Exhibit 10.1


                    AMENDMENT TO CHANGE OF CONTROL AGREEMENT



     This  Amendment to Change of Control  Agreement  ("Amendment")  is made and
entered  into as of  November  19,  2008,  by and between  Ameron  International
Corporation,   a  Delaware   corporation  (the   "Company"),   and  Gary  Wagner
("Employee") for the purpose of amending the Change of Control  Agreement by and
between  the  Company  and  Employee   dated  as  of  September  23,  1998  (the
"Agreement").

     WHEREAS,  the Company and  Employee  desire to amend the  Agreement  on the
terms and conditions hereinafter set forth;

     NOW, THEREFORE,  in consideration of the mutual promises and agreements set
forth herein, and other valuable  consideration,  the receipt and sufficiency of
which are  hereby  acknowledged,  the  Company  and  Employee  hereby  amend the
Agreement as follows:

1.   Paragraph 5.1(1) shall be revised to read in its entirety as follows:

     "5.1 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
          three  (3) 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."

2.   Paragraph 5.3 shall be revised to read in its entirety as follows:

     "5.3  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."
<PAGE>

3.   A new  Paragraph  7.8 shall be added,  which shall read in its  entirety as
     follows:

     "7.8  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."

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment 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/ Gary Wagner
                                ---------------
                                    Gary Wagner