Exhibit 10.2


IRREVOCABLE PROXY


The undersigned Shareholder of International Aluminum
Corporation, a California corporation (the “Company”), hereby
irrevocably appoints and constitutes the members of the Board of Directors of
IAC Holding Co., a Delaware corporation (“Parent”), and each of them
(the “Proxyholders”), the proxies of the undersigned, with full power of
substitution and resubstitution, to the full extent of the undersigned’s rights
with respect to the shares of common stock of the Company beneficially owned by
the undersigned, which shares are listed below (the “Shares”), and any
and all other shares or securities issued or issuable in respect thereof on or
after the date hereof and prior to the date this proxy terminates, to vote the
Shares for the following limited, and for no other, purposes:


1.             In favor of adoption of the
Agreement and Plan of Merger, dated as of January 9, 2007, by and among Parent,
IAL Acquisition Co., a Delaware corporation and wholly owned subsidiary of
Parent (“Merger Subsidiary”), and the Company, and approval of the
transactions contemplated by the Merger Agreement; and


2.             Against (A) any action or agreement
(including, without limitation, any amendment of any agreement) that would
result in a breach of any representation, warranty, covenant, agreement or
other obligation of the Company under the Merger Agreement, (B) any Acquisition
Proposal (as such term is defined in the Merger Agreement) and (C) any
agreement (including, without limitation, any amendment of any agreement),
amendment of the Company’s charter documents or other action that is intended
or could reasonably be expected to prevent, impede, interfere with, delay,
postpone or discourage the consummation of the Merger.


The
Proxyholders may not exercise this proxy on any other matter.  The undersigned Shareholder may vote the
Shares on all such other matters.


The
proxies named above are empowered at any time prior to termination of this
proxy to exercise all voting rights (including the power to execute and deliver
written consents with respect to the Shares) of the undersigned at every
annual, special or adjourned meeting of Company shareholders, and in every
written consent in lieu of such meeting, or otherwise.


The
proxy granted by the Shareholder to the Proxyholders is hereby granted as of
the date hereof in connection with the obligations of the Shareholder set forth
in the Support Agreement, dated as of January 9, 2007, among Parent, Merger
Subsidiary and the Shareholder (the “Support Agreement”), and is irrevocable
and coupled with an interest in such obligations and in the interests in the
Company to be purchased and sold pursuant to the Merger Agreement.  This proxy will automatically terminate upon
the termination of the Support Agreement in accordance with its terms.


Upon
the execution hereof, all prior proxies given by the undersigned with respect
to the Shares, and any and all other shares or securities issued or issuable in
respect 











 


thereof on or after the date hereof, are hereby
revoked and no subsequent proxies will be given until such time as this proxy
shall be terminated in accordance with its terms.


Any
obligation of the undersigned hereunder shall be binding upon the successors
and assigns of the undersigned.  The
undersigned hereby authorizes the Proxyholders to file this proxy and any
substitution or revocation of substitution with the Secretary of the Company
and with any Inspector of Elections at any meeting of Shareholders of the
Company.


This
proxy is irrevocable and shall survive the incapacity or death of the
undersigned.


Dated:  January 9, 2007


	
  

  	
  /s/ Cornelius C.
  Vanderstar 

  
	
   

  	
  Cornelius C.
  Vanderstar, 

  individually and as Co-trustee of the 

  Vanderstar Family Trust

  



 


THE UNDERSIGNED,
SPOUSE OF THE SHAREHOLDER, BOTH
INDIVIDUALLY AND AS CO-TRUSTEE OF THE VANDERSTAR FAMILY TRUST, HEREBY
EXPRESSLY APPROVES AND AGREES TO BE BOUND BY THE PROVISIONS OF THIS PROXY, AND
HEREBY AGREES NOT TO DEVISE OR BEQUEATH WHATEVER COMMUNITY PROPERTY INTEREST OR
QUASI-COMMUNITY PROPERTY INTEREST THE UNDERSIGNED MAY HAVE IN THE SHARES IN
CONTRAVENTION OF THE TERMS OF THIS PROXY.


 


	
  

  	
  /s/ Cornelius C.
  Vanderstar 

  
	
   

  	
  Cornelius C.
  Vanderstar, 

  attorney-in-fact to Marguerite D. Vanderstar

  



 



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