8-K

United StatesSECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report(Date of earliest event reported)       January 27, 2011

AMERON INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware	1-9102	77-0100596
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

245 South Los Robles Avenue	91101
Pasadena, California	(Zip Code)
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code  (626) 683-4000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01      Entry into a Material Definitive Agreement

On January 27, 2011, the Company’s Board of Directors approved an amendment to Section 8 of the Company’s form of restricted stock agreement, for use in future grants of restricted stock to officers and to directors, to reflect the Board’s earlier determination that dividends on restricted stock should accrue but remain unpaid until the stock vests. A copy of the amended Section 8 to the restricted stock agreements is attached hereto as Exhibits 10.1.

Item 2.02.     Results of Operations and Financial Condition.

On January 31, 2011, Ameron International Corporation (the “Company”) issued a press release regarding the Company’s results of operations for the fiscal year ended November 30, 2010. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01      Regulation FD Disclosure

On January 27, 2011, the Board of Directors revised the Company’s Corporate Governance Guidelines. A copy of the revised Corporate Governance Guidelines are attached as Exhibit 99.2 to this Current Report on Form 8-K and can be found on the Company’s website www.ameron.com by following the links to “Shareholders” and “Corporate Governance.”

On January 27, 2011, the Board of Directors also revised the charters for each of the Audit Committee, Compensation Committee and Nominating and Governance Committee of the Board of Directors. A copy of the revised charters are attached as Exhibits 99.3, 99.4 and 99.5 to this Current Report on Form 8-K and can also be found on the Company’s website www.ameron.com by following the links to “Shareholders” and “Corporate Governance.”

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.

Item 9.01.     Financial Statements and Exhibits

Exhibit No.	Description
10.1	Amended Form of Section 8 of Restricted Stock Agreement for Employees and Directors
99.1	News Release dated January 31, 2011
99.2	Corporate Governance Guidelines
99.3	Audit Committee Charter
99.4	Compensation Committee Charter
99.5	Nominating and Corporate Governance Committee Charter

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

	AMERON INTERNATIONAL CORPORATION
Dated: February 1, 2011	By:	/s/ Leonard J. McGill
		Leonard J. McGill
		Senior Vice President, Secretary and General Counsel

EXHIBIT INDEX

Exhibit
10.1	Amended Form of Section 8 of Restricted Stock Agreement for Employees and Directors
99.1	News Release dated January 31, 2011
99.2	Corporate Governance Guidelines
99.3	Audit Committee Charter
99.4	Compensation Committee Charter
99.5	Nominating and Corporate Governance Committee Charter

EX-10.1

Exhibit 10.1

8.        Voting; Dividends; Adjustments.  The Employee shall be entitled (provided that the obligation set forth in Section 6 hereof has been satisfied) to exercise all voting rights with respect to the Restricted Shares and, upon vesting, to receive all dividends accrued with respect thereto.  All previously declared dividends shall be accrued with respect to such Restricted Shares and shall be paid upon vesting of such shares in accordance with the preceding sentence, together with interest thereon at the rate of 5% per year, calculated from the payment date of such dividend to the vesting date.  

In the event that the outstanding securities of any class then comprising the Restricted Shares are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or cash, property and/or securities are distributed in respect of such outstanding securities, in either case as a result of a recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the Company shall determine otherwise, the term "Restricted Shares" shall, from and after the date of such event, include such cash, property and/or securities so distributed in respect of the Restricted Shares, or into or for which the Restricted Shares are so increased, decreased, exchanged or converted.

EX-99.1

Exhibit 99.1

Ameron Reports Higher 2010 Earnings

PASADENA, Calif.--(BUSINESS WIRE)--January 31, 2011--Ameron International Corporation (NYSE: AMN) today reported net income of $46.3 million, or $5.00 per diluted share, in the year ended November 30, 2010, compared to $33.3 million, or $3.61 per diluted share, in 2009. Sales totaled $503.3 million in 2010, compared to $546.9 million in 2009. Earnings included a loss from discontinued operations of $.11 per diluted share in 2010, related to the write-down of a property formerly used by the Company’s former Coatings business, compared to income from such discontinued operations of $.09 per diluted share in 2009.

Earnings per diluted share in the fourth quarter of 2010 totaled $2.88, compared to earnings per diluted share of $1.53 in the fourth quarter of 2009. Sales totaled $123.5 million in the fourth quarter of 2010, compared to $136.6 million in the fourth quarter of 2009. The fourth quarter of 2010 included the pretax gain on the sale of TAMCO, the Company’s 50%-owned steel mini-mill, of $48.4 million, which was partially offset by a pretax expense of $.9 million related to an unexpected judgment by a French appeals court of a case dating back to 1996. The fourth quarter of 2010 also included an after-tax expense of $4.1 million related to the non-cash taxes associated with the Company’s subsidiary in the Netherlands primarily due to the write-off of accumulated tax loss carry forwards that are currently forecasted to expire unutilized, income taxes of $1.7 million related to the repatriation of $44.2 million of cash from the Company’s foreign operations into the U.S. and the after-tax loss from discontinued operations of $.11 per share in the fourth quarter.

James S. Marlen, Ameron’s Chairman, Chief Executive Officer and President, commented, “We are pleased with the Company’s performance, especially given the challenging market conditions which continued to negatively impact Ameron’s businesses throughout 2010. Without the full-year effects of TAMCO and the fourth-quarter non-operating items highlighted above, the Company’s performance in 2010 was in the range forecasted at the beginning of the year. Profitability was supported by Management’s continued focus on cost reductions and productivity improvements. Additionally, cash flow from operations remained solid; and cash balances grew, even after a special dividend of $3.00 per share which was paid at the end of 2010, due to the proceeds from the TAMCO sale.”

The Fiberglass-Composite Pipe Group strengthened in the fourth quarter. Fiberglass-Composite Pipe Group’s fourth-quarter sales increased to $64.8 million, from $56.3 million in 2009 and from $60.1 million in the third quarter of 2010. Full-year sales increased to $244.1 million in 2010, from $225.4 million in 2009. Segment income of the Fiberglass-Composite Pipe Group was also higher in the fourth quarter than in the third quarter of 2010; however, the increase was not sufficient to raise full-year profits over those of the prior year. Fourth-quarter segment income totaled $15.5 million in 2010, compared to $14.8 million in the third quarter of 2010 and $20.0 million in the fourth quarter of 2009. The Group’s full-year segment income totaled $62.1 million in 2010, compared to $68.2 million in 2009. Compared to the same periods in 2009, fourth-quarter and full-year 2010 sales rose primarily in key onshore oilfield and mining markets in North and South America. Corresponding sales from Asian operations into marine and offshore energy exploration and production markets declined and were replaced in part by lower-margin industrial sales. Fourth-quarter sales from Brazilian operations increased slightly over the same period in 2009, while full-year sales were significantly higher due in part to the startup in late 2009 of the new Centron operation which produces onshore oilfield piping. Additionally, greater penetration into municipal water markets and the rising value of the local currency benefited Brazilian operations. Group-wide profits were impacted in the fourth quarter and throughout 2010 by a shift in demand away from higher-margin marine and offshore projects and by higher raw material costs. Marine and offshore orders continued to slow in the last several months; however, higher energy prices are spurring orders for oilfield piping. Looking forward, the Fiberglass-Composite Pipe Group continues to see strong demand due primarily to energy-related projects.

Infrastructure Products Group’s sales continued to decline in the fourth quarter of 2010 due to the overall weakness in residential and commercial construction markets throughout the U.S. Fourth-quarter sales totaled $29.3 million in 2010, compared to $36.6 million in the fourth quarter of 2009 and $32.6 million in the third quarter of 2010. Full-year sales declined to $121.3 million in 2010, from $144.2 million in 2009. Profits declined consistent with the sales decline and were lower in both the fourth quarter and the full year. Fourth-quarter segment income declined to $3.3 million in 2010, from $3.9 million in 2009. Full-year profits declined to $10.3 million, from $13.2 million in 2009. Sales and profits of the Hawaii Division for the fourth quarter and the full year were lower than in the same periods in 2009 due to the weak demand for aggregates and concrete on both Oahu and Maui. Most markets in Hawaii declined, except those related to governmental and military spending. Hawaii’s profits were lower due to declining sales. While sales of concrete and steel poles remained lower in the quarter and in 2010, compared to the same periods in 2009, profits of the Pole Products Division improved due to cost reduction programs and higher efficiencies. Sales of concrete poles were impacted by the depressed level of housing construction, while sales of steel traffic poles were impacted by fiscal constraints on highway spending. The Infrastructure Products Group is expected to continue to be affected by the slowdown in construction spending in Hawaii and the low level of residential construction spending throughout the U.S. Demand for Pole Products Division’s decorative concrete poles for residential and commercial lighting applications appears to have stabilized. However, major recoveries of the residential construction markets and the Infrastructure Products Group are not expected in the near term.

Water Transmission Group’s sales fell in the fourth quarter, compared to both the third quarter of 2010 and the fourth quarter of 2009. Full-year sales were also lower than in 2009. The bulk of the declines for the fourth quarter and the full year came from the wind tower business which suffered throughout 2010 because of depressed demand. Water Transmission Group’s sales totaled $29.4 million in the fourth quarter of 2010, compared to $41.4 million in the third quarter of 2010 and $43.7 million in the fourth quarter of 2009. Full-year sales declined in 2010 to $137.9 million, from $177.3 million in 2009, with $33.9 million of the decline from wind towers. The Water Transmission Group lost $1.5 million and $1.4 million in the fourth quarters of 2010 and 2009, respectively. For the full year, the Group lost $1.0 million in 2010, compared to earning $1.9 million in 2009. Most of the losses came from the wind tower business as a result of the lack of sales. Until the wind energy markets improve and more financing becomes available to the wind industry, the Group's wind tower activity is expected to remain depressed. Near term, the water pipe business is also expected to continue to experience soft market demand. The timing of bid activity has been negatively affected by the economy, municipal budgets and availability of financing. The Company continues to monitor a number of major wind tower and pipe projects; however, it remains uncertain when owners, water agencies and municipalities will proceed with these projects.

The current economic conditions continue to make forecasting challenging. Full-year 2011 earnings from continuing operations are forecasted to be in the range of $3.00 to $3.50 per share, before unusual items. The first quarter of 2011 is starting slowly due to weather delays and project timing. The full year remains heavily dependent on the recovery in construction markets and the ongoing progress of the Company’s internal initiatives, with potential upside in the Fiberglass-Composite Pipe Group.

“While certain markets continue to remain weak, we are pleased with 2010 results and look forward to an improvement in 2011. The Company will be led by the Fiberglass-Composite Pipe Group and constrained by its cyclical, construction-related businesses. We will continue to focus on controlling costs to maximize profits in spite of the softness in some areas, and we are actively reviewing all operations for improvements and opportunities. Likewise, we are investing in expanding and enhancing the Company’s capabilities and markets throughout the world. We remain optimistic that as the economy recovers, the Company should achieve superior long-term results by capitalizing on its strong existing market positions and its ability to expand into new markets,” concluded James S. Marlen.

About Ameron International Corporation

Ameron International Corporation is a multinational manufacturer of highly-engineered products and materials for the chemical, industrial, energy, transportation and infrastructure markets. Traded on the New York Stock Exchange (AMN), Ameron is a leading producer of water transmission lines and fabricated steel products, such as wind towers; fiberglass-composite pipe for transporting oil, chemicals and corrosive fluids and specialized materials; and products used in infrastructure projects. The Company’s businesses operate in North America, South America, Europe and Asia. The Company also has partial ownership in several unconsolidated affiliates in the Middle East.

All statements in this press release and in all future press releases that do not directly and exclusively relate to historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements represent the intentions, plans, expectations and beliefs of Ameron International Corporation (the “Company” or “Ameron”), and are subject to risks, uncertainties and other factors, many of which are outside the Company’s control. These factors could cause actual results to differ materially from such forward-looking statements. For a written description of these factors, see the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended November 30, 2009. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise except as required by law.

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
	Year ended November 30,
(Dollars in thousands, except per share data)	2010			2009			2008
Sales	$	503,259		$	546,944		$	667,543
Cost of sales		(375,335	)		(401,492	)		(513,922	)
Gross profit		127,924			145,452			153,621
Selling, general and administrative expenses		(101,751	)		(99,976	)		(98,166	)
Other income, net		3,631			7,448			8,222
Gain from sale of investment in affiliate		48,401			-			-
Interest income, net		(22	)		588			1,533
Income from continuing operations before income taxes and equity in (loss)/earnings of affiliate		78,183			53,512			65,210
Provision for income taxes		(29,709	)		(15,517	)		(16,955	)
Income from continuing operations before equity in (loss)/earnings of affiliate		48,474			37,995			48,255
Equity in (loss)/earnings of affiliate, net of taxes		(1,206	)		(5,512	)		10,337
Income from continuing operations		47,268			32,483			58,592
(Loss)/income from discontinued operations, net of taxes		(1,014	)		817			-
Net income	$	46,254		$	33,300		$	58,592
Basic earnings per share allocated to Common Stock:
Income from continuing operations	$	5.11		$	3.52		$	6.37
(Loss)/income from discontinued operations, net of taxes		(.11	)		.09			-
Net income	$	5.00		$	3.61		$	6.37
Diluted earnings per share allocated to Common Stock:
Income from continuing operations	$	5.11		$	3.52		$	6.35
(Loss)/income from discontinued operations, net of taxes		(.11	)		.09			-
Net income	$	5.00		$	3.61		$	6.35
Weighted-average shares (basic)		9,205,439			9,166,558			9,124,557
Weighted-average shares (diluted)		9,220,211			9,184,771			9,169,056

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – ASSETS (UNAUDITED)
	As of November 30,
(Dollars in thousands)	2010			2009
ASSETS
Current assets
Cash and cash equivalents	$	236,737		$	181,114
Receivables, less allowances of $3,848 in 2010 and $5,351 in 2009		129,855			151,210
Inventories		69,381			62,700
Deferred income taxes		22,441			19,795
Prepaid expenses and other current assets		10,862			11,585
Total current assets		469,276			426,404
Investments
Equity method affiliate		-			30,626
Cost method affiliates		3,784			3,784
Property, plant and equipment
Land		46,132			46,029
Buildings		103,438			100,583
Machinery and equipment		371,153			345,604
Construction in progress		31,048			32,306
Total property, plant and equipment at cost		551,771			524,522
Accumulated depreciation		(307,573	)		(286,014	)
Total property, plant and equipment, net		244,198			238,508
Deferred income taxes		11,289			14,321
Goodwill and intangible assets, net of accumulated amortization of $1,293 in 2010 and $1,257 in 2009		2,061			2,088
Other assets		50,961			46,818
Total assets	$	781,569		$	762,549

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED)
	As of November 30,
(Dollars in thousands, except per share data)	2010			2009
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt	$	7,724		$	7,366
Trade payables		49,881			44,052
Accrued liabilities		64,533			77,515
Income taxes payable		24,682			10,004
Total current liabilities		146,820			138,937
Long-term debt, less current portion		23,424			30,933
Deferred income taxes		2,691			1,710
Other long-term liabilities		100,667			99,379
Total liabilities		273,602			270,959
Commitments and contingencies
Stockholders' equity
Common Stock, par value $2.50 per share, authorized 24,000,000 shares, outstanding 9,249,105 shares in 2010 and 9,209,836 shares in 2009, net of treasury shares		30,047			29,920
Additional paid-in capital		60,986			59,531
Retained earnings		507,625			500,224
Accumulated other comprehensive loss		(33,663	)		(42,036	)
Treasury Stock (2,769,637 shares in 2010 and 2,758,356 shares in 2009)		(57,028	)		(56,049	)
Total stockholders' equity		507,967			491,590
Total liabilities and stockholders' equity	$	781,569		$	762,549

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
	Year ended November 30,
(In thousands)	2010			2009			2008
OPERATING ACTIVITIES
Net income	$	46,254		$	33,300		$	58,592
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		26,506			22,072			20,320
Amortization		33			36			89
(Benefit)/provision for deferred income taxes		(717	)		13,334			(3,509	)
Loss/(earnings in excess of distributions) from affiliates		1,308			5,978			(630	)
(Gain)/loss from sale of property, plant and equipment		(410	)		(451	)		68
Gain from sale of investment in affiliate		(48,401	)		-			-
Stock compensation expense		2,005			3,936			6,113
Non-cash write-down of assets held for sale, net of taxes		1,014			415			-
Changes in operating assets and liabilities:
Receivables, net		21,958			34,343			1,381
Inventories		(9,170	)		35,910			3,846
Prepaid expenses and other current assets		847			(1,118	)		1,802
Other assets		(673	)		(7,719	)		(5,473	)
Trade payables		3,985			(10,675	)		8,688
Accrued liabilities and income taxes payable		4,032			(5,317	)		(6,129	)
Other long-term liabilities and deferred income taxes		3,593			1,813			3,272
Net cash provided by operating activities		52,164			125,857			88,430
INVESTING ACTIVITIES
Proceeds from sale of property, plant and equipment		947			1,951			1,575
Proceeds from sale of investment in affiliate, net		78,067			-			-
Additions to property, plant and equipment		(30,965	)		(46,874	)		(60,697	)
Investment in affiliate		-			(10,000	)		-
Loan repayment from/(loan to) affiliate, net		1,500			(15,000	)		-
Net cash provided by/(used in) investing activities		49,549			(69,923	)		(59,122	)
FINANCING ACTIVITIES
Issuance of debt		-			463			-
Repayment of debt		(7,968	)		(16,985	)		(21,126	)
Debt issuance costs		-			(1,049	)		-
Dividends on Common Stock		(38,722	)		(11,051	)		(10,549	)
Issuance of Common Stock		372			-			420
Excess tax benefits related to stock-based compensation		-			831			1,330
Purchase of treasury stock		(1,081	)		(992	)		(2,554	)
Net cash used in financing activities		(47,399	)		(28,783	)		(32,479	)
Effect of exchange rate changes on cash and cash equivalents		1,309			10,402			(8,701	)
Net change in cash and cash equivalents		55,623			37,553			(11,872	)
Cash and cash equivalents at beginning of year		181,114			143,561			155,433
Cash and cash equivalents at end of year	$	236,737		$	181,114		$	143,561

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
SEGMENT INFORMATION (UNAUDITED)
	Three months ended						Year ended
	November 30,			November 30,			November 30,			November 30,
(In thousands)	2010			2009			2010			2009
Sales
Fiberglass-Composite Pipe	$	64,782		$	56,329		$	244,084		$	225,444
Water Transmission		29,388			43,723			137,920			177,281
Infrastructure Products		29,334			36,596			121,267			144,235
Eliminations		(6	)		(4	)		(12	)		(16	)
Total sales	$	123,498		$	136,644		$	503,259		$	546,944
Income from continuing operations before income taxes and equity in (loss)/earnings of affiliate
Fiberglass-Composite Pipe	$	15,505		$	19,975		$	62,118		$	68,172
Water Transmission		(1,545	)		(1,373	)		(1,055	)		1,941
Infrastructure Products		3,323			3,942			10,341			13,216
Gain from sale of investment in affiliate		48,401			-			48,401			-
Corporate and unallocated		(12,396	)		(862	)		(41,622	)		(29,817	)
Total income from continuing operations before income taxes and equity in (loss)/earnings of affiliate	$	53,288		$	21,682		$	78,183		$	53,512

CONTACT:
Ameron International Corporation
James S. Marlen, Chairman, Chief Executive Officer and President
Gary Wagner, Senior Vice President, Finance and Administration & Chief Financial Officer
James R. McLaughlin, Senior Vice President, Corporate Development & Treasurer
Telephone: 626-683-4000

EX-99.2

Exhibit 99.2

AMERON INTERNATIONAL CORPORATION CORPORATE GOVERNANCE GUIDELINES

Introductory Statement

The Board of Directors provides direction for the management of the business and affairs of the Company.  Among other things, the Board performs the following specific functions:

• Selects, evaluates and determines the compensation of the Chief Executive Officer

• Reviews and approves the Company's strategic plans and the annual operating plans, and budgets  

• Oversees succession planning for the Chief Executive Officer position

• Advises management on significant issues facing the Company

• Reviews and approves significant corporate actions

• Oversees the financial reporting process, communications with stockholders, and the Company's legal and regulatory compliance program

• Nominates directors and establishes procedures for effective corporate governance

It is the responsibility of management, in the exercise of their fiduciary duties to the Company and its stockholders, to directly manage the Company's business and affairs in an effective and ethical manner.  The Chief Executive Officer is the leader of management and vested with the authority to make final decisions on behalf of management.

The Board has adopted these Corporate Governance Guidelines as a framework within which the Board and senior management address their respective responsibilities.

Board Composition & Qualifications

Number, Election and Term of Directors

The number of directors comprising the Board is determined from time to time in accordance with the Company's bylaws.  The Certificate of Incorporation provides that the Board is divided into three classes and that directors serve for three-year terms, with the term of one class expiring at each annual meeting of stockholders.

The Board has a policy establishing the mandatory retirement date of each member of the Board as of the date of the annual meeting of stockholders next following the director’s 74th birthday.

The Nominating & Corporate Governance Committee reviews the size and composition of the Board as part of the annual Board evaluation process and makes recommendations to the Board as appropriate.

Independence

A majority of the directors comprising the Board shall be independent directors.  An "independent" director is a director who meets the New York Stock Exchange ("NYSE") definition of independence, as determined by the Board.  The Board has adopted the standards set forth on Attachment A to these Guidelines to assist it in making determinations of a director's independence.

Board Membership Criteria

The Board is responsible for selecting nominees for election to the Board by the stockholders.  Based upon its periodic evaluation of the Board's performance and composition, the Nominating & Corporate Governance Committee determines the need and criteria for new directors.  In general, the Company seeks as directors individuals with substantial management experience who possess the highest personal values, judgment and integrity, an understanding of the environment in which the Company does business, and diverse experience in the key business, financial and other challenges that face a substantial American corporation.  Stockholders may submit written recommendations for nominees directly to the Chairman of the Nominating & Corporate Governance Committee in care of the Secretary of the Company, and the Nominating & Corporate Governance Committee will evaluate such candidates using the same criteria as it applies to sitting directors.

In considering the renomination of existing directors, the Nominating & Corporate Governance Committee shall take into consideration:  (i) each director's contribution to the Board; (ii) any material change in the director's employment or responsibilities with any other organization; (iii) the director's ability to attend meetings and fully participate in the activities of the Board; (iv) whether the director has developed any relationships with the Company or another organization, or other circumstances have arisen, that might make it inappropriate for the director to continue serving on the Board; and (v) the director's age and length of service on the Board. In considering these criteria in the context of the perceived needs of the Board as a whole, the Nominating & Corporate Governance Committee will seek to achieve among directors diversity of race, gender, national origin and other personal characteristics as well as age, education, experience, skills and other qualifications.

Directors are required to inform the Nominating & Corporate Governance Committee of any material changes in employment or responsibilities with any other organization.

Management directors must obtain approval from the Nominating & Corporate Governance Committee before becoming a director of another for-profit organization.  Non-management directors must notify the Nominating & Corporate Governance Committee before becoming a director of another for-profit organization.

2

Board Committees

Number, Structure and Independence of Committees

The Board has four standing committees:  Audit, Compensation, Nominating & Corporate Governance and Executive.  All members of the Audit, Compensation, and Nominating & Corporate Governance committees shall be directors who are independent, as determined by the Board.

Each standing committee is governed by its own charter, which is approved by the committee as well as by the Board.  The charters set forth the purposes, duties and responsibilities of each committee, and its membership requirements.  The standing committee charters are posted on the Company's website at www.ameron.com.  Annually, each of the Audit, Compensation and Nominating & Corporate Governance committees evaluates its performance and the adequacy of its charter.

The Board may from time to time establish and dissolve other committees having such purposes, duties, responsibilities and membership as the Board deems necessary or appropriate.  These committees may operate with or without a charter.

Assignment of Committee Members and Chairs

Committee membership and committee chairmanships are determined by the Board, taking into account the recommendations of the Chairman & CEO and the Nominating & Corporate Governance Committee.

Meeting Responsibilities

Attendance at and Participation in Board and Committee Meetings

Board and committee meetings are generally held on a pre-determined schedule, with additional meetings scheduled as needed.  The Chairman & CEO presides at Board meetings, except for executive sessions of non-management directors, at which the Chairman of the Nominating & Corporate Governance Committee presides.  Board members are expected to prepare for, attend and participate in all Board and applicable committee meetings, unless prevented from doing so by unavoidable conflicts, emergency, illness or other extraordinary circumstances.

Board Meeting Agendas

The Chairman & CEO, the Chairman of the Nominating & Corporate Governance Committee and the corporate secretary prepare an agenda for each Board meeting.  Each Board member is encouraged to suggest the inclusion of items on the agenda.

Distribution and Review of Board Materials

Directors should review and devote appropriate time to studying Board and committee materials.  Information and materials for Board consideration, including the agenda, are generally distributed to directors at least four days in advance of a Board meeting, with additional time provided when the complexity of an issue demands.  In some cases, due to the sensitive nature of an issue or if an issue arises without sufficient time to complete distribution of materials within this time frame, the materials are presented only at the Board meeting.

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Executive Sessions of Non-Management Directors

The Board convenes executive sessions of non-management directors without Company management on a regular basis, not less frequently than four times per year.  The Chairman of the Nominating & Corporate Governance Committee may call executive sessions of the Board at any time.  

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct & Ethics for directors, officers and employees to foster a common set of fundamental values and operating principles.  The Board oversees procedures for administering and promoting compliance with the Code of Business Conduct & Ethics.  The Code of Business Conduct & Ethics is posted on the Company's website at www.ameron.com.

Board Access to Management and Outside Advisors

The Company's senior management team attends Board meetings on a regular basis, both to make special presentations and as a discussion resource, and senior management is available to provide information and participate in committee meetings.  Board members have access to all members of management following prior notice to the CEO, but are expected to use appropriate discretion in contacting such persons individually.

The Board and each Board committee (consistent with the provisions of its charter) has authority to engage and obtain advice and assistance from outside legal, financial and other advisors as deemed necessary for the discharge of its responsibilities.

Director Compensation

Director compensation is set by the Board, based upon the recommendation of the Compensation Committee.

Directors who are not officers or employees of the Company receive an annual retainer of $40,000, plus $2,000 for each Board meeting and each committee meeting attended.  Chairs of the Audit Committee, Compensation Committee and Nominating & Corporate Governance Committee receive an additional annual retainer of $10,000, $9,000 and $12,000, respectively.   Each year on the first business day following the date of the Annual Meeting of Stockholders, non-employee directors are awarded restricted shares of the Company’s Common Stock with an annual vesting rate of 33 1/3%.  

Director Orientation and Continuing Education

On or before his or her election to the Board, each new director participates in an orientation meeting with senior management and is provided a basic package of orientation materials.  In addition, directors are regularly provided information pertaining to relevant industry developments and issues.  Directors are encouraged to participate in continuing education programs to assist them in performing their Board responsibilities.

Stock Ownership Guidelines

In order to better align the interests of the CEO and Board members of the Company with the interests of the Company’s stockholders, the Board expects the Company’s CEO and all Board members to own a significant amount of common stock of the Company.

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Stock Ownership Requirements for Chief Executive Officer

The CEO shall own and hold a minimum amount of common stock equal in value to a multiple of three times such Officer’s base salary.

This requirement must be satisfied within five (5) years of June 23, 2010.  A newly appointed CEO shall have five (5) years from the date on which he or she is named as CEO to acquire the requisite ownership level.

Stock Ownership Requirements for Board Members

Directors shall own and hold a minimum amount of common stock equal in value to three (3) times the base annual retainer payable to such director, not including supplemental committee retainers or fees.  Directors must satisfy this requirement within five years of June 23, 2010.  A newly appointed or elected director shall have five years from the date on which such individual becomes a director to acquire the requisite ownership level.  If the CEO is a director, only the CEO ownership requirement shall apply to the CEO.

Retention Ratios

Upon vesting of a restricted stock award, and after the payment of the taxes due as a result of vesting, each director and the CEO is required to hold seventy-five percent (75%) of the net shares until the applicable requirements are met.  Upon exercise of a stock option, each director and the CEO is required to hold fifty percent (50%) of the net shares until the applicable requirements are met.  The term “net shares” means the shares of common stock remaining after selling shares to fund the payment of transaction costs and applicable taxes owed as a result of vesting or exercise of the equity award (including income taxes), and, in the case of stock options, the exercise price of the option.  

Compliance with Requirements

In determining the number of shares of common stock owned by the CEO or director, the following shall be included:

          • Shares of common stock purchased on the open market

          • Shares of common stock obtained through exercises of stock options

          • Shares of common stock owned jointly with or separately by spouse and/or children

          • Shares of common stock held in trust¹

_______________________

¹ Due to the complexities of trust accounts, requests to include shares of common stock held in trust must be submitted to the Nominating & Corporate Governance Committee, which will make the final decision as to whether to include those shares.

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          • Shares of common stock awarded under the CEO’s employment agreement, if any

          • Shares of restricted common stock

          • Performance Stock Units

          • Restricted Stock Units

Shares of common stock subject to unexercised options, whether vested or unvested, in-the-money or out-of-the-money, will not be counted in determining an individual’s holdings.  Compliance with these requirements will be evaluated annually by the Nominating & Corporate Governance Committee of the Board.

Failure to attain the level of ownership required by these requirements stock may result in a reduction in future long-term incentive grants and/or payment of future annual and/or long-term incentive payouts in the form of stock.  These requirements shall not be construed as a transfer restriction on any shares of common stock owned of record or beneficially.  

Hardship Exceptions

There may be instances where compliance with these requirements would place a severe hardship on an individual.  It is expected that these instances will be rare; however, in such instances, the Nominating & Corporate Governance Committee will make a final decision as to whether these requirements will be applied, or modified as to any individual on account of hardship.

Administration, Amendments and Modifications

These requirements shall be administered by the Nominating &Corporate Governance Committee.  The Nominating & Corporate Governance Committee shall periodically assess these requirements and make recommendations as appropriate.  The Nominating & Corporate Governance Committee shall also have the discretion to submit for approval by the Board any amendments or modifications, in whole or in part, to these requirements.

CEO Evaluation and Succession Planning

The Compensation Committee conducts an annual review of the performance of the CEO.  The results are reported to the independent directors in an executive session for its discussion and consideration.

The Nominating & Corporate Governance Committee considers annually the Company's succession planning for the CEO position, including contingency plans in the event of an emergency with respect to the CEO position.

Assessing Board Performance

The Nominating & Corporate Governance Committee is responsible for conducting, and presenting to the Board an annual evaluation of the Board and its committees.

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Periodic Review of Guidelines

Annually, the Nominating & Corporate Governance Committee reviews these Guidelines and the committee charters as a whole, and recommends changes to the Board as appropriate.  The current version of these Guidelines as approved and adopted by the Board is posted on the Company's website at www.ameron.com.

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Attachment A

The Nominating & Corporate Governance Committee annually reviews the independence of all directors, and reports its findings to the Board.  Based upon the report and the directors' consideration, the Board determines which directors shall be deemed independent.

A director will be deemed independent if it is determined that he or she has no material relationship with the Company, either directly or through an organization that has a material relationship with the Company.  A relationship is "material" if, in the judgment of the Board, it might reasonably be considered to interfere with the exercise of independent judgment.  Ownership of stock of the Company is not, in itself, inconsistent with a finding of independence.  In addition, an Audit Committee member must also be independent within the meaning of the New York Stock Exchange's listing requirements for audit committees.  The following specific standards are utilized in determining whether a director shall be deemed independent:

>>	the director is not, or in the past five years has not been, an employee of Ameron International Corporation or any of its subsidiaries ("Ameron");
>>	an immediate family member of the director is not, and in the past five years has not been, employed as an executive officer of Ameron;
>>	neither the director nor a member of the director's immediate family is, or in the past three years has been, affiliated with or employed by Ameron's present or former (within three years) internal or external auditor;
>>	neither the director nor a member of the director's immediate family is, or in the past three years has been, employed as an executive officer of another company where any of Ameron's present executives serve on that company's compensation committee;
>>	neither the director nor a member of the director's immediate family, receives or has received more than $100,000 per year in direct compensation from Ameron in the past three years, other than director and committee fees and pensions or other forms of deferred compensation for prior services (provided such compensation is not contingent in any way on continued service);
>>	the director is not, and during the past three years has not been, an executive officer or employee, and no member of the director's immediate family is or has been during the past three years an executive officer, of a company that makes payments to, or receives payments from, Ameron for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million, or 2% of such other company's consolidated gross revenues.

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For purposes of this Attachment A, an "immediate family member" means a person's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than an employee) who shares such person's home.

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EX-99.3

Exhibit 99.3

AMERON INTERNATIONAL CORPORATION
AUDIT COMMITTEE CHARTER

1.        Members.  The Audit Committee shall be appointed by the Board of Directors and shall consist of at least three members, all of whom shall be independent directors.  One member shall be designated as chairperson.  For purposes hereof, the term "independent" shall mean a director who meets the New York Stock Exchange ("NYSE") standards of independence for directors and audit committee members, as determined by the Board.

Each member of the Audit Committee must be "financially literate", and at least one member must have "accounting or related financial management expertise", as such terms are used in the NYSE Rules and as determined by the Board.

2.        Purposes, Duties, and Responsibilities.  The Audit Committee’s responsibility is one of oversight and it recognizes that the Company’s management is responsible for preparing the Company’s financial statements and that the Company's outside auditors are responsible for auditing those financial statements.  Additionally, the Audit Committee recognizes that the financial management of the Company, as well as the outside auditors of the Company, have more time, knowledge and more detailed information on the Company than do Audit Committee members; consequently, in carrying out its oversight responsibilities, the Audit Committee is not expected to provide any expert or special assurance as to the Company’s financial statements or any professional certification as to the work of the Company’s outside auditors.

The purposes of the Audit Committee shall be to:  

• represent and assist the Board of Directors in discharging its oversight responsibility relating to: (i) the accounting, reporting, and financial practices of the Company and its subsidiaries, including the integrity of the Company's financial statements; (ii) the surveillance of administration and financial controls and the Company's compliance with legal and regulatory requirements; (iii) the outside auditor's qualifications and independence; and (iv) the performance of the Company's internal audit function and the Company's outside auditor; and

• prepare the report required by the rules of the Securities and Exchange Commission (“SEC”) to be included in the Company's annual proxy statement.

Among its specific duties and responsibilities, the Audit Committee shall:

(i)       Be directly responsible, in its capacity as a committee of the Board, for the appointment, compensation and oversight of the work of the outside auditor.  In this regard, the Audit Committee shall appoint and retain, compensate, evaluate, and terminate, when appropriate, the outside auditor, which shall report directly to the Audit Committee.   

(ii)      Obtain and review, at least annually, a report by the outside auditor describing: the outside auditor's internal quality-control procedures; and any material issues raised by the most recent internal quality-control review, or peer review, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the outside auditing firm, and any steps taken to deal with any such issues.

(iii)     Approve in advance all audit services to be provided by the outside auditor.  (By approving the audit engagement, an audit service within the scope of the engagement shall be deemed to have been pre-approved.)

(iv)      Establish policies and procedures for the engagement of the outside auditor to provide audit and permissible non-audit services, which shall include pre-approval of all permissible non-audit services to be provided by the outside auditor.

(v)       Consider, at least annually, the independence of the outside auditor, including whether the outside auditor's performance of permissible non-audit services is compatible with the auditor's independence, and obtain and review a report by the outside auditor describing any relationships between the outside auditor and the Company or any other relationships that may adversely affect the independence of the auditor.

(vi)      Review and discuss with the outside auditor: (A) the scope of the audit, the results of the annual audit examination by the auditor, and any difficulties the auditor encountered in the course of their audit work, including any restrictions on the scope of the outside auditor's activities or on access to requested information, and any significant disagreements with management; and (B) any reports of the outside auditor with respect to interim periods.  

(vii)     Review and discuss with management and the outside auditor the annual audited and quarterly financial statements of the Company, including: (A) an analysis of the auditor's judgment as to the quality of the Company’s accounting principles, setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; (B) the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," including accounting policies that may be regarded as critical; and (C) major issues regarding the Company's accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles and financial statement presentations; and receive reports from the outside auditor as required by SEC rules.  

(viii)    Recommend to the Board based on the review and discussion described in paragraphs (v) - (vii) above, whether the financial statements should be included in the Annual Report on Form 10-K.

(ix)      Review and discuss the adequacy and effectiveness of the Company’s internal controls, including any significant deficiencies in internal controls and significant changes in such controls reported to the Audit Committee by the outside auditor or management.

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(x)       Review and discuss the adequacy and effectiveness of the Company’s disclosure controls and procedures and management reports thereon.

(xi)      Review and discuss with the principal internal auditor of the Company the scope and results of the internal audit program.

(xii)     Review and discuss corporate policies with respect to earnings press releases, as well as financial information and earnings guidance provided to analysts and ratings agencies.

(xiii)    Review and discuss the Company's policies with respect to risk assessment and risk management.

(xiv)     Oversee the Company's compliance systems with respect to legal and regulatory requirements and review the Company's codes of conduct and programs to monitor compliance with such codes.   

(xv)      Establish procedures for handling complaints regarding accounting, internal accounting controls and auditing matters, including procedures for confidential, anonymous submission of concerns by employees regarding accounting and auditing matters.

(xvi)     Establish clear policies for the hiring of employees and former employees of the outside auditor.   

(xvii)    Annually evaluate the performance of the Audit Committee and assess the adequacy of the Audit Committee charter.

3.        Subcommittees.  To the extent permitted by the NYSE Standards and applicable legal requirements, the Audit Committee may delegate specified duties and responsibilities to a subcommittee of the Audit Committee consisting of not less than two members of the committee.

4.        Outside Advisors.  The Audit Committee shall have the authority to retain such outside counsel, accountants, experts and other advisors as it determines appropriate to assist it in the performance of its functions and shall receive appropriate funding, as determined by the Audit Committee, from the Company for payment of compensation to any such advisors.

5.        Meetings.  The Audit Committee shall meet at least 4 times per year, either in person or telephonically, and at such times and places as the Audit Committee shall determine.  The majority of the members of the Audit Committee constitutes a quorum.  The Audit Committee shall meet separately in executive session, periodically, with each of management, the principal internal auditor of the Company and the outside auditor.  The Audit Committee shall report regularly to the full Board of Directors with respect to its activities.

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EX-99.4

Exhibit 99.4

AMERON INTERNATIONAL CORPORATION
COMPENSATION COMMITTEE CHARTER

1.        Members.  The Compensation Committee shall be appointed by the Board of Directors and shall consist of at least three members, all of whom shall be independent directors.  One member shall be designated as chairperson.  For purposes hereof, the term "independent" shall mean a director who meets the New York Stock Exchange definition of "independence" as determined by the Board. Additionally, members of the Compensation Committee must qualify as "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and as "outside directors" for purposes of Section 162(m) of the Internal Revenue Code.

2.        Purpose, Duties, and Responsibilities.  The purpose of the Compensation Committee shall be to supervise and, to the extent consistent with the Company's Corporate Governance Guidelines, exercise the powers of the Board with respect to compensation of the Company's top managerial and executive officers and directors, and produce the annual report on executive compensation for inclusion in the Company's proxy statement.  The duties and responsibilities of the Compensation Committee include the following:

(a)       Oversee the Company's overall compensation structure, policies and programs, and assess whether the Company's compensation structure establishes appropriate incentives for management and employees.

(b)       Administer and make recommendations to the Board with respect to the Company's incentive-compensation and equity-based compensation plans and grant options and awards thereunder.

(c)       Review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer ("CEO"), evaluate the CEO's performance in light of those goals and objectives, and recommend to the independent directors the CEO's compensation.

(d)       Set the compensation of other top managerial and executive officers after consideration of the recommendations of the CEO.

(e)       Approve stock option and other stock incentive awards for top managerial and executive officers after consideration of the recommendations of the CEO.

(f)       Review and approve the design of other benefit plans pertaining to top managerial and executive officers.

(g)       Review and recommend employment agreements and severance arrangements for top managerial and executive officers, including change-in-control provisions, plans or agreements.

(h)       Approve, amend or modify the terms of any compensation or benefit plan that does not require shareholder approval.

(i)       Review the compensation of directors for service on the Board and its committees and recommend changes in compensation to the Board.

(j)       Annually evaluate the performance of the Compensation Committee and the adequacy of the committee's charter.

(k)       Produce a compensation committee report on executive compensation as required by the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual proxy statement filed with the SEC.   (l)        Perform such other duties and responsibilities as are consistent with the purpose of the Compensation Committee and as the Board or the committee deems appropriate.

3.        Subcommittees.  The Compensation Committee may delegate any of the foregoing duties and responsibilities to a subcommittee of the Compensation Committee consisting of not less than two members of the committee.

4.        Outside advisors.  The Compensation Committee will have the authority to retain, at the expense of the Company, such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions, including sole authority to retain and terminate any compensation consultant used to assist the committee in the evaluation of director, CEO or senior executive compensation, and to approve the consultant's fees and other retention terms.

5.        Meetings.  The Compensation Committee will meet as often as may be deemed necessary or appropriate, in its judgment, either in person or telephonically, and at such times and places as the Compensation Committee determines.  The majority of the members of the Compensation Committee constitutes a quorum.  The Compensation Committee will report regularly to the full Board with respect to its activities.

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EX-99.5

Exhibit 99.5

NOMINATING & CORPORATE GOVERNANCE
COMMITTEE CHARTER

1.        Members.  The Nominating & Corporate Governance Committee shall be appointed by the Board of Directors and shall consist of at least three members, all of whom shall be independent directors.  One member shall be designated as chairperson.  For purposes hereof, the term "independent" shall mean a director who meets the New York Stock Exchange definition of "independence," as determined by the Board.

2.        Purpose, Duties and Responsibilities.  The purpose of the Nominating and Corporate Governance Committee shall be to identify individuals qualified to become Board members, recommend to the Board director candidates for the annual meeting of stockholders, develop and recommend to the Board a set of corporate governance principles, and perform a leadership role in shaping the Company's corporate governance.  The duties and responsibilities of the Nominating & Corporate Governance Committee include the following:

(a)       Identify, review the qualifications of, and recruit candidates for the Board consistent with the criteria set forth in the Company's Corporate Governance Guidelines.

(b)       Assess the incumbent directors in light of the Board Membership Criteria set forth in the Company's Corporate Governance Guidelines in determining whether to recommend them for reelection to the Board.

(c)       Establish a procedure for the consideration of Board candidates recommended by the Company's stockholders.

(d)       Recommend to the Board candidates for election or reelection to the Board at each annual stockholders' meeting.

(e)       Recommend to the Board candidates to be elected by the Board as necessary to fill vacancies and newly created directorships.

(f)       Periodically review and recommend to the Board changes in the Company's Corporate Governance Guidelines.

(g)       Make recommendations to the Board concerning the structure, composition and functioning of the Board and its committees.

(h)       Recommend to the Board candidates for appointment to Board committees.

(i)       Review and recommend to the Board retirement and other tenure policies for directors.

(j)       Review directorships in other public companies held by or offered to directors and senior officers of the Company.

(k)       Review and assess the channels through which the Board receives information, and the quality and timeliness of information received.

(l)       Review annually succession plans relating to the Chief Executive Officer (“CEO”) position, including contingency plans in the event of an emergency with respect to the CEO position.

(m)       Monitor compliance by the CEO and directors with the Company's stock ownership requirements.

(n)       Review related person transactions, as defined in the applicable Securities and Exchange Commission rules, and establish policies and procedures for the review, approval, and ratification of related person transactions.

(o)       Oversee the evaluation of the Board and management.

(p)       Annually evaluate the performance of the Nominating & Corporate Governance Committee and the adequacy of the committee's charter.

(q)       Perform such other duties and responsibilities as are consistent with the purpose of the Nominating & Corporate Governance Committee and as the Board or the committee deems appropriate.

3.        Subcommittees.  The Nominating & Corporate Governance Committee may delegate any of the foregoing duties and responsibilities to a subcommittee of the Nominating & Corporate Governance Committee consisting of not less than two members of the committee.

4.        Outside advisors.  The Nominating & Corporate Governance Committee will have the authority to retain, at the expense of the Company, such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions. including sole authority to retain and terminate any search firm used to identify director candidates, and to approve the search firm's fees and other retention terms.

5.        Meetings.  The Nominating & Corporate Governance Committee will meet as often as may be deemed necessary or appropriate, in its judgment, either in person or telephonically, and at such times and places as the Nominating & Corporate Governance Committee determines.  The majority of the members of the Nominating & Corporate Governance Committee constitutes a quorum.  The Nominating & Corporate Governance Committee shall report regularly to the full Board with respect to its meetings.

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