employee's
               annual base salary determined as of the date of termination; and

     (2)       all unvested restricted stock grants and stock options granted to
               Employee shall automatically vest in full.

10.4 On or before January 10, 1999 the Company shall review terms for the future
     extension of the Term beyond June 10, 1999.  In the event that following
     their good faith efforts, the Company and Employee are unable to agree on
     reasonable terms for such extension by March 10, 1999, which reasonable
     terms shall be consistent with general competitive practices based on the
     Company's peer group of companies, then, at Employee's option, Employee's
     employment shall terminate on June 10, 1999 and Employee shall be entitled
     to those termination benefits described in paragraphs 8.3,


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     8.4, 9.3, 10.3 (1) and 10.3 (2) hereinabove.  In the event however that the
     Company and Employee continue their good faith negotiations for such an
     extension of the Term through June 10, 1999, but have been unable to reach
     agreement as of that date, this Agreement shall nevertheless be deemed to
     remain in effect until the earlier of the following shall have occurred:
     (1) mutual agreement for an extension is reached, (2) Employee's employment
     is terminated by the Company, or (3) Employee exercises his option to
     consider his employment terminated, in which case Employee shall be
     entitled to those termination benefits described in paragraphs 8.3, 8.4,
     9.3, 10.3(1) and 10.3(2) hereinabove.

10.5 In the event of Change of Control at any time between June 11, 1996 and
     June 10, 1999:

     (1)       all unvested restricted stock grants and stock options granted to
               Employee shall automatically vest in full; and

     (2)       in the event that the Company terminates Employee's employment
               without cause at any time within the period of twelve (12) months
               following the date of Change of Control, then Employee shall be
               entitled to the following termination benefits:

               (i)       the Company shall pay Employee a lump-sum severance
                         amount equal to 2.99 times the sum of (a) Employee's
                         annual base salary in effect as of the date of
                         termination, and (b) the highest management incentive
                         bonus paid to Employee during that period of time (but
                         not less than sixty percent (60%) times Employee's
                         annual base salary determined as of the date of
                         termination;

               (ii)      all unvested restricted stock grants and stock options
                         granted to Employee shall automatically vest in full;
                         and

               (iii)     Employee shall be entitled to the benefits described in
                         paragraphs 8.3, 8.4 and 9.3 hereinabove.

               The provisions of paragraph 10.5(2) above shall not be deemed to
               be additional to those described in paragraph 10.3(1)
               hereinabove.

     Notwithstanding any other provisions in this Agreement or any other
     agreement, plan or arrangement (except as provided in paragraph I of
     Exhibit "T" herein, the provisions of which Exhibit are hereby fully
     incorporated by reference), if any payment or benefit received or to be
     received by Employee, whether under the terms of this Agreement, or any
     other agreement, plan or arrangement with the Company, or any other plan,
     arrangement or agreement with any person whose actions result in a Change
     of


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     Control or any person affiliated with the Company, (all such payments and
     benefits being hereinafter referred to as "Total Payments") would be
     subject, in whole or in part, to taxes imposed by Internal Revenue Code
     ("IRC") Section 4999, then the portion of the Total Payments payable under
     this Agreement shall be reduced as provided in accordance with the
     provisions of Exhibit "T".

     As used herein, the term "Change of Control" means either:  (1) the
     dissolution or liquidation of the Company;  (ii) a reorganization, merger
     or consolidation of the Company with one or more corporations as a result
     of which the Company is not the surviving corporation;  (iii) approval by
     the stockholders of the Company of any sale, lease, exchange or other
     transfer (in one or a series of transactions) of all or substantially all
     of the assets of the Company;  (iv) approval by the stockholders of the
     Company of any merger or consolidation of the Company in which the holders
     of voting stock of the Company immediately before the merger or
     consolidation will not own fifty percent (50%) or more of the outstanding
     voting shares of the continuing or surviving corporation immediately after
     such merger or consolidation; or (v) a change of 25% (rounded to the next
     whole person) in the membership of the Board of Directors of the Company
     within a 12-month period, unless the election or nomination for election by
     stockholders of each new director within such period was approved by the
     vote of 85% (rounded to the next whole person) of the directors then still
     in office who were in office at the beginning of the 12-month period.

10.6 In the event that Employee should voluntarily resign or is terminated for
     cause by the Company during the Term, Employee shall not be entitled to any
     of the termination benefits described in this section 10, other than any
     payment which may be due pursuant to section 10.5 hereinabove.

10.7 In the event that Employee should die or become disabled or incapacitated
     for an uninterrupted period in excess of six (6) months during the Term,
     then (1) all unvested restricted stock grants and stock options granted to
     Employee shall automatically vest in full, and (2) Employee shall remain
     eligible (or entitled as the case may be) for a pro-rated management
     incentive or bonus award for the period prior to Employee's death or
     disability.


11.  COVENANTS.

11.1 Employee agrees that any and all confidential knowledge or information,
     including but not limited to customer lists, books, records, data,
     formulae, specifications, inventions, processes and methods, developments
     and improvements, which has or have been or may be obtained or learned by
     him in the course of his employment with the Company, will be held
     confidential by him and that he will not disclose the same to any person
     outside of the Company either during his employment or after his employment
     by the Company has terminated.


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11.2 Employee agrees that upon termination of his employment with the Company he
     will immediately surrender and turn over to the Company all books, records,
     forms, specifications, formulae, data and all papers and writings relating
     to the business of the Company and all other property belonging to the
     Company, it being understood and agreed that the same are the sole property
     of the Company and that Employee will not make or retain any copies
     thereof.

11.3 Employee agrees that all inventions, developments or improvements which he
     may make, conceive, invent, discover or otherwise acquire during his
     employment by the Company in the scope of his responsibilities or otherwise
     shall become the sole property of the Company.


12.  MISCELLANEOUS.

12.1 All terms and conditions of this Agreement are set forth herein, and there
     are no warranties, agreements or understandings, express or implied, except
     those expressly set forth herein.

12.2 Any modification of this Agreement shall be binding only if evidenced in
     writing signed by both parties hereto.


12.3 Any notice or other communication required or permitted to be given
     hereunder shall be deemed properly given if personally delivered or
     deposited in the United States mail, registered or certified and postage
     prepaid, address to the Company at 245 S. Los Robles Ave., Pasadena, CA
     91101, or to Employee at 437 South Orange Grove Boulevard #5, Pasadena, CA
     91105, or at such other addresses as may from time to time be designated by
     the respective parties in writing.

12.4 The laws of the State of California shall govern the validity of this
     Agreement, the construction of its terms and the interpretation of the
     rights an duties of the parties.

12.5 In the event that any one or more of the provisions contained in this
     Agreement shall for any reason be held to be invalid, illegal or
     unenforceable, the same shall not affect any other provisions of this
     Agreement, but this Agreement shall be construed as if such invalid,
     illegal or unenforceable provisions had never been contained herein.

12.6 This Agreement shall be binding upon, and inure to the benefit of, the
     successors and assigns of the Company and the personal representatives,
     heirs and legatees of Employee.


IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date first


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above written.

AMERON INTERNATIONAL CORPORATION


By:
     -------------------------------
     A. Frederick Gerstell
     Chairman, Compensation & Stock Option Committee
     Board of Directors


EMPLOYEE


------------------------------------
     James S. Marlen



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                                   Exhibit "T"
                                  (Page 1 of 2)


I.   The Total Payments payable under this Agreement shall be reduced to the
     extent necessary so that no portion of the Total Payments shall be subject
     to the parachute excise tax (the "Excise Tax") imposed by IRC Section 4999
     (after taking into account any reduction in the Total Payments provided by
     reason of IRC Section 280G in any other plan, arrangement or agreement) but
     only if the amount determined under the following subparagraph I.(1) is
     greater than the amount determined under the following subparagraph I.(2):

     (1)  The amount determined hereunder shall be the net amount of such Total
          Payments, as so reduced (and after deduction of the net amount of
          Federal, state and local income taxes on such reduced Total Payments
          computed at Employee's highest marginal tax rate).

     (2)  The amount determined hereunder shall be the excess of:

          (i)  the net amount of such Total Payments, without reduction (but
               after deduction of the net amount of Federal, state and local
               income taxes on such Total Payments computed at Employee's
               highest marginal tax rate), over

          (ii) the amount of Excise Tax to which Employee would be subject in
               respect of such Total Payments.

     Any reduction of the Total Payments shall be made under one of the two
     alternative methods described in the following section II.  For purposes of
     this Exhibit "T" and the calculations hereunder, Total Payments shall not
     include any amounts considered a "parachute payment" under IRC Section 280G
     in the opinion of Arthur Andersen LLP (or suitable experts selected by the
     Company's Board of Directors).

II.  If the Total Payments all become payable at approximately the same time:

     (1)  the payments under section 10.5(2)(i)(b) of the Agreement shall first
          be reduced (if necessary, to zero);

     (2)  the payments under section 10.5(2)(i)(a) of the Agreement shall next
          be reduced (if necessary, to zero);

     (3)  the other portions of the Total Payments shall next be reduced (if
          necessary, to zero); and

                                   Exhibit "T"
                                  (Page 2 of 2)

<PAGE>

     (4)  the acceleration of vesting of awards under stock options shall be
          reduced as necessary.

     If the Total Payments do not become due and payable at approximately the
     same time, the respective Total Payments shall be paid in full in the order
     in which they become payable until any portion thereof would not be
     deductible, and such portion (and any subsequent portions) of the Total
     Payments shall be reduced to zero.  In such case, the Company shall make
     every reasonable effort to make such payments in the order that results in
     the most favorable tax treatment and financial results for Employee.

III. For purposes of determining whether and the extent to which the Total
     Payments would be subject to the Excise Tax:

     (1)  no portion of the Total Payments the receipt or enjoyment of which
          Employee shall have effectively waived in writing prior to the date of
          termination shall be taken into account;

     (2)  no portion of the Total Payments shall be taken into account which in
          the opinion of Arthur Andersen LLP (or suitable experts selected by
          the Company's Board of Directors) does not constitute a "parachute
          payment" within the meaning of IRC Section 280G(b)(2), including by
          reason of IRC Section 280G(b)(4)(A);

     (3)  in calculating the Excise Tax, the payments shall be reduced only to
          the extent necessary so that the Total Payments in their entirety
          constitute reasonable compensation for services actually rendered
          within the meaning of IRC Section 280G(b)(4) or are otherwise not
          subject to disallowance as deductions because of IRC Section 280G, in
          the opinion of Arthur Andersen LLP (or suitable experts selected by
          the Company's Board of Directors); and

     (4)  the value of any non-cash benefit or any deferred payment or benefit
          included in the Total Payments shall be determined by Arthur Andersen
          LLP (or suitable experts selected by the Company's Board of Directors)
          in accordance with the principles of IRC Section 280G(d)(3) and (4).

     The Company shall provide Employee with the calculation of the foregoing
     amounts and any supporting materials as are reasonably necessary for
     Employee to evaluate the calculations.  All calculations hereunder shall be
     performed by Arthur Andersen LLP (or suitable experts selected by the
     Company's Board of Directors).