AMENDMENT TO CHANGE OF CONTROL AGREEMENT

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