CHANGE OF CONTROL AGREEMENT

This Change of Control Agreement is entered into as September 8, 2006, by and between International Aluminum Corporation, a California corporation (the Company), and Ronald L. Rudy (the Executive), with reference to the following:

RECITALS

A.                                   The Company believes that it is in the best interests of the Company to foster the continuous employment of key management personnel such as the Executive.

B.                                     The Company and the Executive desire to enter into this Agreement in order to induce the Executive to continue his employment with the Company during any period in which the Company may be engaged in negotiations regarding a Change of Control (as defined below) and during the two-year period following a Change of Control.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Company and the Executive hereby agree as follows:

ARTICLE 1

DEFINITIONS

For purposes of this Agreement, each of the following terms defined in this Article 1 shall have its defined meaning wherever used in this Agreement.

1.1                               Agreement. Agreement means this Change of Control Agreement, as it may be amended from time to time as provided herein.

1.2                               Beneficial Owner and Beneficial Ownership.  Beneficial Owner and Beneficial Ownership have the meanings given to such terms in Rule 13d-3 under the Exchange Act.

1.3                               Cause.  Cause means (i) the Executives conviction of a felony that is injurious to the business of the Company, (ii) the Executives willful and continued failure to perform his Employment duties, (iii) the Executives willful misconduct that is injurious to the business of the Company, or (iv) the Executives willful violation of any material provision of any employment policy of the Company; provided, however, that the Executives inability to perform his or her duties because of a Disability shall not constitute a basis for the Companys termination of the Executives Employment for Cause.  Notwithstanding the foregoing, the Executives Employment shall not be subject to termination for Cause without (w) the Companys delivery to the Executive of a notice of intention to terminate, such notice to describe the reasons for the proposed Employment termination and to be delivered to the Executive at least ten days prior to the actual termination date, (x) an opportunity for the Executive within the period prior to the proposed Employment termination to cure any such breach (if curable) giving

1

rise to the proposed termination, and (y) an opportunity for the Executive, if he chooses, to be heard before the Board of Directors of the Company.

1.4                               Change of Control.  Change of Control means any transaction or series of related transactions as a result of which:

(a)                                  Any Person or group of Persons (as the term group is defined in Section 13(d) of the Exchange Act and the rules and regulations thereunder) acquires Beneficial Ownership of securities of the Company, or of any entity resulting from a merger to which the Company is a party and is not the surviving party, representing more than fifty percent of the combined voting power of the then-outstanding securities of the Company or such other entity, as applicable; provided, however, that for purposes of this Section 1.4(a), the following acquisitions of securities shall not constitute a Change of Control:  (1) any acquisition by Vanderstar; (2) any acquisition by a trust established by Vanderstar if Vanderstar is a trustee of the trust; (3) any acquisition by a corporation, partnership or limited liability company if Vanderstar has Beneficial Ownership of more than fifty percent of the combined voting power of such corporation, partnership or limited liability company; (4) any acquisition by the Company or by an employee benefit plan or related trust sponsored or maintained by the Company; or (5) any acquisition directly from the Company or Vanderstar, or both, pursuant to an underwritten public offering of securities that is registered under the Securities Act; or

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