Exhibit 10.4


                           CHANGE OF CONTROL AGREEMENT



     This change of control agreement  ("Agreement") is made effective as of May
27,  2008,  by  and  between  Ameron  International   Corporation,   a  Delaware
corporation (the "Company") and Stephen E. Johnson ("Employee").

                                   WITNESSETH

     WHEREAS, if certain corporate  transactions were proposed or pending,  such
potential transactions could result in distractions to Employee's performance at
a critical period; and

     WHEREAS, Employee and Company wish to enter into this Agreement in order to
provide  security to Employee as a means of maintaining  performance  under such
circumstances;

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

2.   Term.
     -----

     2.1 The term of this  Agreement (the "Term") shall commence on May 27, 2008
and shall be for two years,  subject to earlier  termination in accordance  with
the  provisions of Section 4  hereinbelow.  Beginning on May 28,2008 and on each
day thereafter,  the Term shall automatically be extended for an additional day,
unless the Company notifies Employee in writing that it does not wish to further
extend the Term.

3.   Position and Title.
     -------------------

     3.1 The Company,  on behalf of itself and its affiliates and  subsidiaries,
currently  employs  Employee as Senior  Vice  President,  Secretary  and General
Counsel.

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

     3.3 Employee shall at all times faithfully,  industriously, and to the best
of his  ability,  experience,  and  talents  perform  all of the  duties  of his
position.

4.   Compensation.
     -------------

     4.1 As of the date of this  Agreement,  Employee's  annual  base  salary is
$340,000.  Employee's base salary and performance shall be reviewed periodically
at intervals  determined by the Board of Directors of the Company (the "Board"),
and Employee's  base salary may be increased from time to time based on merit or
such other considerations as the Board may deem appropriate.
<PAGE>

5.   Termination of Employment.
     --------------------------

     For purposes of this  Agreement  only, a  Termination  Without  Cause shall
exist if Employee is terminated by the Company for any reason except:

               (1)  Willful  breach  of duty by  Employee  in the  course of his
          employment or habitual neglect of his duty or continued  incapacity to
          perform it, as  contemplated  by Section 2924 of the California  Labor
          Code;

               (2) Willful  malfeasance  or gross  negligence by Employee in the
          performance of his duties;

               (3)  Any  act of  fraud,  insubordination  or  other  conduct  by
          Employee which demonstrates gross unfitness for service; or

               (4)  Employee's  conviction  (or entry of a plea of guilty,  nolo
          contendere or the equivalent) for any crime involving moral turpitude,
          dishonesty  or breach of trust or any felony  which is  punishable  by
          imprisonment in the jurisdiction involved.

     Additionally,  if Employee  terminates  employment with the Company because
(a)  Employee's  annual  base  salary  is  reduced  below the  amount  stated in
Paragraph 3.1 hereinabove  (unless such reduction is part of an across the board
reduction   affecting  all  Company   executives  with  a  comparable  level  of
responsibility,  title or  stature),  or (b)  Employee is removed from or denied
participation  in incentive  plans,  benefit  plans,  or  perquisites  generally
provided  by the  Company  to  other  executives  with  a  comparable  level  of
responsibility,   title  or  stature,   or  (c)  Employee's   target   incentive
opportunity,  benefits or perquisites are reduced  relative to other  executives
with  comparable  responsibility,  title or stature,  or (d)  Employee's  title,
duties or  responsibilities  with the Company are significantly  reduced, or (e)
Employee is required to relocate to an area outside the Metropolitan Los Angeles
area, such event shall be considered a Termination Without Cause;  provided that
Employee must furnish  written  notice to the Company  setting forth the reasons
for Employee's intention to terminate  employment under this paragraph,  and the
Company shall have an opportunity  to cure the actions or omissions  forming the
basis for such intended termination,  if possible, within thirty (30) days after
receipt of such written notice.

6.   Change of Control.
     ------------------

     6.1 In the event of a Change of Control of the  Company at any time  during
the Term of this Agreement,  and Employee's  Termination  Without Cause within a
period of twelve  (12)  months  following  the date of such  Change of  Control,
Employee shall be entitled to the following benefits:

               (1) The Company  shall pay Employee a lump-sum  severance  amount
          within thirty (30) days following  Termination  Without Cause equal to
          two (2) times the sum of (a) the higher of the Employee's  annual base
          salary at the time of  Termination  Without  Cause or the annual  base
          salary  stated in Paragraph 3.1 above,  and (b)the  average of the two
          most recent annual bonuses which have been earned by Employee (whether
          paid or payable in cash or deferred) under the Company's  annual bonus
          plan (currently known as the "Management Incentive Compensation Plan")
          and the amounts of which have been determined prior to the Termination
          Without  Cause.  In the event  Employee  has not been  employed by the
          Company  long enough to have at least two such annual  bonuses  earned
          and  determined  prior  to the  Termination  Without  Cause,  then the
          "average of the two most recent annual bonuses" for purposes of clause
          (b) of this paragraph shall mean (x) Employee's one annual bonus which
          has been earned and determined prior to the Termination Without Cause,
          if Employee  has only one such  bonus,  or (y)  Employee's  annualized
          target bonus for his or her first annual bonus cycle,  if Employee has
          no annual bonuses which have been earned and  determined  prior to the
          Termination Without Cause.
<PAGE>

               (2) The Company  shall  provide for Employee to receive  medical,
          dental,  life,  and  disability  insurance  coverage for two (2) years
          following  Termination  Without  Cause  at  levels  and a net  cost to
          Employee comparable to that provided to Employee  immediately prior to
          Employee's Termination Without Cause.

               (3) The Company shall pay Employee an additional  lump-sum amount
          within thirty (30) days following Employee's Termination Without Cause
          equal to a pro-rated  portion of Employee's  target incentive  bonuses
          (based on the period prior to Termination  Without Cause in proportion
          to the entire  period for which such  bonuses are  payable)  under the
          Company's annual and long-term  management cash incentive plans, which
          are currently known as the "Management  Incentive  Compensation  Plan"
          and "Key Executive Long-Term Cash Incentive Plan."

     6.2 In the event of a Change of Control at any time during the term of this
Agreement,  all unvested  restricted  stock grants and stock options  granted to
Employee shall automatically vest in full upon the Change of Control.

     6.3  Notwithstanding  any other  provisions in this  Agreement or any other
agreement,  plan or  arrangement,  if any  payment or benefit  received or to be
received  by  Employee,  whether  under  terms of this  Agreement  or any  other
agreement,  plan or arrangement  with the Company or an affiliate of 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 Total Payments 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).  Total
Payments  shall not include any amounts  which are not  considered as "parachute
payments" under IRC Section 280G in the opinion of suitable  experts selected by
the Company's  Board of Directors.  The Company shall provide  Employee with the
calculation  of the foregoing  amounts and any supporting  materials  reasonably
necessary for Employee to evaluate the calculations.  Any reduction in the Total
Payments in  accordance  with this  Paragraph 5.3 shall be made in a manner such
that the  reduction  of  compensation  to be provided to Employee as a result of
this Paragraph 5.3 is minimized. In applying this principle, the reduction shall
be made in a manner  consistent  with the  requirements  of IRC Section 409A and
where two economically  equivalent  amounts are subject to reduction but payable
at different  times,  such amounts  shall be reduced on a pro rata basis but not
below zero.

     6.4 As used  herein,  the term  "Change of  Control"  means  either (a) the
dissolution  or  liquidation  of the Company,  (b) a  reorganization,  merger or
consolidation  of the Company with one or more entities as a result of which the
Company is not the surviving  entity,  (c) 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,  (d)
approval by the stockholder 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  entity  immediately
after such merger or  consolidation,  or (e) a change of 25% or more (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 at least 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.
<PAGE>

     6.5 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
provisions  of this  Agreement,  and the amounts  payable to Employee  hereunder
shall not be reduced or offset by any  payments  received by Employee on account
of other employment.

7.   Covenants.
     ----------

     7.1 Employee  acknowledges  that he has entered  into an  "Employee  Patent
Assignment and Non-Disclosure Agreement" with the Company.

     7.2  Employee  agrees to provide a release of any  claims  with  respect to
termination  of his  employment  on such  form as  reasonably  requested  by the
Company upon payment of the sums provided in Paragraph 5.1  hereinabove  and the
Company's  agreement to perform its other  obligations  under this Agreement and
any other agreement(s) between the Company and Employee.

8.   Miscellaneous Provisions.
     -------------------------

     8.1 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.

     8.2 Any  modifications to this Agreement shall be binding only if evidenced
in writing signed by all parties hereto.

     8.3 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,  addressed
to the Company at 245 S. Los Robles Avenue, Pasadena, CA 91101 or to Employee at
his most  recent  home  address  on file  with  the  Company,  or at such  other
addresses as may from time to time be  designated  in writing by the  respective
parties.

     8.4 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 involved.

     8.5 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  provision  of this  Agreement,  but this
Agreement  shall be  construed  as if such  invalid,  illegal  or  unenforceable
provisions had never been contained herein.

     8.6 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.

     8.7 The term "Company" shall include, with respect to employment hereunder,
any  subsidiary or affiliate of the Company,  as well as any successor  employer
following a Change of Control.

     8.8  Notwithstanding  any other provisions of this Agreement,  in the event
the Employee is a specified employee (within the meaning of IRC Section 409A and
as determined pursuant to any rules adopted for such purposes by the Company) as
of the date of his termination of employment,  any payment or benefit  otherwise
required to be made as a result of Employee's  termination of employment that is
considered  to be  deferred  compensation  under  IRC  Section  409A(a)(2)(B)(i)
payable on account of a "separation  from service" (as  distinguished  from, for
instance,  at a specified time or fixed schedule as described under Treas.  Reg.
ss.  1.409A-3(a)(4)  and -3(i)) and that is not exempt from IRC Section  409A as
involuntary separation pay or a short-term deferral (or otherwise), shall not be
paid,  provided or commenced until the later of (i) six months after the date of
Employee's  "separation  from service" (within the meaning of IRC Section 409A),
or, if earlier, Employee's death, and (ii) the payment date or commencement date
specified in the Agreement for such  payment(s) or  benefit(s).  On the earliest
date on which such  payments or  benefits  can be made,  provided  or  commenced
without  violating the  requirements of IRC Section  409A(a)(2)(B)(i),  Employee
shall be paid,  in a single  cash lump sum,  an  amount  equal to the  aggregate
amount of all payments and benefits delayed pursuant to the preceding  sentence.
The provisions of this paragraph shall only apply to the minimum extent required
to avoid  Employee's  incurrence  of any  additional  tax or interest  under IRC
Section 409A or any  regulations  or other  Internal  Revenue  Service  guidance
promulgated thereunder.
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date first above written.


                                AMERON INTERNATIONAL CORPORATION


                                By /s/ James S. Marlen
                                   -------------------
                                       James S. Marlen
                                       Chairman of the Board and
                                       Chief Executive Officer


                                EMPLOYEE


                                /s/ Stephen E. Johnson
                                ----------------------
                                    Stephen E. Johnson