AMENDMENT TO CHANGE OF CONTROL AGREEMENT

Exhibit 10.2


                    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 James R. McLaughlin
("Employee") for the purpose of amending the Change of Control   Agreement by and
between the Company and Employee dated as of June 20, 2000 (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:

               (2) 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."

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