<PAGE>

                                                                     EXH. 10

                                 AMENDED AND RESTATED

                                 EMPLOYMENT AGREEMENT



     This amended and restated employment 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").  It
supersedes and replaces the Employment Agreement previously entered into between
the Company and Employee which was effective as of June 11, 1996.

     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 commence on June 11, 1996, and
               shall be automatically extended from day to day so that it always
               has a remaining term of three years and six months or until
               Employee attains age 67-1/2, if sooner (the "Term"), subject to
               earlier termination in accordance with the provisions of section
               10 hereinbelow.  In no event shall the Term of this Agreement
               extend beyond the date when Employee attains age 67-1/2, unless
               the Company and Employee hereafter expressly agree in writing to
               extend the Term of this Agreement beyond such date.

     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.

<PAGE>

     3.   (Deleted)

     4.   BASE SALARY.

          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)

                                       2
<PAGE>

          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
               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, an 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 pensions 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.

                                       3
<PAGE>

          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 due to or following a Change of Control (as defined in
               paragraph 10.5 hereinbelow) during the Term, Employee shall be
               entitled to continue to accrue the pension benefits described in
               paragraphs 8.1, 8.2 and 8.3 hereinabove for the additional period
               starting from the date of such termination of employment with the
               Company and continuing until the effective date of his obtaining
               of new employment, if any; provided however that such additional
               period for the accrual of those pension benefits shall not exceed
               three (3) years from the date of termination of employment with
               the Company.  

     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.

                                       4
<PAGE>

          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 legal counsel in connection with legal review of
               this employment agreement, provided that such reimbursement shall
               not exceed $5,000.00.

          9.11 The Company agrees that in the event of an audit of Employee's
               tax returns by the Internal Revenue Service with respect to
               issues arising under this Agreement (including, but not limited
               to, Section 10.5 hereof), Employee will have the right to select
               his own professional advisors to represent Employee in the audit
               proceedings, and the reasonable expenses thereof shall be borne
               by the Company.
 
     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 

                                       5
<PAGE>

               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 Employee's employment
               without cause at any time during the Term of this Agreement,
               except for termination without cause due to or following a Change
               of Control (as that term is defined in paragraph 10.5
               hereinbelow), then:

               (1)  the Company shall pay Employee a lump-sum severance amount
                    within thirty (30) days following termination equal to 3.5
                    (or the number of years and fractional years remaining in
                    the Term, if the remaining Term of this Agreement is less
                    than three years and six months as of the date of the
                    termination) 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
                    the three and one-half years preceding termination (but not
                    less than sixty percent (60%) times Employee's annual base
                    salary determined as of the date of termination); 

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

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

               Employee shall not be obligated to seek other employment or take
               any other action by way of mitigation of the amounts payable to
               Employee under any of the provisions of this Agreement.  
               
          10.4 The Term of this Agreement shall be automatically extended from
               day to day so that it always has a remaining term of three years
               and six months (or until Employee attains age 67-1/2, if sooner)
               until the Company or Employee shall give written notice to the
               other that the Term shall not be further extended.  In such event
               the Term shall end three years and six months after delivery of
               such written notice in the manner provided in paragraph 12.3
               hereinbelow (or when Employee attains age 67-1/2, if sooner).  If
               the Company notifies Employee that the Term shall not be further
               extended, then Employee may elect within 90 days after receipt of
               such notice to terminate employment and consider his employment
               to have been terminated by the Company without cause, in which
               case Employee shall be entitled to those termination benefits
               described in paragraph 10.3 hereinabove.

                                       6
<PAGE>

          10.5 In the event of a Change of Control at any time during the Term
               of this Agreement:

               (1)  All unvested restricted stock grants and stock options
                    granted to Employee shall automatically vest in full upon a
                    Change of Control.

               (2)  In the event that the Company terminates Employee's
                    employment without cause at any time during the Term of this
                    Agreement within the period of twelve (12) months following
                    the date of a Change of Control, then Employee shall be
                    entitled to the termination benefits described in paragraph
                    10.3 hereinabove; provided that the lump-sum severance
                    amount paid to Employee under this paragraph 10.5(2) which
                    is calculated based on paragraph 10.3(1) hereinabove (i)
                    shall be reduced to equal the present value, determined in
                    accordance with IRC 280G(d)(4), of the lump-sum severance
                    amount which would otherwise be payable under paragraph
                    10.3(1), and (ii) shall be reduced to offset compensation
                    and other earned income earned by Employee in the manner
                    provided in paragraphs 10.5(3) and (4) below.   

               (3)  The amount of the lump-sum severance amount payable to
                    Employee under paragraph 10.5(2) which is calculated based
                    on paragraph 10.3(1) shall be reduced by one hundred percent
                    (100%) of any compensation and other earned income (within
                    the meaning of Section 911(d)(2)(A) of the Internal Revenue
                    Code ("IRC")) which is earned by Employee for services
                    rendered to persons or entities other than the Company or
                    its affiliates during the remaining Term of this Agreement
                    as of the date of termination.  Health and medical benefits
                    shall be offset as provided in paragraph 9.3.

               (4)  Not less frequently than annually (by December 31 of each
                    year), Employee shall account to the Company with respect to
                    all compensation and other earned income earned by Employee
                    which is required hereunder to be offset against the 
                    lump-sum severance amount received by Employee from the 
                    Company under paragraph 10.5(2) which is calculated based on
                    paragraph 10.3(1).  If the Company has paid a lump-sum
                    severance amount in excess of the amount to which Employee
                    is entitled (after giving effect to the offsets provided
                    above), Employee shall reimburse the Company for such excess
                    by December 31 of such year.  The requirements imposed under
                    this paragraph shall terminate on December 31 of the last
                    calendar 

                                       7
<PAGE>

                    year which begins during the remaining term of this 
                    Agreement as of the date of termination.

               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 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 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 paragraph 9.3 or 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 

                                       8
<PAGE>

               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 prorated management incentive or bonus 
               award for the period prior to Employer'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.

          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, development 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, 

                                       9
<PAGE>

               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 and 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 above written.

AMERON INTERNATIONAL CORPORATION


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


EMPLOYEE



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

                                       10

<PAGE>











                                      EXHIBIT E



<PAGE>





                              DEERING'S CALIFORNIA CODES




                                      LABOR CODE
                                      ANNOTATED


                              OF THE STATE OF CALIFORNIA


                                ADOPTED APRIL 24, 1937
                             with amendments through the
               First Extraordinary Session of the 1989-1990 Legislature





          Section 2924.  Employment for specified term; Grounds for
          termination by employer
          An employment for a specified term may be terminated at any
          time by the employer in case of any willful breach of duty
          by the employee in the course of his employment, or in case
          of his habitual neglect of his duty or continued incapacity
          to perform it.
          Enacted 1937.  Amended Stats 1969, ch 1529 Section 3; Stats
          1971, ch 1580 Section 2, ch 1607 Section 3.


<PAGE>













                                      EXHIBIT T

<PAGE>

                                     Exhibit "T"
                                     (Page  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 which are not 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 10.3(1)(ii) of the Agreement shall first be
          reduced (if necessary, to zero);

     (2)  the payments under section 10.3(1)(i) 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

<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 noncash 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).