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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement

[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12

INTERNATIONAL ALUMINUM CORPORATION
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
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Notes:

Reg. (S) 240.14a-101.

SEC 1913 (3-99)

INTERNATIONAL ALUMINUM CORPORATION
767 Monterey Pass Road
Monterey Park, California 91754

----------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
October 25, 2001

----------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
International Aluminum Corporation (the "Company") will be held at the
corporate offices of the Company at 767 Monterey Pass Road, Monterey Park,
California, on Thursday, October 25, 2001 at 2:00 p.m., Pacific time, for the
following purposes:

1. To elect seven directors for the ensuing year and until their
successors are elected and qualified.

2. To consider and act upon a proposal to approve the adoption of the
Company's 2001 Stock Option Plan.

3. To consider, if properly presented, and act upon a nonbinding
shareholder proposal.

4. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants for the Company for the fiscal year ending June 30, 2002.

5. To transact such other business as may properly come before the
meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on September 5, 2001
as the record date for the determination of shareholders entitled to notice
of, and to vote at, the meeting.

You are cordially invited to attend the meeting in person. To assure your
representation at the meeting, however, please promptly sign, date and mail
the enclosed proxy in the accompanying envelope, which requires no postage. If
you decide to attend the meeting and wish to vote your shares in person, you
may revoke your proxy at that time. If you own your shares in "street name,"
you must obtain a proxy form from the institution in whose name your shares
are held in order to vote in person at the meeting.

Since a majority of the outstanding shares must be represented at the
meeting in order to transact business, your promptness in returning the
enclosed proxy will be appreciated. Shares represented by proxies received but
marked as abstentions, and so-called broker non-votes, will be considered
present at the meeting for purposes of determining the presence of a quorum.

By Order of the Board of Directors

/s/ David C. Treinen

David C. Treinen
President and Secretary

Monterey Park, California
September 19, 2001

INTERNATIONAL ALUMINUM CORPORATION
767 Monterey Pass Road
Monterey Park, California 91754

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PROXY STATEMENT

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To the Shareholders of International Aluminum Corporation:

Your proxy, in the form enclosed, is solicited by the Board of Directors of
the Company for use at the Annual Meeting of Shareholders to be held on
October 25, 2001, and at any postponement or adjournment thereof, for the
purposes described in the accompanying Notice of Annual Meeting and in this
Proxy Statement.

It is anticipated that this Proxy Statement, together with the accompanying
proxy, will first be mailed on or about September 24, 2001 to the Company's
shareholders.

Record Date and Outstanding Shares

Shareholders of record at the close of business on September 5, 2001 are
entitled to receive notice of, and to vote at, the meeting. There were
4,244,794 shares of common stock outstanding as of the record date.

Quorum and Voting

The presence, in person or by proxy, of the holders of a majority of the
outstanding shares of common stock of the Company is necessary to constitute a
quorum for the transaction of business at the meeting.

Shareholders are entitled to one vote for each share of common stock held on
the record date on each matter to be presented for consideration and action by
the shareholders, except that shareholders may cumulate their votes as to the
election of directors. Cumulative voting means that each shareholder may cast
a total number of votes equal to seven (i.e., the number of directors to be
elected at the meeting) multiplied by the number of shares owned by the
shareholder as of the record date. This total number of votes may be cast for
one nominee, may be divided equally among the seven nominees or may be divided
among two or more of the nominees in any manner the shareholder chooses. A
shareholder is entitled to cumulate votes, however, only with respect to
nominees whose names are placed in nomination prior to voting and only if the
shareholder, prior to the voting, gives notice of his intention to cumulate
votes. If any shareholder gives such notice, all shareholders may cumulate
their votes.

Except as to the election of directors, approval of the matters to be
considered at the meeting will require the affirmative vote of a majority of
the outstanding shares of common stock represented and voting at the meeting,
provided that such shares constitute at least a majority of the required
quorum for the meeting. As to the election of directors, nominees receiving
the highest number of votes, up to the number of directors to be elected, will
be elected at the meeting.

Proxies

Unless revoked, all shares represented by a properly executed proxy received
in time for the meeting will be voted by the proxy holders in accordance with
the instructions specified in the enclosed proxy card. If no

instruction is specified on a proxy with respect to any proposal to be acted
upon, the shares represented by the proxy will be voted "FOR":

. the election as directors of the seven nominees named herein;

. approval of the adoption of the Company's 2001 Stock Option Plan; and

. ratification of the selection of PriceWaterhouseCoopers LLP as
independent accountants for the Company; and

"AGAINST":

. the nonbinding shareholder proposal.

In the event that there should be cumulative voting in the election of
directors, unless otherwise specifically instructed, the proxy holders intend
to distribute the total number of votes represented by each proxy among the
director nominees in such proportion as they see fit. Although the Company
does not presently know of any other business to come before the meeting, if
any other business should properly come before the meeting, the persons named
in such proxies will vote thereon in accordance with their best judgment.

A shareholder executing and returning a proxy may revoke it at any time
before it has been voted by:

. giving written notice of revocation to the Secretary of the Company;

. appearing in person and voting at the meeting; or

. submitting to the Secretary of the Company a duly executed proxy bearing
a later date.

Abstentions and Broker Non-Votes

Abstentions will be included in determining the number of shares present at
the meeting for the purpose of determining the presence of a quorum for the
transaction of business, and will have the same effect as a vote against each
of Proposals 2, 3 and 4. If a broker, bank, custodian, nominee or other record
holder of common stock indicates on a proxy that it does not have
discretionary authority to vote certain shares on a particular matter, which
is called a broker non-vote, those shares also will be counted for purposes of
determining the presence of a quorum and have the same effect as a vote
against each of Proposals 2, 3 and 4. Abstentions and broken non-votes will
not affect the outcome of the voting as to the election of directors.

PROPOSAL 1--ELECTION OF DIRECTORS

The By-Laws of the Company provide for seven directors. Each of the nominees
has indicated his willingness to serve as a director if elected at the
meeting. If any nominee is unavailable to serve, however, the proxy holders
will vote for a substitute nominee at their discretion. Proxies received
cannot be voted for a greater number of persons than the number of nominees
named below.

Information about Nominees

The information below sets forth the names of all directors and nominees for
director of the Company, all positions and offices held by each such person
with the Company and a brief account of the principal business experience of
each nominee. With the exception of Mr. Fogelman, each of the nominees is an
incumbent director and was elected at the 2000 annual meeting of shareholders.

Cornelius C. Vanderstar. Mr. Vanderstar has been Chairman of the Company's
Board of Directors since its inception in 1963 as the successor to an aluminum
fabrication business which he founded in 1957. He has been responsible for the
formation of the overall policy of the Company and its subsidiaries and prior
to October, 1972, also served as President of the Company.

David C. Treinen. Mr. Treinen has been employed by the Company or its
subsidiaries since 1964 and an officer of the Company since October 1969. He
served as Senior Vice President--Finance/Administration for 27 years prior to
being elected President of the Company in June 2000. Mr. Treinen continues to
serve as Secretary of the Company, a position he has held since February 1973.

John P. Cunningham. Mr. Cunningham, retired Vice Chairman of Board of
Directors, was employed by the Company or its subsidiaries from 1959 through
his retirement in June of 1999. He served as President of the Company from
October of 1972 through November of 1998, prior to which he served as Vice
President-- Operations.

Joel F. McIntyre. Since August 1998, Mr. McIntyre has been engaged in the
practice of business and corporation law with offices in Los Angeles County.
From February 1993 through July 1998, Mr. McIntyre served as Managing Partner
of McIntyre, Borges & Burns LLP and successor entities and from 1963 through
1993 he was an attorney with the law firm of Paul, Hastings, Janofsky and
Walker. Mr. McIntyre currently serves on the Board of Directors of Hawker
Pacific Aerospace, a publicly-held company. Mr. McIntyre, who is Chairman of
the Board's Compensation Committee and a member of the Audit Committee,
received a B.A. degree from Stanford University in 1960 and a J.D. degree from
the University of California, Los Angeles in 1963.

David M. Antonini. Since 1984, Mr. Antonini has been a principal of White,
Nelson & Co., a certified public accounting and consulting firm located in
Anaheim, California. He is a member of the Tax Division of the American
Institute of Certified Public Accountants and a member of the California
Society of Certified Public Accountants. Mr. Antonini is Chairman of the
Board's Audit Committee and a member of the Compensation Committee. Mr.
Antonini also holds an A.A. degree in Computer Science and a J. D. degree. He
currently is Chairperson of White Nelson's International Tax Group and its
Mergers, Acquisitions and Dispositions Group. Prior to becoming a principal
with White Nelson, he served as a Tax Manager with PricewaterhouseCoopers LLP.

Alexander L. Dean. Mr. Dean is President of David Brooks Company, a
manufacturer and distributor of ceramic planters located in Costa Mesa,
California, a position which he has held for the last 10 years. Prior to

joining the David Brooks Company, he served eight years as President of
Builders Incorporated, a firm specializing in real estate development and
apartment and commercial building management. Mr. Dean is a member of the
Board's Audit and Compensation Committees. He holds Masters degrees in Finance
from Yale University and in Regional Planning from the University of North
Carolina.

Mitchell K. Fogelman. Mr. Fogelman joined the Company as Controller in 1982
and served in that capacity until June of 1995 at which time he was elevated
to Vice President--Controller and Assistant Vice President--Finance. He became
Senior Vice President--Finance in June of 2000 and continues to serve in that
capacity. Prior to joining the Company he was employed by
PricewaterhouseCoopers LLP as a Senior Audit Manager. He holds a Masters
degree in Finance and Quantitative Analysis from the University of California,
Los Angeles.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION AS
DIRECTORS OF THE NOMINEES NAMED ABOVE. PROXIES SOLICITED BY THE BOARD WILL BE
VOTED "FOR" THEIR ELECTION UNLESS OTHERWISE INSTRUCTED.

Principal Security Holders

To the best of the Company's knowledge, the following table sets forth, as
of September 5, 2001, the names, addresses and share ownership of each person
and entity, other than Cornelius C. Vanderstar (see "Security Ownership of
Management"), believed to be the beneficial owner of more than 5% of the
Company's outstanding common stock. Except as otherwise noted, each of the
named shareholders is believed to have sole voting and dispositive powers with
respect to the shares listed below.

Shares
Name and Address Beneficially
of Beneficial Owner Owned(1) Percent
------------------- ------------ -------

First Pacific Advisors, Inc. 411,500(2) 9.7%
11400 West Olympic Blvd.
Los Angeles, CA 90064

Kenneth D. Peterson, Jr. 355,000(3) 8.4%
16703 SE McGillivray Boulevard,
Suite 210
Vancouver, WA 98683

Dimensional Fund Advisors, Inc. 228,400(4) 5.4%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

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(1) Based on information contained in the most recent Schedule 13D's and 13G's
filed by such shareholders with the Securities and Exchange Commission.

(2) First Pacific Advisors, Inc. has no voting power with respect to 168,100
of the shares shown. It has shared voting power with respect to 243,400
shares and shared dispositive power with respect to all shares.

(3) Includes 313,200 shares as to which Mr. Peterson shares voting and
dispositive power with Columbia Ventures Corporation, of which Mr.
Peterson is the Chief Executive Officer, sole director and sole
shareholder.

(4) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment manager to
certain other investment vehicles, including commingled group trusts, or
"portfolios." In its roles as investment advisor and manager, Dimensional
possesses both voting and investment power over the securities that are
owned by the portfolios. All of the shares shown are owned by the
portfolios, and Dimensional disclaims beneficial ownership of such shares.

Security Ownership of Management

The following table lists, as of September 5, 2001, the names of all
directors, nominees to serve as directors and executive officers of the
Company, their ages, present positions, and the number and percentage of
shares of common stock beneficially owned by each such person and by all
directors, nominees to serve as directors and executive officers as a group.
Except as otherwise indicated and subject to applicable community property and
similar statutes, the persons listed as beneficial owners of the shares have
sole voting and dispositive power with respect to such shares. An asterix
denotes beneficial ownership of less than 1%.

Shares
Director Beneficially
Names Age Present Position(s) Since Owned(1) Percent (1)
----- --- ------------------- -------- ------------ -----------

Cornelius C. Vanderstar(2) 86 Chairman and Chief
Executive Officer 1963 1,720,700(3) 40.5%
John P. Cunningham 69 Director 1963 146,606(4) 3.5%
David C. Treinen 62 President and Secretary; 1993 47,715(5) 1.1%
Director
Joel F. McIntyre 62 Director 1980 -- *
David M. Antonini 48 Director 2000 -- *
Alexander L. Dean 56 Director 2000 300 *
Senior Vice President--
Ronald L. Rudy 60 Operations 25,757(6) *
Mitchell K. Fogelman 50 Senior Vice President--
Finance; Director-
Nominee 20,500(7)
All executive officers,
directors and director-
nominees as a group
(8 persons) 1,961,578(8) 45.9%

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(1) Shares which may be acquired by a person or group within 60 days of
September 5, 2001, upon the exercise of stock options ("Stock Option
Shares") are treated as outstanding for purposes of calculating the
percentage ownership of such person or group, but are not treated as
outstanding for purposes of calculating the percentage ownership of any
other person.

(2) Mr. Vanderstar's mailing address is c/o of International Aluminum
Corporation, P.O. Box 6, Monterey Park, California 91754.

(3) The shares shown are held of record by the Vanderstar Family Trust,
Cornelius C. and Marguerite D. Vanderstar, Trustees. Marguerite D.
Vanderstar is Mr. Vanderstar's wife, and, as a Trustee, also is deemed to
beneficially own the shares shown.

(4) The shares shown are held by the Cunningham Family Trust, Patricia M.
Cunningham, Trustee. Patricia M. Cunningham is the wife of Mr. Cunningham,
and, as a Trustee, also is deemed to beneficially own the shares shown.

(5) Includes 37,715 shares held by the Treinen Family Trust, David C. and
Susan M. Treinen, Trustees, and 10,000 Stock Option Shares. Susan M.
Treinen is the wife of Mr. Treinen, and, as a Trustee, also is deemed to
beneficially own the shares shown.

(6) Includes 10,000 Stock Option Shares.

(7) Includes 7,500 Stock Option Shares.

(8) Includes 27,500 Stock Option Shares.

Other Executive Officers

The executive officer of the Company who is not a director or nominee for
election as a director is:

Name Age Position
---- --- --------

Ronald L. Rudy 60 Senior Vice President--Operations

Mr. Rudy, employed by the Company since 1972, has served as a Vice President
of the Company since September 1983 and prior thereto served in various sales
and management positions with the Company.

THE BOARD OF DIRECTORS

Meetings, Organizations and Remuneration

The business affairs of the Company are managed by and under the direction
of the Board of Directors, although the Board is not involved in day-to-day
operations. The Board met five times during the fiscal year ended June 30,
2001. Directors, except those who are employees of the Company, are paid
$4,500 per quarter for services as directors plus $500 for each meeting
attended. Members of committees of the Board receive $500 for each committee
meeting attended. Each incumbent nominee for Director attended at least 75% of
the aggregate of all Board meetings and meetings of Committees on which he
served during the fiscal year ended June 30, 2001.

Audit Committee

The functions of the Audit Committee and its activities during fiscal 2001
are described below under the heading "Report of the Audit Committee." During
the year, the Board examined the composition of the Audit Committee in light
of the adoption by the New York Stock Exchange of new rules governing audit
committees. Messrs. Antonini (Chairman), Dean and McIntyre served as Audit
Committee members during fiscal 2001. Based upon its examination, the Board
confirmed that each member of the Audit Committee is "independent" within the
meaning of the New York Stock Exchange's rules.

Compensation Committee

The function of the Compensation Committee is to make recommendations to the
Board of Directors regarding remuneration arrangements for executive officers
of the Company, including the granting of stock options pursuant to the
Company's stock option plans. The Compensation Committee also reviews and
makes recommendations with respect to participation of executive officers in
the Company's Incentive Bonus Program. One meeting of the Committee was held
during fiscal 2001. Messrs. McIntyre (Chairman), Antonini and Dean served as
Compensation Committee members during fiscal 2001.

Board Nominations

The Company's Board of Directors has no standing Nominating Committee. The
Board in its entirety acts upon matters which would otherwise be the
responsibility of such a committee.

Section 16 Reporting

Under current securities laws, the Company's directors, executive officers
and any persons holding more than 10% of the Company's common stock are
required to report their initial ownership and any subsequent changes in that
ownership to the Securities and Exchange Commission and to the New York Stock
Exchange. Specific due dates for the required reports have been established
and the Company is required to disclose in this proxy statement any failure to
file by those dates. To the best of the Company's knowledge, all filing
requirements for fiscal 2001 were timely satisfied.

In making this disclosure, the Company has relied on a review of copies of
forms furnished to the Company, discussions with those persons known to be
subject to Section 16(a) reporting requirement and written representations
that no other reports were required relating to fiscal 2001.

REPORT OF THE AUDIT COMMITTEE

The following Audit Committee Report does not constitute soliciting material
and should not be deemed filed or incorporated by reference into any other
Company filing under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except to the extent the Company specifically incorporates the Report
by reference therein:

The Audit Committee operates under a written charter adopted by the Board of
Directors. The Audit Committee is composed of three outside directors, each of
whom is financially literate and able to understand fundamental financial
statements. One of the Committee members has accounting-related financial
management expertise. The Audit Committee met three times during fiscal 2001.
The members of the Audit Committee are Messrs. Antonini (Chairman), Dean and
McIntyre.

In connection with the Company's consolidated financial statements for the
fiscal year ended June 30, 2001, the Audit Committee has:

. reviewed and discussed the audited financial statements with management
and with representatives of PricewaterhouseCoopers LLP, the Company's
independent accountants.

. discussed with the Company's independent accountants the matters
required to be discussed by Statement on Auditing Standards No. 61
(Communications with Audit Committees);

. received from the Company's independent accountants information
regarding their independence as required by Independence Board Standard
No. 1 (Independent Discussions with Audit Committees); and

. discussed with the Company's independent accountants their independence.

Based on the Audit Committee's review and discussions noted above, the Audit
Committee recommended to the Board of Directors that the Company's audited
financial statements be included in the Company's Annual Report on Form 10-K
for the fiscal year ended June 30, 2001 for filing with the Securities and
Exchange Commission.

David M. Antonini, Chairman
Alexander L. Dean
Joel F. McIntyre

AUDIT FEES

The aggregate audit fees billed or to be billed to the Company for the
fiscal year ended June 30, 2001 by PricewaterhouseCoopers LLP, its independent
auditors, were $150,000. The Company paid no fees to its independent auditors
during fiscal 2001 for financial information systems design and implementation
or any other services.

COMPENSATION COMMITTEE REPORT

The following Compensation Committee Report does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Company filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent the Company specifically
incorporates the Report by reference therein:

The compensation of the Chief Executive Officer ("CEO") and the Company's
other senior executives is determined by the Board of Directors after
receiving the recommendation of the Compensation Committee (the "Committee")
of the Board of Directors. The Committee, which also has oversight
responsibility for the incentive compensation plans for all of the Company's
executive employees, is a standing committee of the Board of Directors
comprised entirely of independent directors. No member of the Committee is
eligible to participate in any of the compensation plans or programs it
administers.

Compensation Philosophy

The Company's executive compensation philosophy, developed over the past
decade, reflects the belief of the Board of Directors that the interests of
executives should be closely aligned with those of the Company's stockholders.
As a consequence, substantially all awards of incentive bonuses and grants of
stock options are tied to the attainment of results that benefit the Company
and its stockholders. The Company's compensation philosophy ensures that
executives are motivated to improve the overall performance and profitability
of the Company as well as the specific division or area of operations for
which each individual executive is responsible.

Compensation Program

The Committee regularly reviews currently available information regarding
the executive compensation programs of other companies that are operating in
one or more of the Company's markets, as well as a group of comparable
manufacturing companies nationwide, to ensure that the Company's plans and
practices are competitive and appropriate in light of the Company's
performance and compensation philosophy. As discussed below, an executive
officer's compensation package is comprised of three principal components: (1)
base salary; (2) annual incentives; and (3) stock options.

Base Salary. The Company sets executive base salaries at the lower end of
the average range of salaries paid by United States manufacturing companies
with annual revenues comparable to the Company's. The Company regularly
reviews pay data available from third-party sources to determine if its base
salary levels meet the Company's objectives. A number of factors are
considered in establishing base salary levels for Company executive officers
including the executive's recent performance, level of responsibility, years
of service with the Company and overall competitiveness relative to comparable
positions at other companies.

The CEO's base salary for fiscal 2001 was $253,600, unchanged from the base
salary set in July of 1998. The CEO's base salary and the other elements of
his compensation are determined in accordance with the policies previously
described herein which are applicable to all the senior executives of the
Company.

Annual Incentives. Certain key employees (including the executive officers)
of the Company and its domestic subsidiaries may be granted annual cash
bonuses under the Company's Managerial Incentive Bonus Plan ("Plan"). The Plan
rewards improvements in the performance of the subsidiary or business segment
to which a Plan participant is assigned. The annual incentive award
opportunity for the CEO and the other named executives, in light of their
Company-wide responsibilities, is dependent upon overall Company performance.

Participants are eligible to receive annual cash bonuses of up to 10% of
base salary if certain predetermined quantitative performance criteria are met
or exceeded during a fiscal year. Performance achievements are compared
against established improvement standards for: (1) change in pretax net income
(decrease in pretax net loss), (2) change in pretax net income (pretax net
loss) expressed as a percentage of sales revenues, (3) increase in sales
revenues and (4) increase in sales per aggregate unit man/hours worked. In
addition to established target performance standards for each award component,
the Plan also identifies minimum levels of performance that must be achieved
before a Plan participant becomes entitled to an award.

Stock Options. Stock options are granted to encourage and facilitate
executive stock ownership and to underscore the importance of enhancing
shareholder value over the long term. Incentive stock options are granted at
100% (and, in some instances, 110%) of the fair market value of the underlying
stock on the date of grant, thus rewarding optionees only for appreciation in
the Company's common stock enjoyed by all Company stockholders. Nonstatutory
stock options may be granted in certain circumstances at 80% or more of the
fair market value of the underlying stock on the grant date. While all
executives are eligible to receive stock options, participation in a grant, as
well as the size and terms of the grants to participating executives, are
contingent upon performance and overall level of compensation.

Joel F. McIntyre, Chairman
David M. Antonini
Alexander L. Dean

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER INFORMATION

The Compensation Committee is comprised exclusively of directors who are not
and have never been employees of the Company. No executive officer of the
Company serves on the Compensation Committee or as a director of another
company for which any member of the Compensation Committee serves as a
director or executive officer.

EXECUTIVE COMPENSATION

The following table sets forth, on an accrual basis, all cash and non-cash
compensation earned by or awarded to the Company's Chief Executive Officer and
its three other most highly compensated executive officers for all services
rendered to the Company and its subsidiaries for the fiscal years indicated:

Summary Compensation Table

Annual
Compensation
----------------- Other Annual
Name and Principal Position Year Salary Bonus(1) Compensation(2)
--------------------------- ---- ------ -------- ---------------

Cornelius C. Vanderstar................. 2001 $253,600 $3,958
Chairman of the Board 2000 253,600 3,231
and Chief Executive Officer 1999 253,600 3,995

David C. Treinen........................ 2001 238,000 $21,420 3,936
President and Chief Operating Officer; 2000 221,900 3,212
Secretary 1999 210,000 3,972

Ronald L. Rudy.......................... 2001 218,000 19,520 3,900
Senior Vice President-Operations 2000 211,350 3,181
1999 200,000 3,934

Mitchell K. Fogelman(3)................. 2001 182,000 16,380 3,856
Senior Vice President-Finance and 2000 161,340 3,142
Administration

--------
(1) Represents amounts paid or payable under the Company's Managerial
Incentive Bonus Plan.

(2) Represents contributions, on the same basis as all eligible employees, to
the Company's Profit Sharing Plan, a defined contribution retirement
plan.
(3) Mr. Fogelman was not an executive officer prior to 2000.

Stock Options

The following table summarizes the number of stock options held by the named
executive officers at June 30, 2001, all of which were currently exercisable.
No options were granted during fiscal 2001 and none of the options held by
such executive officers at year-end were "in the money."

Number of Shares
Underlying Unexercised
Options Held at Fiscal
Year-End
----------------------
Name Exercisable
---- ----------------------

David C. Treinen...................................... 10,000
Ronald L. Rudy........................................ 10,000
Mitchell K. Fogelman.................................. 7,500

STOCK PERFORMANCE GRAPH

The Stock Price Performance Graph below compares the cumulative total
shareholder return on the Company's Common Stock against the cumulative total
return of the S&P 500 Composite Index and the S&P Building Materials Index.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG INTERNATIONAL ALUMINUM CORPORATION, S&P 500 AND S&P BUILDING MATERIALS

[PERFORMANCE GRAPH APPEARS HERE]

INTERNATIONAL ALUM CORP

Cumulative Total Return
-------------------------------------------------------
6/96 6/97 6/98 6/99 6/00 6/01

INTERNATIONAL ALUMINUM CORPORATION 100.00 109.09 132.40 122.57 81.66 106.19
S & P 500 100.00 134.70 175.33 215.22 230.83 196.59
S & P BUILDING MATERIALS 100.00 128.71 160.23 150.16 81.43 103.68

Assumes $100.00 invested on June 30, 1996. Total return assumes reinvestment
of dividends.

PROPOSAL 2--APPROVAL OF ADOPTION OF 2001 STOCK OPTION PLAN

The Board of Directors in 1991 adopted, subject to shareholder approval, the
Company's 1991 Stock Option Plan (the "1991 Plan"), under which a total of
500,000 shares of common stock were reserved for issuance pursuant to stock
options granted under the 1991 Plan. Adoption of the 1991 Plan was ratified
and approved by vote of the Company's shareholders at the 1991 Annual Meeting
of Shareholders. The 1991 Plan expired on August 15, 2001, as of which date
the Company had issued 2,300 shares of common stock under the 1991 Plan and
had outstanding options to purchase an additional 120,500 shares of common
stock. Immediately prior to its expiration, therefore, there were 497,700
shares of common stock reserved for issuance under the 1991 Plan, including
the 120,500 shares subject to outstanding stock options.

The ability to grant stock options plays a role in the Company's efforts to
attract and retain employees and to align the interests of employees with
those of the shareholders through increased employee ownership of the Company.
For this reason, and in anticipation of the expiration of the 1991 Plan, on
May 11, 2001 the Board of Directors adopted the International Aluminum
Corporation 2001 Stock Option Plan (the "2001 Plan" or the "Plan"), effective
August 16, 2001. The purpose of the 2001 Plan is to enable the Company to
continue to grant stock options as originally contemplated under the 1991
Plan. The 2001 Plan does not increase the number of shares that were available
for issuance under the 1991 Plan at the time of its expiration or effect any
other material change to the 1991 Plan, except as described below. The 2001
Plan has been updated to eliminate or amend out-of-date or obsolete references
in the 1991 Plan.

As did the 1991 Plan, the 2001 Plan provides for the grant of either so-
called incentive stock options ("ISO's") or nonstatutory stock options
("NSO's") to officers, directors and other key employees of the Company and
its subsidiaries, except that ISO's may not be granted to non-employee
directors. No option may be granted under the 2001 Plan after ten years
following the date the Plan was adopted.

The following discussion of the 2001 Plan is qualified in its entirety by
reference to the provisions of the 2001 Plan, a copy of which is set forth as
Annex A to this Proxy Statement.

Shares Subject to the Plan

There will be available for issuance pursuant to the exercise of options
granted under the 2001 Plan a total of 377,200 shares of common stock of the
Company (i.e., the same number of shares available under the 1991 Plan when it
expired recently), plus up to 120,500 shares of common stock that are subject
to currently outstanding options under the 1991 Plan to the extent such
options subsequently expire or are cancelled, in whole or in part, without
being exercised. Assuming that all of the options currently outstanding under
the 1991 Plan were to expire or be cancelled in the future without being
exercised, the maximum number of shares available for issuance under the 2001
Plan would be 497,700 shares.

If there is a stock split, stock dividend or other change in the Company's
capitalization during the term of the 2001 Plan, the aggregate number of
shares for which options may be granted, the number of shares subject to
outstanding options and the exercise price per share of such options will be
appropriately and proportionately adjusted to reflect the same. If any
outstanding option, or a portion thereof, expires or is terminated without
having been exercised in full, the shares subject to the portion of such
option not so exercised will become available for subsequent grant under the
Plan.

Administration

The 2001 Plan is administered by an Administrator consisting of either the
Board of Directors or a Committee appointed by the Board. To date, no such
Committee has been appointed. The Administrator has full power to interpret
the Plan and to establish and amend rules for its administration. The
Administrator is also authorized to determine who, from among the eligible
class of persons, will be granted options and the terms of such options.

The Board of Directors may at any time amend the 2001 Plan, although no
amendment may increase the number of shares which may be issued under the
Plan, change the classes of persons eligible to receive options or materially
increase the benefits accruing to participants under the 2001 Plan, without
shareholder approval. The Board of Directors may also amend the Plan from time
to time, to the extent necessary or advisable, to enable participants who are
officers or directors of the Company and who are subject to the duties
established by Section 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with respect to purchases and sales of equity securities
of the Company, to obtain the benefits of exclusions or exemptions from
Section 16 and the rules and regulations promulgated thereunder.

Eligible Persons

Participants in the 2001 Plan will be selected by the Administrator. The
Board of Directors contemplates that options under the Plan will be granted to
officers of the Company, non-employee directors and other key employees of the
Company and its subsidiaries with managerial or supervisory responsibilities
whom the Committee determines from time to time have made a significant
contribution to the Company's past success or are in a position to contribute
to its continued success. At present, an estimated 50 persons are eligible for
selection to receive options pursuant to the Plan.

All officers (including officers who are members of the Board of Directors),
non-employee directors and other key employees of the Company or any of its
subsidiaries are eligible to receive NSO's. Officers and other key employees
are also eligible to receive ISO's; provided, however, an officer or key
employee who beneficially owns more than 10% of the common stock of the
Company may only be granted an ISO if the option price is at least 110% of the
fair market value of the common stock at the date of grant and such option by
its terms is not exercisable after the expiration of five years from the date
of grant. The Administrator may at any time or from time to time designate one
or more directors as being ineligible for selection as a participant in the
Plan for any period or periods of time.

Limitation on Individual Option Grants

No eligible person may be granted options during any 12-month period
covering more than 100,000 shares.

Option Price and Consideration for Shares Purchased

The option price per share in the case of an ISO must be no less than the
fair market value per share (as defined in the Plan) on the date of grant and,
in the case of an option granted to an officer or employee who owns more than
10% of the Company's common stock, the option price per share must equal at
least 110% of the fair market value on the date of grant. The price per share
at which a NSO may be granted must be at least 80% of the fair market value
per share on the date of grant.

The purchase price is payable in full upon the exercise of an option. If the
applicable option agreement so provides, or the Administrator in its sole
discretion otherwise approves, the purchase price may be paid (i) by the
surrender of previously acquired shares of the Company's common stock having a
fair market value equal to the exercise price; or (ii) by a combination of
cash and shares.

As of September 10, 2001, "the Fair Market Value" (as defined in the 2001
Plan) per share of the Company's common stock was $26.15.

Term of Exercise and Expiration of Options

Options become exercisable at such times and in such installments as the
Administrator provides in the individual option agreements. However, the
aggregate fair market value of the shares (determined as of the time the
option is granted) with respect to which ISO's are exercisable for the first
time by any optionee during any calendar year under the Plan and all other
plans maintained by the Company will not exceed $100,000.

Each option shall expire on the date established by the Administrator but
may not expire later than ten years from the date of grant, provided, however,
that the term of an ISO granted to an officer or key employee who owns
beneficially more than 10% of the Company's common stock may not expire later
than five years from the date of grant.

With respect to options granted employees, to the extent that the right to
exercise such option had accrued pursuant to the terms of the applicable
agreement and had not been previously exercised, options will expire on the
earliest of (i) 30 days after cessation of employment for reasons other than
retirement, death or disability, (ii) 90 days after cessation of employment
due to retirement, or (iii) 12 months after the cessation of employment due to
death or disability.

Nontransferability of Options

Options granted under the 2001 Plan are not transferable other than by will
or the laws of descent and distribution.

Certain Corporate Transactions

In the event of the sale of all, or substantially all, of the assets of the
Company or a merger or consolidation in which the Company is not the surviving
corporation, the 2001 Plan and each option under the Plan will terminate, but
only after each optionee has been given the right to exercise any unexpired
option or options in full or in part without regard to any installment or
vesting provisions of any option agreement. Alternatively, the surviving or
acquiring corporation may, at its sole and absolute discretion, tender to any
optionee a substitute option or options to purchase shares of the surviving or
acquiring corporation. Such substitute options will contain all terms and
provisions required to substantially preserve the rights and benefits of all
options then held by the optionee receiving such substitute option.

In the event of a pending or threatened takeover bid, tender offer or
exchange offer for 20% or more of the Company's outstanding stock or in the
event that any person makes any filing under Section 13(d) or 14(d) of the
Exchange Act with respect to the Company, other than a filing on Form 13G or
Form 14D, the Board of Directors may in its sole discretion, without obtaining
shareholder approval, take one or more of the following actions: (i)
accelerate the exercise of any outstanding option or make the option fully
vested and exercisable; (ii) pay cash to any or all holders of options in
exchange for the cancellation of their outstanding options; or (iii) make any
other adjustments or amendments to the Plan and outstanding options and
substitute new options for such outstanding options.

Federal Income Tax Consequences

Set forth below is a general summary of the Federal income tax consequences
associated with the 2001 Plan.

Nonstatutory Stock Options. For Federal income tax purposes, the recipient
of an NSO will not have taxable income upon the grant of the option, nor will
the Company then be entitled to any deduction. Generally, upon exercise of an
NSO, the optionee will recognize ordinary income, and the Company will be
entitled to a deduction, in an amount equal to the excess, if any, of the fair
market value of the stock at the date of exercise over the option exercise
price. An optionee's basis for the stock for purposes of determining his gain
or loss on subsequent disposition of the shares generally will be the fair
market value of the stock on the date of exercise. However, if the shares
received by the optionee are subject to Section 16(b) of the Exchange Act, see
the discussion below under "Section 16(b) Deferral."

The Company generally will be required to withhold or collect Federal income
tax at the appropriate rate upon the income recognized as a result of the
exercise of a NSO.

Incentive Stock Options. An employee generally recognizes no income when an
ISO is granted to him or when that option is exercised; however, the amount by
which the fair market value of the shares at the time of exercise exceeds the
option price is subject to the alternative minimum tax under Section 55 of the
Internal Revenue Code of 1986, as amended (the "Code"). Upon a disposition of
shares acquired pursuant to an ISO, the optionee will recognize long-term
capital gain and the Company will not be entitled to a deduction so long as
such disposition does not occur (i) within two years after the grant of the
option or (ii) within one year after the exercise of the option. If the
applicable periods are not satisfied, the optionee may recognize ordinary
income depending on the value of the stock on the date of sale or other
disposition and the Company will be entitled to a deduction to the extent of
any ordinary income so recognized.

Section 16(b) Deferral. Section 83 of the Code is applicable to any
property, including stock, received by a person in connection with the
performance of services. Unless an election is made as described below,
Section 83 provides for the deferral of taxation for up to six months so long
as such person's rights in the property are subject to a "substantial risk of
forfeiture" and are not "transferable" (as those terms are defined in Section
83). For this purpose, so long as the gain on sale of stock received upon
exercise of an option could subject a person to suit under Section 16(b) of
the Exchange Act (a "Covered Person"), any stock held by a Covered Person is
treated as subject to Section 83. It is possible that the Section 16(b)
deferral will apply to shares acquired pursuant to an NSO if the Covered
Person has sold common stock within the six-month period prior to exercise,
although the Internal Revenue Service (the "IRS") may take the position that
the Section 16(b) deferral does not apply in such circumstances.

Deferral under Section 83 can be avoided if the Covered Person makes an
election within 30 days of the exercise to include the excess of the fair
market value of the stock, as of the date of exercise, over the option price,
if any, in income in the year of exercise. Such an election, if made, is
irrevocable, except with the consent of the IRS.

If no such timely election is made, the effects on any Covered Person of the
deferral under Section 83 would include the following:

. For purposes of determining the amount of compensation income recognized
by the optionee, the stock will be valued, not at the time of exercise,
but at the end of the deferral period. The result will be that any
additional appreciation in value during the deferral period will be
treated as compensation income.

. The beginning of the optionee's holding period for capital gain purposes
will be deferred until the end of the deferral period.

Registration under Securities Act of 1933

The issuance of the shares of common stock issuable under the 2001 Plan will
be registered under the Securities Act of 1933 by a means of a Form S-8
Registration Statement to be filed with the Securities and Exchange Commission
under that Act.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" APPROVAL OF ADOPTION
OF THE 2001 STOCK OPTION PLAN. PROXIES SOLICITED BY THE BOARD WILL BE VOTED
"FOR" APPROVAL OF THE PROPOSAL UNLESS OTHERWISE INSTRUCTED.

PROPOSAL 3--NONBINDING SHAREHOLDER PROPOSAL

The Company has been notified that Mr. William Steiner intends to present a
proposal entitled "Maximize Value Resolution" for consideration at the
meeting. The proposal is advisory in nature, and will not be binding on the
Board of Directors, even if approved at the meeting. The proposal and Mr.
Steiner's supporting statement, for which the Company and the Board of
Directors accept no responsibility, are set forth below. The Company will
furnish shareholders the proponent's address and the number of shares of
common stock held by him upon request to the Secretary of the Company.

"Proposal

MAXIMIZE VALUE RESOLUTION

Resolved that the shareholders of International Aluminum Corporation urge
the International Aluminum Corporation Board of Directors to arrange for the
prompt sale of International Aluminum Corporation to the highest bidder.

The purpose of the Maximize Value Resolution is to give all International
Aluminum Corporation shareholders the opportunity to send a message to the
International Aluminum Corporation Board that they support the prompt sale of
International Aluminum Corporation to the highest bidder. A strong and/or
majority vote by the shareholders would indicate to the board the displeasure
felt by the shareholders of the shareholder returns over many years and the
drastic action that should be taken. Even if it is approved by the majority of
the International Aluminum Corporation shares represented and entitled to vote
at the annual meeting, the Maximize Value Resolution will not be binding on
the International Aluminum Corporation Board. The proponent however believes
that if this resolution receives substantial support from the shareholders,
the board may choose to carry out the request set forth in the resolution."

"Supporting Statement

The prompt auction of International Aluminum Corporation should be
accomplished by any appropriate process the board chooses including a sale to
the highest bidder whether in cash, stock, or a combination of both. It is
expected that the board will uphold its fiduciary duties to the utmost during
the process.

The proponent further believes that if the resolution is adopted, the
management and the board will interpret such adoption as a message from the
company's stockholders that it is no longer acceptable for the board to
continue with its current management plan and strategies.

I URGE YOUR SUPPORT, VOTE FOR THIS RESOLUTION."

STATEMENT IN RESPONSE TO SHAREHOLDER PROPOSAL

On July 27, 2001, in response to receipt of the nonbinding shareholder
proposal described above, management of the Company advised the proponent that
it would recommend a vote against the proposal. Management further advised the
proponent that the Board of Directors is well aware of its responsibilities to
all shareholders and has acted, and will continue to act, with those
responsibilities in mind.

The Board of Directors is concerned that the adoption of the shareholder
proposal would be detrimental to the interests of the Company and its
shareholders. Although the shareholder proposal does not require the Board to
take any action, the Board believes that its adoption would engender
uncertainty regarding the Company's future in the minds of employees,
customers, suppliers and business partners of the Company and may damage these
relationships. The Board of Directors also believes that passage of the
shareholder proposal could be misinterpreted by potential investors and
acquirers to mean that the Company is available for purchase at any price and
is willing to accept the highest purchase offer, even if only one offer is
made or an inadequate offer is made.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "AGAINST" APPROVAL
OF THE NONBINDING SHAREHOLDER PROPOSAL. PROXIES SOLICITED BY THE BOARD WILL BE
VOTED "AGAINST" APPROVAL OF THE PROPOSAL UNLESS OTHERWISE INSTRUCTED.

PROPOSAL 4--RATIFICATION OF INDEPENDENT ACCOUNTANTS

The Board of Directors of the Company, in accordance with the recommendation
of its Audit Committee, none of whom is an officer of the Company, has
selected PricewaterhouseCoopers LLP as independent accountants of the Company
for the year ending June 30, 2002 and further directed that such selection be
submitted for ratification by the shareholders at the annual meeting.
PricewaterhouseCoopers LLP, a nationally known firm of independent
accountants, has audited the Company's financial statements for over 20 years.
Representatives of PricewaterhouseCoopers LLP will be present at the annual
meeting and will be available to make a statement if they so desire and to
respond to appropriate questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE SELECTION
OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT ACCOUNTANTS FOR FISCAL 2002.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED "FOR" RATIFICATION OF THEIR
SELECTION UNLESS OTHERWISE INSTRUCTED.

ANNUAL REPORT ON FORM 10-K

The Company's Annual Report to the Securities and Exchange Commission on
Form 10-K for the year ended June 30, 2001 is available without charge to
shareholders upon written request. Requests should be addressed to Mr.
Mitchell K. Fogelman, Senior Vice President--Finance, International Aluminum
Corporation, P. O. Box 6, Monterey Park, California 91754.

SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

Any shareholder who intends to present a proposal at the Company's 2002
Annual Meeting of Shareholders is advised that in order for such proposal to
be included in the Board of Directors' proxy material for such meeting, the
proposal must be directed to the Secretary of the Company at its principal
executive offices such that it is received no later than May 26, 2002, and the
proposal must meet certain eligibility requirements of the Securities and
Exchange Commission. The Company's management proxies may exercise their
discretionary voting authority, without any discussion of the proposal in the
Company's proxy materials, with respect to any proposal which is received by
the Company after August 15, 2002.

OTHER MATTERS

The Company's Annual Report to Shareholders, including financial statements,
for the year ended June 30, 2001, accompanies this Proxy Statement.

The management of the Company does not know of any matter to be acted upon
at the meeting other than the matters above described. If any other matter
properly comes before the meeting, however, the proxy holders of the proxies
will vote thereon in accordance with their best judgment.

The cost of soliciting proxies will be borne by the Company. The proxy
soliciting material, in addition to being mailed directly to shareholders,
will be distributed through brokers, custodians, nominees and other like
parties to beneficial owners of stock, and the Company expects to reimburse
such parties for their reasonable charges and expenses in connection
therewith.

Although it is contemplated that proxies will be solicited principally
through the use of the mail, the solicitation of proxies may be made by means
of personal calls upon, or telephonic or other communications with,
shareholders or their personal representatives by directors, officers and
employees of the Company, who will not be specially compensated for such
services.

By Order of the Board of Directors

/s/ David C. Treinen
David C. Treinen
President and Secretary

September 19, 2001

ANNEX A

INTERNATIONAL ALUMINUM CORPORATION
2001 STOCK OPTION PLAN

1. PURPOSE

The Plan is intended to provide incentives to key employees and directors of
the Corporation and its Subsidiaries, to encourage proprietary interest in the
Corporation, to encourage such key employees to remain in the employ of the
Corporation and its Subsidiaries or such key directors to remain in the
service of the Corporation and its Subsidiaries, and to attract new employees
and directors with outstanding qualifications.

2. DEFINITIONS. Unless otherwise defined herein or the context otherwise
requires, the capitalized terms used herein shall have the following meanings:

(a) "Act" shall mean the Securities Act of 1933, as amended.

(b) "Administrator" shall mean the Board or the Committee, whichever
shall be administering the Plan from time to time in the discretion of the
Board, as described in Section 4 of the Plan.

(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(e) "Committee" shall mean the committee appointed by the Board in
accordance with Section 4 of the Plan.

(f) "Common Stock" shall mean the $1.00 par value Common Stock of the
Corporation and any class of shares into which such Common Stock hereafter
may be converted or reclassified.

(g) "Corporation" shall mean INTERNATIONAL ALUMINUM CORPORATION, a
California corporation.

(h) "Disability" shall mean a medically determinable physical or mental
impairment which has made an individual incapable of engaging in any
substantial gainful activity. A condition shall be considered a Disability
only if (i) it can be expected to result in death or has lasted or it can
be expected to last for a continuous period of not less than twelve (12)
months, and (ii) the Administrator, based upon medical evidence, has
expressly determined that Disability exists.

(i) "Employee" shall mean an individual who is employed (within the
meaning of Section 3401 of the Code and the regulations thereunder) by the
Corporation or a Subsidiary.

(j) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

(k) "Exercise Price" shall mean the price per Share of Common Stock,
determined by the Administrator, at which an Option may be exercised.

(l) "Fair Market Value" shall mean the value of one (1) Share of Common
Stock, determined as follows:

(i) If the Shares are traded on an exchange or over-the-counter on
the National Market System (the "NMS") of the National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ"), (A) if
listed on an exchange, the closing price as reported for composite
transactions on the business day immediately prior to the date of
valuation or, if no sale occurred on that date, then

A-1

the mean between the closing bid and asked prices on such exchange on
such date, and (B) if traded on the NMS, the last sales price on the
business day immediately prior to the date of valuation or, if no sale
occurred on such date, then the mean between the highest bid and the
lowest asked prices as of the close of business on the business day
immediately prior to the date of valuation, as reported in the NASDAQ
system;

(ii) If the Shares are not traded on an exchange or the NMS but are
otherwise traded over-the-counter, the mean between the highest bid and
lowest asked prices quoted in the NASDAQ system as of the close of
business on the business day immediately prior to the date of valuation
or, if on such day such security is not quoted in the NASDAQ system, the
mean between the representative bid and asked prices on such date in the
domestic over-the-counter market as reported by the National Quotation
Bureau, Inc., or any similar successor organization; and

(iii) If neither clause (i) nor (ii) above applies, the fair market
value as determined by the Administrator in good faith. Such
determination shall be conclusive and binding on all persons.

(m) "Incentive Stock Option" shall mean an option described in Section
422(b) of the Code.

(n) "Nonstatutory Stock Option" shall mean an option not described in
Section 422(b) of the Code.

(o) "Option" shall mean any stock option granted pursuant to the Plan.
An Option shall be granted on the date the Administrator takes the
necessary action to approve the grant. However, if the minutes or
appropriate resolutions of the Administrator provide that an option is to
be granted as of a date in the future, the date of grant shall be that
future date.

(p) "Option Agreement" shall mean a written stock option agreement
evidencing a particular Option.

(q) "Optionee" shall mean a Participant who has received an Option.

(r) "Participant" shall have the meaning assigned to it in Section 5(a)
hereof.

(s) "Plan" shall mean this INTERNATIONAL ALUMINUM CORPORATION 2001 Stock
Option Plan, as it may be amended from time to time.

(t) "Predecessor Plan" shall mean the INTERNATIONAL ALUMINUM CORPORATION
1991 Stock Option Plan, as amended.

(u) "Purchase Price" shall mean the Exercise Price multiplied by the
number of Shares with respect to which an Option is exercised.

(v) "Retirement" shall mean the voluntary cessation of employment by an
Employee upon the attainment of age sixty-five (65) and the completion of
not less than ten (10) years of service with the Corporation or a
Subsidiary.

(w) "Share" shall mean one share of Common Stock, adjusted in accordance
with Section 10 of the Plan (if applicable).

(x) "Subsidiary" shall mean any subsidiary corporation of the
Corporation as defined in Section 424(f) of the Code.

3. EFFECTIVE DATE

The Plan was adopted by the Board effective August 16, 2001 subject to the
approval of the Corporation's stockholders pursuant to Section 15 hereof.

A-2

4. ADMINISTRATION

The Plan shall be administered, in the discretion of the Board from time to
time, by the Board or by a Committee which shall be appointed by the Board.
The Board may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, however caused, shall. be filed by the
Board. The Committee shall be composed of disinterested directors, i.e.,
directors who have not, during the one year prior to service as an
administrator of the Plan, been granted or awarded equity securities pursuant
to the Plan or any other plan of the Corporation or any of its affiliates,
other than a plan which would not negate such director's status as
"disinterested" pursuant to Rule 16b-3 promulgated under the Exchange Act.
There shall be at least two directors serving on the Committee at any time.
The Board shall appoint one of the members of the Committee as Chairman. The
Administrator shall hold meetings at such times and places as it may
determine. Acts of a majority of the Administrator at which a quorum is
present, or acts reduced to or approved in writing by the unanimous consent of
the members of the Administrator, shall be the valid acts of the
Administrator.

The Administrator shall from time to time at its discretion select the
Employees and directors who are to be granted Options, determine the number of
Shares to be subject to Options to be granted to each Optionee and designate
such Options as Incentive Stock Options or Nonstatutory Stock Options, except
that no Incentive Stock Option may be granted to a non-Employee director. A
Committee or Board member shall in no event participate in any determination
relating to Options held by or to be granted to such Committee or Board
member. The interpretation and construction by the Administrator of any
provision of the Plan or of any option or Option Agreement shall be final. No
member of the Administrator shall be liable for any action or determination
made in good faith with respect to the Plan or any Option.

5. PARTICIPATION

(a) Eligibility

The Optionees shall be such persons (collectively, "Participants";
individually a "Participant") as the Administrator may select from among the
following classes of persons, subject to the terms and conditions of Section
5(b) below:

(i) Employees (who may be officers, whether or not they are
directors); and

(ii) Directors of the Corporation or of a Subsidiary.

Notwithstanding provisions of the first paragraph of this Section 5(a), the
Administrator may at any time or from time to time designate one or more
directors as being ineligible for selection as Participants in the Plan for
any period or periods of time.

(b) Ten-Percent Stockholders

A Participant who owns more than ten percent (10%) of the total combined
voting power of all classes of outstanding stock of the Corporation, its
parent or any of its Subsidiaries shall not be eligible to receive an Option
unless (i) the Exercise Price of the Shares subject to such Option is at least
one hundred ten percent (110%) of the Fair Market Value of such Shares on the
date of grant and (ii) such Option by its terms is not exercisable after the
expiration of five (5) years from the date of grant.

For purposes of Section 5(b) above, in determining stock ownership, a
Participant shall be considered as owning the stock owned, directly or
indirectly, by or for his or her brothers and sisters, spouse, ancestors and

A-3

lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be considered as being owned
proportionately by or for its shareholders, partners or beneficiaries. Stock
with respect to which such Participant holds an Option shall not be counted.

(d) "Outstanding stock"

For purposes of Section 5(b) above, "outstanding stock" shall include all
stock actually issued and outstanding immediately after the grant of the
Option to the Optionee. "Outstanding stock" shall not include shares
authorized for issue under outstanding Options held by the Optionee or by any
other person.

6. STOCK

The stock subject to Options granted under the Plan shall be Shares of the
Corporation's authorized but unissued or reacquired Common Stock. The
aggregate number of Shares which may be issued upon exercise of Options under
the Plan shall not exceed the sum of (i) 377,200 Shares plus (ii) up to
120,500 additional Shares reserved for issuance under the Predecessor Plan
pursuant to "Options" (as defined therein) outstanding under the Predecessor
Plan as of the effective date referred to in Section 3 to the extent that such
"Options" expire or are terminated, in whole or in part, without being
exercised. The number of Shares subject to Options outstanding at any time
shall not exceed the number of Shares remaining available for issuance under
the Plan. In the event that any outstanding Option for any reason expires or
is terminated, the Shares allocable to the unexercised portion of such Option
may again be made subject to an Option. No eligible person shall be granted
Options during any twelve-month period covering more than 100,000 Shares. The
limitations established by this Section 6 shall be subject to adjustment in
the manner provided in Section 10 hereof upon the occurrence of an event
specified in that Section.

7. TERMS AND CONDITIONS OF OPTIONS

(a) Stock Option Agreements

Each Option shall be evidenced by an Option Agreement in such form as the
Administrator shall from time to time determine. Such Option Agreements need
not be identical but shall comply with and be subject to the terms and
conditions set forth in this Section 7.

(b) Nature of Option

Each Option shall state whether it is an Incentive Stock Option or a
Nonstatutory Stock Option.

Each Option shall state the number of Shares to which it pertains and shall
provide for the adjustment thereof in accordance with the provisions of
Section 10 hereof.

(d) Exercise Price

Each Option shall state the Exercise Price. The Exercise Price in the case
of any Incentive Stock Option shall not be less than the Fair Market Value on
the date of grant and, in the case of an Incentive Stock Option granted to an
Optionee described in Section 5(b) hereof, shall not be less than one hundred
ten percent (110%) of the Fair Market Value on the date of grant. The Exercise
Price in the case of any Nonstatutory Stock Option shall not be less than
eighty percent (80%) of the Fair Market Value on the date of grant.

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(e) Medium and Time of Payment

The Purchase Price shall be payable in full in United States dollars upon
the exercise of the Option; provided, however, that if the applicable Option
Agreement so provides, or the Administrator, in its sole discretion otherwise
approves thereof, the Purchase Price may be paid by the surrender of Shares in
good form for transfer, owned by the person exercising the Option and having a
Fair Market Value on the date of exercise equal to the Purchase Price, or in
any combination of cash and Shares, so long as the sum of the cash so paid and
the Fair Market Value of the Shares so surrendered equals the Purchase Price.

If the Corporation determines that it is required to withhold state or
Federal income tax as a result of the exercise of an Option, as a condition to
the exercise thereof, an Optionee must make arrangements satisfactory to the
Corporation to enable it to satisfy such withholding requirements before the
Optionee shall be permitted to exercise the Option.

(f) Term and Non-Transferability of Options

Each Option shall state the time or times when all or part thereof becomes
exercisable. No Option, including Incentive Stock Options, shall be
exercisable after the expiration of ten (10) years from the date it was
granted. During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee or the Optionee's guardian or legal representative and
shall not be assignable or transferable. In the event of the Optionee's death,
the Option shall not be transferable by the Optionee other than by will or the
laws of descent and distribution. Any other attempted alienation, assignment,
pledge, hypothecation, attachment, execution or similar process, whether
voluntary or involuntary, with respect to all or any part of any Option or
right thereunder, shall be null and void and, at the Corporation's option
shall cause all of the Optionee's rights under the Option to terminate.

(g) Cessation of Employment (Except by Death, Disability or Retirement)

If an Optionee ceases to be an Employee for any reason other than his or her
death, Disability or Retirement, such Optionee shall have the right, subject
to the restrictions referred to in Section 7(f:) above, to exercise the Option
at any time within thirty (30) days after cessation of employment, but except
as otherwise provided in the applicable Option Agreement, only to the extent
that, at the date of cessation of employment, the Optionee's right to exercise
such option had accrued pursuant to the terms of the applicable Option
Agreement and had not previously been exercised. An Option Agreement may, in
the sole discretion of the Administrator, but need not, provide that the
Option shall cease to be exercisable on the date of such cessation if such
cessation arises by reason of such Employee's misconduct. An Employee shall be
considered to have been terminated for misconduct if he or she resigns, is
discharged or otherwise termination on account of conviction of a felony or
any crime of moral turpitude, misappropriation of the assets of the
Corporation or any Subsidiaries or any affiliate, continued or repeated
insobriety or illegal drug use, continued or repeated absence from service
during the usual working hours of the employee's position for reasons other
than Disability or sickness, or refusal to carry out a reasonable direction of
the Board or of the chief executive officer of the Corporation or of any other
person designated by such chief executive officer.

For purposes of this Section 7(g) the employment relationship shall be
treated as continuing intact while the Optionee is on military leave, sick
leave or other bona fide leave of absence (to be determined in the sole
discretion of the Administrator). The foregoing notwithstanding, in the case
of an Incentive Stock Option, employment shall not be deemed to continue
beyond the thirtieth (30th) day after the Optionee ceased active employment,
unless the Optionee's reemployment rights are guaranteed by statute or by
contract.

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(h) Death of Optionee

If an Optionee dies while a Participant, or after ceasing to be a
Participant but during the period in which he or she could have exercised the
Option under this Section 7, and has not fully exercised the Option, then the
Option may be exercised in full, subject to the restrictions referred to in
Section 7(f) above, at any time within twelve (12) months after the Optionee's
death by the executor or administrator of his or her estate of by any person
or persons who have acquired the Option directly from the Optionee by bequest
or inheritance, but, except as otherwise provided in the applicable Option
Agreement, only to the extent that, at the date of death, the Optionee's right
to exercise such Option had accrued and had not been forfeited pursuant to the
terms of the applicable Option Agreement and had not previously been
exercised.

(i) Disability of Optionee

If an Optionee ceases to be an Employee by reason of Disability, such
Optionee shall have the right, subject to the restrictions referred to in
Section 7(f) above, to exercise the Option at any time within twelve (12)
months after such cessation of employment, but, except as provided in the
applicable option Agreement, only to the extent that, at the date of such
cessation of employment, the Optionee's right to exercise such Option had
accrued pursuant to the terms of the applicable Option Agreement and had not
previously been exercised.

(j) Retirement of Optionee

If an Optionee ceases to be an Employee by reason of Retirement (and not on
account of misconduct as determined in Section 7(g)), such Optionee shall have
the right, subject to the restrictions referred to in Section 7(f) above, to
exercise the Option at any time within :ninety (90) days after cessation of
employment, but only to the extent that, at the date of cessation of
employment, the Optionee's right to exercise such Option had accrued pursuant
to the terms of the applicable Option Agreement and had not previously been
exercised.

(k) Rights as a Stockholder

No one shall have rights as a stockholder with respect to any Shares covered
by an Option until the date of the issuance of a stock certificate for such
Shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions or other rights
for which the record date is prior to the date such stock certificate is
issued, except as expressly provided in Section 10 hereof.

(l) Modification, Extension and Renewal of Options

Within the limitations of the Plan, the Administrator may modify an Option,
accelerate the rate at which an Option may be exercised (including, without
limitation, permitting an Option to be exercised in full without regard to the
installment or vesting provisions of the applicable Option Agreement or
whether the Option is at the time exercisable, to the extent it has not
previously been exercised), extent or renew outstanding Options or accept the
cancellation of outstanding Options (to the extent not previously exercised)
for the granting of new Options in substitution therefor. The foregoing
notwithstanding, no modification of an Option shall, without the consent of
the Optionee, alter or impair any rights or obligations under any Option
previously granted.

(m) Notice of Sale

Until the later of the second anniversary of the grant of any Incentive
Stock Option and the first anniversary of the issuance of any Stock
("incentive stock") pursuant to the exercise of an Incentive Stock Option, the
stock transfer records of the Corporation (whether maintained by it or by an
transfer agent of the Common Stock) shall reflect that any certificates issued
or to be issued representing incentive stock in connection with such exercise
must be registered in the name of the beneficial holder (and not in any
"street name") until transferred

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to a third party, and that the transfer agent shall notify the Corporation in
a case of any requested transfer of such incentive stock during that period.
In addition, the certificate or certificates registered in the name of the
beneficial holder representing the incentive stock issued upon such exercise
will bear the following legend during such period:

"Solely to assist the issuer of the shares represented by this certificate,
until the later of the second anniversary of the date of grant of the
Option under which the certificate was originally issued or one year from
the date of original issuance of the shares represented by the certificate,
the Transfer Agent will notify the issuer of the shares represented hereby
of any requested transfer by the original registered holder."

(n) Other Provisions

An Option Agreement authorized under the Plan may contain such other
provisions not inconsistent with the terms of the Plan (including, without
limitation, restrictions upon the exercise of the Option) as the Administrator
shall deem advisable.

(o) Substitution of Options

Notwithstanding any inconsistent provisions or limits under the Plan, in the
event the Corporation acquires (whether by purchase, merger or otherwise) all
or substantially all of the outstanding capital stock or assets of another
corporation or in the event of any reorganization or other transaction
qualifying under Section 424 of the Code, the Administrator may, in accordance
with the provisions of that Section, substitute options under the Plan for
options under the plan of the acquired company provided (i) the excess of the
aggregate fair market value of the shares subject to an option immediately
after the substitution over the aggregate option price of such shares is not
more than the similar excess immediately before such substitution and (ii) the
new option does not give persons additional benefits, including any extension
of the exercise period.

8. LIMITATION OF ANNUAL AWARDS

The aggregate Fair Market Value (determined as of the date an Option is
granted) of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
the Plan and all other plans maintained by the Corporation, its parent or its
Subsidiaries, shall not exceed $100,000.

9. TERM OF PLAN

Subject to the limitations in Section 6, Options may be granted pursuant to
the Plan until the date ten years after the effective date referred to in
Section 3.

10. EFFECT OF CERTAIN EVENTS

(a) Stock Splits and Dividends

Subject to any required action by stockholders, the number of Shares covered
by the Plan as provided in Section 6 hereof, the number of Shares covered by
each outstanding Option and the Exercise Price thereof shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a subdivision or consolidation of Shares or the payment
of a stock dividend (but only if paid in Common Stock) or any other increase
or decrease in the number of issued Shares effected without receipt of
consolidation by the Corporation.

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(b) Merger, Sale of Assets, Liquidation

Subject to any required action by stockholders, if the Corporation shall
merge with another corporation and the Corporation is the surviving
corporation in such merger and under the terms of such merger the shares of
Common Stock outstanding immediately prior to the merger remain outstanding
and unchanged, each outstanding Option shall continue to apply to the Shares
subject thereto and shall also pertain and apply to any additional securities
and other property, if any, to which a holder of the number of Shares subject
to the Option would have been entitled as a result of the merger. If the
Corporation sells all, or substantially all, of its assets or the Corporation
merges (other than a merger of the type described in the immediately preceding
sentence) or consolidates with another corporation, this Plan and each Option
shall terminate, but only after each Optionee (or the successor in interest)
has been given the right to exercise any unexpired Option or Options in full
or in part without regard to the installment or vesting provisions of any
Option Agreement. This right shall be exercisable for the period of twenty
(20) days ending five (5) days before the effective date of the sale, merger,
or consolidation (or such longer period as the Administrator may specify).
Alternatively, in its sole and absolute discretion, the surviving or acquiring
corporation (or the parent company of the surviving or acquiring corporation)
may tender to any Optionee (or successor in interest) a substitute option or
options to purchase shares f the surviving or acquiring corporation (or the
parent corporation of the surviving or acquiring corporation). The substitute
option shall contain all terms and provisions required substantially to
preserve the rights and benefits of all Options then held by the Optionee (or
successor in interest) receiving the substitute option. Any other dissolution
or liquidation of the Company shall cause each Option to terminate.

At the discretion of the Administrator, an Option exercised in contemplation
of the consummation of the sale of all or substantially all of the assets of
the Corporation or a merger (other than a merger of the type described in the
first sentence of the immediately preceding paragraph) or consolidation of the
Corporation with another corporation, may be conditioned upon such sale,
merger or consolidation becoming effective.

To the extent that the foregoing adjustments relate to securities of the
Corporation, such adjustments shall be made by the Administrator, whose
determination shall be conclusive and binding on all persons.

(d) Limitation on Rights

Except as expressly provided in this Section 10, the Optionee shall have no
rights by reason of any subdivision or consolidation of shares of stock of any
class, the payment of any stock dividend or any other increase or decrease in
the number of shares of stock of any class or by reason of any dissolution,
liquidation, merger or consolidation or spin-off of assets or stock of another
corporation, and any issue by the Corporation of shares of stock of any class,
or securities convertible into shares of stock of any class, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number
or Exercise Price of Shares subject to an Option. The grant of an Option
pursuant to the Plan shall not affect in any way the right or power of the
Corporation to make adjustments, reclassifications, reorganizations or changes
of its capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.

(e) Change in Control

In the event of a pending or threatened takeover bid, tender offer or
exchange offer for twenty percent (200) or more of the outstanding Common
Stock or any other class of stock or securities of the Company (other than a
tender offer or exchange offer made by the Company or any Subsidiary), whether
or not deemed a tender offer under applicable Federal or state law, or in the
event that any person makes any filing under Section 13(d) or

A-8

14(d) of the Exchange Act with respect to the Company, other than a filing on
Form 13G or Form 13D, the Board may in its sole discretion, without obtaining
stockholder approval, take on or more of the following actions to the extend
not inconsistent with other provisions of the Plan:

(a) Accelerate the exercise dates of any outstanding Option, or make
the Option fully vested and exercisable;

(b) Pay cash to any or all holders of Options in exchange for the
cancellation of their outstanding Options; or

(c) Make any other adjustments or amendments to the Plan and
outstanding Options and substitute new Options for outstanding Options.

11. SECURITIES LAW REQUIREMENTS

(a) Legality of Issuance

No Shares shall be issued upon the exercise of any Option unless and until
the Corporation has determined that:

(i) it and the Optionee have taken all actions required to register
the offer and sale of the Shares under the Act, or to perfect an
exemption from the registration requirements thereof;

(ii) any applicable listing requirement of any stock exchange on
which the Common Stock is listed has been satisfied; and

(iii) any other applicable provision of state or Federal law has been
satisfied.

(b) Restrictions on Transfer; Representations of Optionee; Legends

Regardless of whether the offering and sale of Shares under the Plan has
been registered under the Act or has been registered or qualified under the
securities laws of any state, the Corporation may impose restrictions upon the
sale, pledge or other transfer of such Shares (including the placement of
appropriate legends on stock certificates) if, in the judgment of the
Corporation and its counsel, such restrictions are necessary or desirable in
order to achieve compliance with the provisions of the Act, the securities
laws of any state or any other law. In the event that the sale of Shares under
the Plan is not registered under the Act but an exemption is available which
requires an investment representation or other representation, each Optionee
shall be required to represent that such Shares are being acquired for
investment, and not with a view to the sale or distribution thereof, and to
make such other representations as are deemed necessary or appropriate by the
Corporation and its counsel. Stock certificates evidencing Shares acquired
under the Plan pursuant to an unregistered transaction shall bear the
following restrictive legend and such other restrictive legends as are
required or deemed advisable under the provisions of any applicable Law:

"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). ANY TRANSFER OR PLEDGE OF
SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE
ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE
ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER OR
PLEDGE TO COMPLY WITH THE ACT."

Any determination by the Corporation and its counsel in connection with any
of the matters set forth in this Section 11 shall be conclusive and binding on
all persons.

A-9

The Corporation may, but shall not be obligated to, register or qualify the
sale of Shares under the Act or any other applicable law. The Corporation
shall not be obligated to take any affirmative action in order to cause the
sale of Shares under the Plan to comply with any law.

(d) Exchange of Certificates

If, in the opinion of the Corporation and its counsel, any legend place don
a stock certificate representing Shares sold under the Plan is no longer
required, the holder of such certificate shall be entitled to exchange such
certificate for a certificate representing the same number of Shares but
without such legend.

12. AMENDMENT OF THE PLAN

The Board may from time to time, with respect to any Shares at the time not
subject to Options, suspend or discontinue the Plan or revise or amend it in
any respect whatsoever except that, without the approval of the Corporation's
stockholders, no such revision or amendment shall:

(a) Materially increase the benefits accruing to Participants under the
Plan;

(b) Increase the number of Shares which may be issued under the Plan;

(d) Amend this Section 12 to defeat its purpose

13. EXCHANGE ACT

If the Common Stock is registered under the Exchange Act, the Plan shall be
amended by the Board from time to time to the extent necessary or advisable,
in the judgment of the Board after having consulted with Corporation's
counsel, to enable Participants who are officers or directors of the
Corporation and who are generally subject to the duties established by Section
16(a) or 16(b) of the Exchange Act ("Section 16 Requirements") with respect to
purchases and sales of equity securities of the Corporation, to obtain the
benefits of such exclusions or exemptions from the Section 16 Requirements as
may be established by the Securities and Exchange Commission from time to time
by rule, regulation, administrative order or interpretation (whether such
interpretation is made by such Commission or staff) with respect to (i) the
receipt of Options, (ii) the exercise, modification, extension, cancellation,
exchange, termination or expiration of Options (iii) the purchase of Common
Stock upon the exercise of Options, and (iv) the sale of Common Stock received
upon the exercise of Options. Anything-in the Plan to the contrary
notwithstanding, such amendments may be made without approval of the
Corporation's stockholders unless and to the extent that, in the judgment of
the Board after consulting with the Corporation's counsel, stockholder
approval of such an amendment is a prerequisite to effectuating a desired
exclusion or exemption from the Section 16 Requirements.

14. APPLICATION OF FUNDS

The proceeds received by the Corporation from the sale of Common Stock
pursuant to the exercise of an Option will be used for general corporate
purposes.

15. APPROVAL OF SHAREHOLDERS

The Plan shall be subject to approval by the affirmative vote of a majority
of the shares represented and voting at a duly held meeting at which a quorum
is present no later than May 11, 2002. Prior to such approval,

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Options may be granted but shall not be exercisable. Any amendment described
in Section 12 shall also be subject to approval by the Corporation's
stockholders.

16. EXECUTION

To record the adoption of the Plan by the Board on May 11, 2001 the
Corporation has caused an authorized officer to affix the Corporate name
hereto.

INTERNATIONAL ALUMINUM CORPORATION

/s/ David C. Treinen
By: _________________________________
President

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P R O X Y INTERNATIONAL ALUMINUM CORPORATION
767 Monterey Pass Road
Monterey Park, CA 91754
This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby revokes all previous proxies and constitutes and
appoints Cornelius C. Vanderstar and David C. Treinen, and each or either of
them, as proxies of the undersigned, each with the power to appoint his
substitute, to represent and to vote as designated below, all the shares of
common stock of International Aluminum Corporation held of record by the
undersigned on September 5, 2001 at the Annual Meeting of Shareholders to be
held on October 25, 2001 and at any postponement or adjournment thereof.

1. ELECTION OF DIRECTORS:
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to
(except as marked vote for all nominees
to the contrary below) listed below

(INSTRUCTION: To withhold authority to vote for any individual nominee mark the
box next to the nominee's name below).

[_] C. Vanderstar [_] D. Treinen [_] J. Cunningham [_] J. McIntyre
[_] M. Fogelman [_] D. Antonini [_] A. Dean

2. APPROVAL OF ADOPTION OF 2001 STOCK OPTION PLAN:
[_] FOR [_] AGAINST [_] ABSTAIN

3. NONBINDING SHAREHOLDER PROPOSAL:
[_] FOR [_] AGAINST [_] ABSTAIN

4. PROPOSAL TO RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE
INDEPENDENT ACCOUNTANTS OF THE CORPORATION:
[_] FOR [_] AGAINST [_] ABSTAIN

5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1, 2 AND 4 AND "AGAINST" PROPOSAL 3.

Dated: , 2001

______________________________
Signature

______________________________
Signature (if held jointly)

Please sign exactly as name
appears below. When shares
are held by joint tenants,
both should sign. When
signing as attorney, as
executor, administrator,
trustee or guardian, please
give full title as such. If a
corporation, please sign in
full corporate name by
President or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.

PLEASE MARK, SIGN, DATE AND
RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED
ENVELOPE.