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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 ac
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