10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended June 30, 2006

OR

o Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from                             to

Commission File Number 1-7256

INTERNATIONAL ALUMINUM CORPORATION

(Exact name of Registrant as specified in its charter)

California	95-2385235
(Incorporation)	(I.R.S. Employer No.)

767 Monterey Pass Road
Monterey Park, California	91754
(Address of principal executive office)	(Zip Code)
Registrant’s telephone number, including area code	(323) 264-1670

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Names of Exchanges on Which Registered
Common Stock ($1.00 Par Value)	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   o   No   x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes   o   No   x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes   x   No   o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

(Check one):

Large accelerated filer  o     Accelerated filer  x     Non-accelerated filer  o

Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b-2 of the Exchange Act).  Yes   o   No   x

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on December 30, 2005, the last business day of the registrant’s most recently completed second fiscal quarter, was $95,115,741 (based on the closing sales price of the registrant’s common stock on that date).  As of September 1, 2006, 4,305,338 shares of the registrant’s common stock were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Registrant’s Annual Report to Shareholders for fiscal year ended June 30, 2006 is incorporated by reference into Parts I and II.

Portions of the Registrant’s definitive Proxy Statement for the 2006 Annual Meeting of Shareholders are incorporated by reference into Part III.

PARTI

ITEM 1.BUSINESS

a.GENERAL DEVELOPMENT OF BUSINESS

International Aluminum Corporation is an integrated building products manufacturer of diversified lines of quality aluminum and vinyl products.  The Company was incorporated in California in 1963 as successor to an aluminum fabricating business begun in 1957 and maintains its executive offices at 767 Monterey Pass Road, Monterey Park, California 91754.  The Company’s telephone number is (323) 264-1670.  Reference to the “Registrant”, “International Aluminum Corporation” or the “Company” includes International Aluminum Corporation and its subsidiaries unless the context indicates otherwise.

b.FINANCIAL INFORMATION ABOUT SEGMENTS

This information is included on pages 4 and 24 of the Registrant’s 2006 Annual Report to Shareholders and is hereby incorporated by reference.

c.NARRATIVE DESCRIPTION OF BUSINESS

Processes and Products

Residential

Residential products are fabricated from aluminum and vinyl into a broad line of horizontal sliding windows, vertical sliding windows, casement windows, garden windows, bay and bow windows, special configuration windows, louvre windows, patio doors and related products.  These products are used in new residential construction and in remodeling, home improvement and replacement.

Commercial

Commercial products are fabricated from aluminum into curtainwalls, window walls, slope glazed systems, storefront framing, entrance doors and frames and commercial operable windows for exterior applications, including storm and blast resistant applications and officefronts, office partitions, doors and frames for interior applications.  These products are utilized in varying combinations to produce systems used for office and commercial construction, remodeling and tenant improvement applications.

1

Aluminum Extrusion

In the extrusion process, heated aluminum billets are hydraulically forced through steel dies to produce a piece of metal of the desired cross-sectional shape and length.  The extrusions are then cut and, when requested, anodized or painted in a variety of finishes in the Company’s anodizing and painting departments.

Aluminum extrusions produced by the Company are used in fabricating substantially all of its other aluminum products. During fiscal 2006, approximately 48% of extrusions produced were sold to non-affiliated customers.  The Company also furnishes design services to assist its customers in developing or better utilizing custom extrusions.

Sales and Distribution

The Company markets its residential products primarily to lumber yards, home improvement centers, independent dealers and distributors.  Commercial building products are marketed primarily to glazing and tenant improvement contractors.  Aluminum extrusions are marketed principally by direct sales to other manufacturers.  The Company has no long-term contracts with customers.

Each of the Company’s subsidiaries has its own administrative and sales organizations.  Sales are made primarily in North America.

No customer accounted for more than 5% of net sales in 2006, and no material part of the business is dependent upon a single customer or a few customers, the loss of any one or more of whom would have a materially adverse effect on the business of the Company.  The Company does business on a current basis and has no significant backlog of unfilled firm orders.

Seasonality

Sales of products designed for residential and commercial applications are subject to cyclical swings in new construction activity and to seasonal fluctuations due to reduced construction activity in some marketing areas during the winter months (second and third quarters).

2

Materials

The Company purchases its aluminum requirements from primary aluminum producers under supply agreements at market prices, or spot metal brokers.  Although increased worldwide demand produces periods of tight supply of aluminum, the Company has had satisfactory experience to date in obtaining sufficient raw materials to meet its requirements and does not anticipate material shortages that would significantly hamper its operations.

Flat glass used in the Company’s products is purchased from domestic glass manufacturers. The Company has had satisfactory experience to date in obtaining sufficient glass to meet its requirements.

The Company produces the aluminum extrusions used in the products it manufactures and sells.  Vinyl, hardware and small parts are purchased from numerous outside sources.

Working Capital

To maintain an adequate supply of aluminum to meet customer delivery requirements and to assure itself of a continuous allotment of materials from its suppliers, the Company may at times carry a significant inventory of aluminum.  Depending on price and availability, bulk quantities may be purchased from either primary aluminum producers or from spot metal brokers.

The Company does not believe there are any abnormal working capital requirements associated with any of its product groups as merchandise is normally produced for specific customer orders or shipped from inventory.  As a general practice, extended payment terms are not granted to customers.

Employees

As of June 30, 2006, the Company had approximately 1,600 full-time employees, approximately 750 of whom were covered by various collective bargaining agreements.  Management believes that the Company’s employee relations are good.  No collective bargaining agreements are due to expire in the upcoming year.

Patents

The Company has no material patents, either issued or pending, and is not a party to any significant licensing agreements.

3

Competition

The Company’s business is highly competitive.  Competition in all product lines is on the basis of price performance, quality, brand reputation, style, delivery, customer service and exclusivity.  The manner and extent of such competition depends on the product and relevant marketing area.  The Company faces competition primarily from numerous fabricators. Several of the Company’s major competitors in selling commercial products and aluminum extrusions are substantially larger, more diversified and have greater resources than the Company.

Expansion of its product lines could result in the Company competing with certain of its present customers.  While the Company cannot accurately predict the effect, if any, that such development would have on its business, the Company anticipates no material adverse effect.

Government Regulation

The Company’s aluminum extrusion, anodizing, painting and manufacturing facilities are subject to water and air pollution control standards mandated by federal, state and local laws. While the Company anticipates no material capital expenditures to meet established environmental quality control standards, there can be no assurance that more stringent standards will not be established which might require such expenditures.

The Company is subject to various federal and state labor laws which govern its relationship with employees, including with regard to minimum wage requirements, overtime pay and other working conditions.  Significant new government-imposed increases in minimum wage rates, paid leave of absence or mandated health benefits could have an adverse effect on our results of operations.

d.FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS

The information concerning income before taxes of foreign and domestic operations for fiscal years 2006, 2005 and 2004 is set forth in Note 9 to the consolidated financial statements included on page 23 of the Company’s 2006 Annual Report incorporated herein by reference.  There is no other significant related information regarding foreign operations.

4

e.AVAILABLE INFORMATION

The Company maintains a website at www.intlalum.com.  The Company makes available on its website, free of charge, its periodic reports filed with the Securities and Exchange Commission, or SEC, as soon as is reasonably practicable after filing.  The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an internet site (http://www.sec.gov) that contains our reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

The Company posts on its website its Code of Business Conduct and Ethics for all employees as well as its separate Code of Ethics for Senior Executive Officers and Senior Financial Officers.  The Company will furnish, without charge, a copy of its Code of Business Conduct and Ethics and Code of Ethics for Senior Executive Officers and Senior Financial Officers to any person upon request.  Such request should be made to the Company at 767 Monterey Pass Road, Monterey Park, California 91754, Attention: Corporate Secretary.

ITEM 1A.              RISK FACTORS

Our business and operations are subject to a number of risks and uncertainties.  These include, but are not limited to, those discussed below in this Section 1A, which we consider to be most relevant to our current business activities.  These risks and uncertainties could cause our actual future business and financial results to differ from our past results.  They also could cause our actual results to vary from expected results described in statements elsewhere in this Report that constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995.  The occurrence of any of these risks or uncertainties, or of other risks and uncertainties not presently known to us or that we consider immaterial at present, could have a material adverse effect on our business, financial condition, and results of operations.

Our business is dependent upon residential and commercial real estate construction and remodeling activities and declines in these activities could adversely affect our revenues and results of operations.

Our revenues and results of operations are directly affected by levels of new residential and commercial real estate construction and remodeling and replacement activities in North America, and declines in these activities could adversely affect our revenues and results of operations.  Mortgage lending rates

5

and other prevailing interest rates, energy costs, consumer confidence, general and regional economic conditions and weather conditions, generally, can significantly impact the levels of these activities. New housing starts in our primary geographic markets have declined in recent months, and there is no assurance that they will not decline further.  Historically, we have sought to offset the impact on our revenues of declines in residential and commercial real estate activities by seeking to increase our market share in the geographic markets we serve and, to a lesser extent, new product introductions and expansion into new geographic markets.  Historically, we have not pursued growth through acquisitions, although we may seek to do so at any time. Consequently, our financial performance will depend, in part, upon our ability to increase our penetration in our existing markets and to introduce new products or enter new geographic markets in the event of such declines.

We face significant competition.

The markets for our residential and commercial products are highly competitive.  Competition in our residential, commercial and extrusion segments is based largely on price performance, quality, brand reputation, style, delivery, customer service and exclusivity.  Although the relative importance of such factors varies among our customers and product categories, price is often a primary factor.  Our ability to maintain or increase our market positions and to grow our businesses depends to a significant extent upon our success in managing our cost structure and competing effectively on price.

Our operating results are affected by the cost and availability of aluminum, vinyl resins, glass and other commodities, and cost increases may adversely affect our results of operations.

If we experience unexpected or unusual cost increases for raw materials, energy or other commodities, it may be difficult for us to pass these increased costs on to our non-affiliated customers due to outstanding commitments, competitive considerations and our customers’ resistance to accepting such price increases.  We have occasionally encountered unusual price increases in aluminum raw materials due to supply shortages or other factors.  A substantial increase in the cost of raw material or other commodities from our suppliers could adversely impact our results of operations.

Our ability to grow could be adversely affected if we are not successful in developing or acquiring new facilities.

We may seek to expand our business by developing or selectively acquiring new facilities.  Our ability to grow could be adversely affected if we are not successful in our development and acquisition activities.

6

We are subject to potential product liability claims and other litigation, which could be costly to defend and could result in liability to us.

Residential and commercial builders and remodelers, including our customers, are increasingly subject to construction defect and warranty claims in the ordinary course of their business.  These claims are increasingly leading to product defect and similar claims, including putative class actions, against manufacturers of roofing, siding, windows and similar building components.  We also are subject to direct claims for product liability that can be costly to defend and can result in significant liability.  See Part I, Item 3, and Note 4 to the Notes of Consolidated Financial Statements included in Item 8 of this Report for additional information about litigation involving our businesses, including a pending class-action lawsuit based upon alleged defects in some of our residential aluminum window products.

Our international business has different risks from those of our United States business, including currency exchange risks.

Approximately 6% of our sales are derived outside of the United States (principally in Canada) and are transacted in currencies other than U.S. Dollars (principally the Canadian Dollar).  Our international business faces political, monetary, economic and other risks that vary from those facing our United States operations.  Our operating results also can fluctuate based on changes in U.S. Dollar exchange rates, which also present difficulties in comparing our operating performance from period to period.

The loss of key executives and our failure to attract additional qualified management personnel could negatively impact our business and operations.

We depend highly upon our senior management personnel, and we anticipate the need to hire additional qualified persons to add depth to our management team.  We also will need to hire and train additional managers in connection with any increased development or acquisition of new facilities.  The loss of the services of any member of our senior management, or our inability to hire, train and effectively utilize additional qualified management personnel, could have a material adverse effect on our business and operations.

Our administrative expenses also will increase to the extent we hire additional management personnel.

Our revenues and results of operations will fluctuate.

Our revenues, expenses, and results of operations will vary from quarter-to-quarter as a result of a number of factors, many of which are outside our control.  These factors include:

7

·seasonal and cyclical changes that may adversely affect the residential and commercial real estate construction markets;

·demand and price for our products;

·fluctuations in the price of raw materials and other commodities;

·delays in developing and introducing products;

·unexpected downtime in operations due to work stoppages or other employee problems;

·increased expenses related to operations, administration, litigation claims, or otherwise;

·the mix of revenues derived from product sales;

·the hiring, retention, and utilization of management and other personnel;

·general economic factors;

·changes in generally accepted accounting principles affecting our reported financial results; and

·changes in tax laws and the effect on our effective tax rates.

We may undertake strategic transactions that may fail to occur or to enhance shareholder value.

From time to time, we may consider possible strategic transactions, including potential acquisitions, dispositions, and other alternatives, with the goal of increasing shareholder value.  We may incur significant transaction costs in connection with any such transaction, whether or not any transaction is actually completed.  Any strategic transaction we complete also may result in non-recurring or other charges and may pose significant integration challenges and management and business disruptions, any of which could adversely affect our results of operation and business prospects.

8

We may be liable for contamination or other harm caused by materials that we handle, and changes in environmental regulations could cause us to incur additional expense.

Our manufacturing operations involve the handling of hazardous materials, and we are subject to federal, state and local laws and regulations governing the use, handling, storage and disposal of hazardous materials.  If violations of environmental, health and safety laws occur, we could be held liable for damages, penalties and costs of remedial actions, which could have a material adverse effect on our financial condition and results of operations.  We may violate environmental, health and safety laws in the future as a result of human error, equipment failure or other causes.  Environmental laws also could become more stringent in the future, imposing greater compliance costs and increasing risks and penalties associated with violations.  We may be subject to potentially conflicting and changing regulatory agendas of political, business and environmental groups.  Our failure to comply with new or existing laws or regulations could harm our business and results of operations.  Changes to or restrictions on permitting requirements or processes, hazardous or biological material storage or handling might require an unplanned capital investment or relocation of our facilities, which could adversely affect our business and operations.

We may be unable to obtain permits that are required to operate our business.

Although we have obtained permits necessary to operate our existing facilities the granting of these permits is also often subject to resistance from citizen or other groups and other political pressures.  Our failure to obtain or renew the permits necessary to operate our facilities could have a material adverse effect on our business and operations.

The market price of our stock is subject to fluctuation.

The market price of our common stock is likely to fluctuate and could be adversely affected by many factors, including:

·announcements of new products or new strategic relationships by us or our competitors;

·actual or anticipated fluctuations in our operating results due to declines in revenues, increased expenses or other factors;

9

·changes in financial estimates by securities analysts, and whether our earnings meet or exceed such estimates;

·conditions and trends in our industry, including cyclical declines in the residential or commercial real estate construction activity;

·general economic and market conditions and other factors;

·the adoption and implementation of new accounting standards; and

·the occurrence of any of the other risks described in this Form 10-K or in our future filings with the Securities and Exchange Commission.

Any disruption at our facilities could increase our expenses.

We take precautions to safeguard our facilities against the risks to which they are subject, including by means of insurance and health and safety protocols.  However, a natural disaster, such as a fire, flood or earthquake, could cause substantial disruptions in our operations, damage or destroy our manufacturing equipment or inventory, and cause us to incur additional expenses. The insurance we maintain against fires, floods, earthquakes and other natural disasters may not be adequate to cover our losses in any particular case.

Our financial results for future periods may be adversely affected by changes required by financial and accounting regulatory agencies.

Our reported financial results may be adversely affected by changes in accounting principles. Generally accepted accounting principles in the United States are subject to interpretation by the Public Company Accounting Oversight Board, the Securities and Exchange Commission, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect even the reporting of transactions completed before the announcement of a change.  Although we believe that our accounting practices are consistent with current accounting pronouncements, changes to or interpretations of accounting methods or policies in the future may require us to reclassify, restate or otherwise change or revise our financial statements.

10

Concentration of ownership by our principal shareholder may prevent a change of control and influence other significant corporate decisions.

As of June 30, 2006, Cornelius C. Vanderstar owned beneficially more than 40% of our outstanding common stock. As a result of his ownership, Mr. Vanderstar will be able to significantly affect the outcome of any matters requiring shareholder approval, including the election of directors and approval of mergers and other significant corporate transactions, and will have significant control over our management and policies.  Mr. Vanderstar, who was 91 as of June 30, 2006, may have interests that are different from those of our shareholders, generally, and may support proposals and actions with which our other shareholders may disagree.  The concentration of ownership of our outstanding stock could discourage a potential acquirer from attempting to obtain control of our company, which in turn could adversely affect the market price of our common stock.  In addition, Mr. Vanderstar could use his voting power to effectively maintain our existing management and directors in office, delay or prevent changes of control of our company, or support or reject other management and board proposals that are subject to shareholder approval, such as adoption or amendments to employee stock option plans and approvals of significant financing transactions.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

11

ITEM 2.  PROPERTIES

The following table sets forth information concerning the location, size and use of the Company’s present facilities:

	Square
Location	Feet (A)		Use
Alhambra, CA	185,000		Aluminum extrusions,
			foundry & finishing
Waxahachie, TX	269,000		Aluminum extrusions
			& finishing
South Gate, CA	189,000		Residential products
Hayward, CA	149,000		Residential products
Phoenix, AZ	100,000		Residential products
Vernon, CA	134,000		Commercial products
Bedford Park, IL	81,000		Commercial products
Boston, MA	15,000	(L)	Commercial products
Detroit, MI	12,000	(L)	Commercial products
Waxahachie, TX	159,000		Commercial products
Denver, CO	16,000	(L)	Commercial products
St. Louis, MO	23,000	(L)	Commercial products
Dallas, TX	36,000	(L)	Commercial products
Houston, TX	19,000	(L)	Commercial products
Rock Hill, SC	74,000		Commercial products
Atlanta, GA	37,000	(L)	Commercial products
Baltimore, MD	20,000	(L)	Commercial products
Langley, B.C., Canada	63,000		Commercial products
Guelph, Ontario, Canada	72,000		Commercial products
Houston, TX	57,000		Commercial products
Waxahachie, TX	60,000		Commercial products
Dallas, TX	14,000	(L)	Commercial products
Monterey Park, CA	19,000	(L)	Executive offices

(A)  Includes manufacturing, warehouse and office space; excludes construction in process, parking and yard storage space.

(L)  Indicates leased premises.

Of the 1,803,000 square feet exhibited above, 1,592,000 square feet are owned by the Company.  The balance of 211,000 square feet is leased under agreements expiring at various dates.  The Company believes that its facilities are adequate for its current and anticipated future levels of operations.

12

ITEM 3.  LEGAL PROCEEDINGS

Klotzer, et al. v. International Windows In Time, Inc.

International Aluminum Corporation and certain of its subsidiaries are defendants in the above-referenced lawsuit (Case no. FCS021196) filed in December 2002 in the Superior Court for Solano County, California.  The plaintiffs in the lawsuit are the owners of seven homes in which the Company’s Series 6200 windows are installed.  The same lawyers who represent them in this action have also brought similar class actions against other manufacturers of aluminum windows in California

In their Third Amended Complaint filed in August 2005, the plaintiffs assert various causes of action, including strict product liability, breach of warranty, and violation of the California Consumer Legal Remedies Act.  The plaintiffs also purport to represent a statewide class of persons who own buildings in California that contain the Company’s Series 6200 horizontal sliding, vertical hung, or fixed aluminum windows manufactured during the period 1993 to the present.  In November 2005, the Court certified the plaintiff class.

According to plaintiffs, the essence of their claims is that the Series 6200 windows leak at the lower corners.  Plaintiffs contend that these leaks are caused by the design and manufacture of the lower corners and voids and gaps in the sealant used in the window corners; and that the leaking windows have damaged parts of the homes in which they were installed.  Plaintiffs also claim that the windows do not perform as warranted and do not perform in compliance with American Architectural Manufacturer’s Association, or AAMA, standards.  The Company denies all of these allegations.

There are approximately 80,000 owners of the Series 6200 windows in the class.  The named plaintiffs seek actual and punitive damages, as well as injunctive and restitutionary relief on their claims, including the cost to remove and replace all of the Series 6200 windows in the class.  The Company denies any liability.

The Company’s insurers have accepted the defense of this lawsuit under reservation of rights.  The scope of the Company’s insurance coverage may depend upon the ultimate disposition of the plaintiffs’ claims.

The Company believes the plaintiffs’ claims are without merit, and it intends to vigorously defend this lawsuit.  The lawsuit is in the discovery phase, and the Company cannot predict its outcome or the extent to which insurance would be available to cover any eventual judgment or settlement in the lawsuit.

13

Other Matters

The Company is regularly involved in a number of lawsuits and proceedings arising in the ordinary course of its business and operations.  The Company does not expect these matters, individually or in the aggregate, to have a material adverse effect on the Company’s financial condition or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

14

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is traded on the New York Stock Exchange under the symbol IAL.  The market and dividend information included on page 10 of the Company’s 2006 Annual Report to Shareholders is incorporated herein by reference.

There are no restrictions of future cash dividends.

There were approximately 280 shareholders of record of the Company’s common stock at June 30, 2006.

ITEM 6.  SELECTED FINANCIAL DATA

Selected financial data pertaining to the Company for the last five years is set forth on page 4 of the Company’s 2006 Annual Report to Shareholders and is incorporated herein by reference.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This information is set forth on pages 2 through 10 of the Company’s 2006 Annual Report to Shareholders and is incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Fluctuating foreign exchange rates may impact the Company’s earnings.  The Company’s foreign exchange exposure is related exclusively to activities associated with its Canadian subsidiaries.  The Company does not attempt to manage these risks by entering into forward exchange contracts.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Part IV, Item 15, which is incorporated herein by reference.

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

15

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under Securities and Exchange Commission, or SEC, rules, the Company is required to maintain disclosure controls and procedures designed to ensure that information required in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  As part of the Company’s system of disclosure controls and procedures, we have created a Disclosure Committee, which consists of certain members of the Company’s senior management.  The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities and Exchange Act of 1934 is accumulated and communicated to management, including the chief executive officer, chief financial officer and other members of the Disclosure Committee, as appropriate to allow timely decisions regarding required disclosure.

The Company has carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report.  The Company’s management, including the Company’s Disclosure Committee, chief executive officer and chief financial officer, supervised and participated in the evaluation.  Based on the evaluation, the chief executive officer and the chief financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

See “MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING” for management’s report on our internal control over financial reporting appearing in the Company’s 2006 Annual Report to Shareholders.

See “REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” for our independent registered public accounting firm’s report on our internal control over financial reporting appearing in the Company’s 2006 Annual Report to Shareholders.

Changes in Internal Control Over Financial Reporting

The Company’s evaluation of its internal control over financial reporting during the fourth quarter of the year ended June 30, 2006 identified no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B.       OTHER INFORMATION

None.

PART III

The information required under Part III will be contained in the Company’s definitive Proxy Statement for the 2006 Annual Meeting of Shareholders, which information is incorporated herein by reference.

16

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following items contained in the Company’s 2006 Annual Report to Shareholders are incorporated herein by reference:

			Page
(a)	1.	Financial Statements
		Consolidated Financial Statements
		Balance sheets - June 30, 2006 and 2005
		Statements for the three years ended June 30, 2006 -
		Income
		Shareholders’ equity
		Cash flows
		Notes to consolidated financial statements
		Report of Independent Registered Public Accounting Firm
	2.	Financial Statement Schedules
		Report of Independent Registered Public Accounting Firm on Financial Statement Schedule	F-1
		Schedule for the three years ended June 30, 2006 - II Valuation and qualifying accounts	F-2

The following exhibits are filed as part of this report:

(a)  3.  Exhibits

3.1	Restated Articles of incorporation of International Aluminum Corporation
3.2	By-laws of International Aluminum Corporation
10.1	International Aluminum Corporation 1991 Stock Option Plan
10.2	International Aluminum Corporation 2001 Stock Option Plan
10.3	Schedule of Non-Employee Director Compensation
10.4	Collective Bargaining Agreement dated November 1, 2005, between our International Extrusion Corporation subsidiary and Cabinet Makers, Millmen and Industrial Carpenters Local 721.
10.5	Collective Bargaining Agreement dated December 5, 2004 between our United States Aluminum Corporation subsidiary and International Brotherhood of Teamsters Local Union #986.
10.6	Collective Bargaining Agreement dated March 1, 2005 between our International Window Northern California subsidiary and Glaziers Architectural Metal & Glass Workers Local 1621.
10.7	Collective Bargaining Agreement dated June 5, 2005 between our International Window Arizona, Inc. subsidiary and Industrial Carpenters Local Union No. 2093.
10.8	Collective Bargaining Agreement dated March 27, 2006 between our International Extrusion Corporation/Texas subsidiary and Teamsters, Local 19, Airline, Aerospace and Allied Employees.
10.9	Revolving Note Agreement dated as of November 4, 2005, between International Aluminum Corporation and City National Bank.

17

10.10	Change of Control Agreement dated as of September 8, 2006, between International Aluminum Corporation and Ronald L. Rudy.
10.11	Change of Control Agreement dated as of September 8, 2006, between International Aluminum Corporation and William G. Gainer.
10.12	Change of Control Agreement dated as of September 8, 2006, between International Aluminum Corporation and Mitchell K. Fogelman.
10.13	Change of Control Agreement dated as of September 8, 2006, between International Aluminum Corporation and Michael J. Norring.
13.1	Annual Report to Shareholders
14.1	Code of Business Conduct and Ethics
14.2	Code of Ethics for Senior Executives and Senior Financial Officers
21.1	Subsidiaries of the Registrant
23.1	Consent of PricewaterhouseCoopers LLP
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)  Reports on Form 8-K filed during the quarter ended June 30, 2006:

May 5, 2006 - Reporting the press release dated May 4, 2006 announcing financial results for the third quarter ended March 31, 2006.

18

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		INTERNATIONAL ALUMINUM CORPORATION
Date:	September 8, 2006	By:	MITCHELL K. FOGELMAN
			Mitchell K. Fogelman
			Senior Vice President-Finance;
			Chief Financial Officer and
			Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
CORNELIUS C. VANDERSTAR	Chairman of the Board	September 8, 2006
Cornelius C. Vanderstar
RONALD L. RUDY	Director; President and	September 8, 2006
Ronald L. Rudy	Chief Executive Officer
MITCHELL K. FOGELMAN	Senior Vice President-Finance;	September 8, 2006
Mitchell K. Fogelman	Chief Financial Officer and
	Secretary
MICHAEL J. NORRING	Controller and Chief	September 8, 2006
Michael J. Norring	Accounting Officer
JOHN P. CUNNINGHAM	Director	September 8, 2006
John P. Cunningham
ALEXANDER L. DEAN	Director	September 8, 2006
Alexander L. Dean
JOEL F. McINTYRE	Director	September 8, 2006
Joel F. McIntyre
NORMA A. PROVENCIO	Director	September 8, 2006
Norma A. Provencio
DAVID C. TREINEN	Director	September 8, 2006
David C. Treinen

19

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of

International Aluminum Corporation:

Our audits of the consolidated financial statements, of management’s assessment of the effectiveness of internal control over financial reporting and of the effectiveness of internal control over financial reporting referred to in our report dated September 8, 2006 appearing in the 2006 Annual Report to Shareholders of International Aluminum Corporation (which report, consolidated financial statements and assessment are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K.  In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP

Los Angeles, California

September 8, 2006

F-1

INTERNATIONAL ALUMINUM CORPORATION AND SUBSIDIARIES

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For The Three Years Ended June 30, 2006

	Balance at		Amounts		Amounts		Balance at
	Beginning		Charged		Written		End
Description	of Year		to Income		Off		of Year
Reserves for doubtful accounts
2006	$	1,244,000	$	383,000	$	724,000	$	903,000
2005	1,447,000		417,000		620,000		1,244,000
2004	1,384,000		446,000		383,000		1,447,000

F-2

EX-3.1

Exhibit 3.1

RESTATED

ARTICLES OF INCORPORATION

OF

INTERNATIONAL ALUMINUM CORPORATION

a California corporation

ARTICLE I

The name of this corporation shall be:

INTERNATIONAL ALUMINUM CORPORATION

ARTICLE II

The corporation elects to be governed by all of the provisions of the General Corporation Law of 1977, as amended, not otherwise applicable to it under Chapter 23 thereof.

ARTICLE III

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE IV

This corporation is authorized to issue two classes of shares to be designated respectively Preferred Stock and Common Stock.  The total number of shares which this corporation shall have authority to issue is 10,500,000; the aggregate par value of all shares that are to have a par value shall be $15,000,000.  The number of shares of Preferred Stock that are to have par value shall be 500,000 and the par value of each share of such class shall be $10.00.  The number of shares of Common Stock that are to have a par value shall be 10,000,000 and the par value of each share of such class shall be $1.00.  The Preferred Stock may be issued from time to time in one or more series.  The Board of Directors is hereby authorized to fix or alter the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), the redemption price or prices and the liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such resolution originally fixing the number of shares of such series.

ARTICLE V

The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

ARTICLE VI

The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) for breach of duty to the corporation and its shareholders through By-Law provisions or through agreements with agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject to the limits on such excess indemnification set forth in Section 204 of the California Corporations Code.

EX-3.2

Exhibit 3.2

BY-LAWS

FOR

INTERNATIONAL ALUMINUM CORPORATION

INDEX

		Page
ARTICLE I - Offices		1
Section 1.01	Principal Office	1
Section 1.02	Other Offices	1
ARTICLE II - Meetings of Shareholders		1
Section 2.01	Place of Meetings	1
Section 2.02	Annual Meetings	1
Section 2.03	Special Meetings	1
Section 2.04	Adjourned Meetings and Notices Thereof	2
Section 2.05	Voting	2
Section 2.06	Quorum	2
Section 2.07	Consent of Absentees	2
Section 2.08	Action Without Meeting	2
Section 2.09	Proxies	2
ARTICLE III - Directors		3
Section 3.01	Powers	3
Section 3.02	Number of Directors	3
Section 3.03	Election and Term of Office	3
Section 3.04	Vacancies	4
Section 3.05	Place of Meeting	4
Section 3.06	Organization Meeting	4
Section 3.07	Other Regular Meetings	4
Section 3.08	Special Meetings	4
Section 3.09	Notice of Adjournment	4
Section 3.10	Waiver of Notice	4
Section 3.11	Quorum	5

i

Section 3.12	Adjournment	5
Section 3.13	Action Without Meeting	5
Section 3.14	Fees and Compensation	5
Section 3.15	Indemnification of Directors, Officers and Employees	5
ARTICLE IV - Officers		6
Section 4.01	Officers	6
Section 4.02	Election	6
Section 4.03	Subordinate Officers, etc.	6
Section 4.04	Removal and Resignation	6
Section 4.05	Vacancies	6
Section 4.06	Chairman of the Board	6
Section 4.07	President	6
Section 4.08	Vice President	6
Section 4.09	Secretary	7
Section 4.10	Treasurer	7
ARTICLE V - Miscellaneous		7
Section 5.01	Record Date and Closing Stock Books	7
Section 5.02	Inspection of Corporate Records	7
Section 5.03	Checks, Drafts, etc.	8
Section 5.04	Annual Report	8
Section 5.05	Contract, etc., How executed	8
Section 5.06	Certificates of Stock	8
Section 5.07	Representation of Shares of Other Corporations	8
Section 5.08	Inspection of By-Laws	8
Section 5.09	Periodic Reports	8
ARTICLE VI - Amendments		9
Section 6.01	Powers of Shareholders	9
Section 6.02	Powers of Directors	9

ii

BY-LAWS FOR THE REGULATION, EXCEPT AS
OTHERWISE PROVIDED BY STATUTE OR ITS
ARTICLES OF INCORPORATION, OF

INTERNATIONAL ALUMINUM CORPORATION

ARTICLE I

Offices

Section 1.01       Principal Office.  The principal office for the transaction of the business of the Corporation is hereby located at 767 Monterey Pass Road in the City of Monterey Park, County of Los Angeles, State of California.  The Board of Directors is hereby granted full power and authority to change said principal office from one location to another in said county by amendment of this Section 1.01.

Section 1.02       Other Offices.  Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Corporation is qualified to do business.

ARTICLE II

Meeting of Shareholders

Section 2.01       Place of Meetings.  All annual meetings of shareholders and all other meetings of shareholders shall be held either at the principal office or at any other place within or without the State of California which may be designated either by the Board of Directors pursuant to authority hereinafter granted to said Board, or by the written consent of all shareholders entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the Corporation.

Section 2.02       Annual Meetings.  The annual meeting of shareholders shall be held on the last Thursday of October in each year at 2:00 o’clock P.M. of said day; provided, however, that should said day fall upon a legal holiday, then any such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is not a legal holiday.  At such meetings directors shall be elected, reports of the affairs of the Corporation shall be considered, and any other business may be transacted which is within the power of the shareholders.  Written notice of each annual meeting shall be given to each shareholder entitled to vote, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the Corporation or given by him to the Corporation for the purpose of notice.  If a shareholder gives no address, notice shall be deemed to have been given if sent by mail or other means of written communication addressed to the place where the principal office of the Corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located. All such notices shall be sent to each shareholder entitled thereto not less than ten (10) days or more than fifty (50) days before each annual meeting, and shall specify the place, the day and the hour of such meeting, and shall state such other matters, if any, as may be expressly required by statute.

Section 2.03       Special Meetings.  Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the President or by the Board of Directors, or by one or more shareholders holding not less than one-fifth of the voting power of the Corporation.  Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner as for annual meetings of shareholders.  Notices of any special meeting shall specify in addition to the place, day and hour of such meeting, the general nature of the business to be transacted.

1

Section 2.04       Adjourned Meetings and Notice Thereof.  Any shareholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting.  When any shareholders’ meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.  Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.

Section 2.05       Voting.  Unless a record date for voting purposes be fixed as provided in Section 5.01 of these By-Laws, then, but subject to the provisions of Sections 2218 to 2224 inclusive of the Corporations Code of California, only persons in whose names shares entitled to vote stand on the stock records of the Corporation on the day three (3) days prior to any meeting of shareholders shall be entitled to vote at such meeting.  Such vote may be viva voce or by ballot provided however, that all elections for Directors must be by ballot upon demand made by a shareholder at any election and before the voting begins. Every shareholder entitled to vote at any election for Directors shall have the right to cumulate his votes and give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of votes to which his shares are entitled, or to distribute his votes on the same principle among as many candidates as he shall think fit.  The candidates receiving the highest number of votes up to the number of Directors to be elected shall be elected.

Section 2.06       Quorum.  The presence in person or by proxy of persons entitled to vote a majority of the voting shares at any meeting shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 2.07       Consent of Absentees.  The transactions of any meeting of shareholders, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the Corporate records or made a part of the minutes of the meeting.

Section 2.08       Action Without Meeting.  Any action which, under any provision of the California Corporations Code, may be taken at a meeting of the shareholders, except approval of an agreement for merger or consolidation of the Corporation with other corporations, may be taken without a meeting if authorized by writing signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the Corporation.

Section 2.09       Proxies.  Every person entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or his duly authorized agent and filed with the Secretary of the Corporation; provided than no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which such proxy is to continue in force, which in no case shall exceed seven (7) years from the date of its execution.

2

ARTICLE III

Directors

Section 3.01       Powers.  Subject to limitations of the Articles of Incorporation of the By-Laws, and of the California Corporations Code as to action which shall be authorized or approved by the shareholders, all Corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors.  Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following powers, to wit:

First - To select and remove all the Officers, agents and employees of the Corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or the By- Laws, fix their compensation, and require from them security for faithful service.

Second - To conduct, manage and control the affairs and business of the Corporation, and to make such rules and regulations therefor not inconsistent with law, or with the Articles of Incorporation or the By- Laws, as they may deem best.

Third - To change the principal office for the transaction of the business of the Corporation from one location to another within the same county as provided in Section 1.01 hereof; to fix and locate from time to time one or more subsidiary offices of the Corporation within or without the State of California, as provided in Section 1.02 hereof; to designate any place within or without the State of California for the holding of any shareholders’ meeting or meetings; and to adopt, make and use a Corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time, as in their judgment they may deem best, provided such seal and such certificate shall at all times comply with the provisions of law.

Fourth - To authorize the issuance of shares of stock of the Corporation from time to time, upon such terms and for such considerations as may be lawful.

Fifth - To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

Sixth - To appoint an Executive Committee and other committees, and to delegate to the Executive Committee any of the powers and authority of the Board in the management of the business and affairs of the Corporation, except the power to declare dividends and to adopt, amend or repeal By-Laws.  The Executive Committee shall be composed of two or more Directors.

Section 3.02       Number of Directors.  The authorized number of Directors of the Corporation shall be seven (7) until changed by amendment of the Articles of Incorporation or by a By-Law duly adopted by the shareholders amending this Section 3.02; and if it is proposed to reduce the authorized number of Directors below seven (7), the vote or written consent of shareholders holding more than eighty percent (80%) of the voting power shall be necessary for such reduction.

Section 3.03       Election and Term of Office.  The Directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held, or the Directors are not elected thereat, the Directors may be elected at any special meeting of shareholders held for that purpose.  All Directors shall hold office until their respective successors are elected.

3

Section 3.04       Vacancies.  Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his death, resignation or removal, or until his successor is elected at an annual or a special meeting of the shareholders.  A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any Director, or if the authorized number of Directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or Directors are elected elect the full authorized number of Directors to be voted for at that meeting.  The shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors.  If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.  No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.

Section 3.05       Place of Meeting.  Regular meetings of the Board of Directors shall be held at any place within or without the state which has been designated from time to time by resolution of the Board or by written consent of all members of the Board.  In the absence of such designation, regular meetings shall be held at the principal office of the Corporation.  Special meetings of the Board may be held either at a place so designated or at the principal office.

Section 3.06       Organization Meeting.  Immediately following each annual meeting of shareholders, the Board of Directors shall hold a regular meeting for the purpose of organization, election of officers, and the transaction of other business.  Notice of such meeting is hereby dispensed with.

Section 3.07       Other Regular Meetings.  Other regular meetings of the Board of Directors shall be held without call at such time as the Board of Directors may from time to time designate; provided, however, should said day fall upon a legal holiday, then said meeting shall be held at the same time on the next day thereafter ensuring which is not a legal holiday.  Notice of all such regular meetings of the Board of Directors is hereby dispensed with.

Section 3.08       Special Meetings.  Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President, or, if he is absent or unable or refuses to act, by any Vice President or by any two Directors.  Written notice of the time and place of special meetings shall be delivered personally to each Director, or sent to each Director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records of the Corporation, or if it is not so shown on such records and is not readily ascertainable, at the place in which the meetings of the Directors are regularly held.  In case such notice is mailed or telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company in the County in which the principal office of the Corporation is located at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered personally as above provided, it shall be so delivered at least twenty-four (24) hours prior to the time of the holding of the meeting.  Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such Director.

Section 3.09       Notice of Adjournment.  Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned.

Section 3.10       Waiver of Notice.  The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the Corporate records or made a part of the minutes of the meeting.

4

Section 3.11       Quorum.  A majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.  Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation.

Section 3.12       Adjournment.  A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors’ meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

Section 3.13       Action Without Meeting.  Any action required or permitted to be taken by the Board of Directors under any provision of the California Corporations Code may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.  Such action by written consent shall have the same force and effect as a unanimous vote of such Directors.

Section 3.14       Fees and Compensation.  By resolution of the Board of Directors, one or more of the Directors may be paid a retainer for their services as Directors, or a fixed fee (with or without expenses of attendance) for attendance at each meeting, or both.  Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefor.

Section 3.15       Indemnification of Directors, Officers, Employees and Other Agents.

(a)        The Corporation shall have the authority, to the maximum extent permitted by the California Corporations Code, to indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of the Corporation.  The Corporation shall also have the authority, to the maximum extent permitted by the California Corporations Code, to advance expenses incurred by any agent of the Corporation in defending any proceeding.

(b)        The Corporation shall have the authority to purchase and maintain insurance on behalf of agents of the Corporation against any liability asserted against or incurred by any agent in such capacity or arising out of the agent’s status as agent.

(c)        The Corporation shall have the power to enter into binding agreements with its agents to provide the indemnification allowed under this Section 3.15.

(d)        Nothing in this Section 3.15 shall be construed either to allow indemnification of any agent for any acts or omissions or transactions from which such agent may not be indemnified under applicable California law or to deny indemnification when applicable California law requires indemnification.

(e)        For the purposes of this Section 3.15, an agent of the Corporation includes any person who is or was a Director, Officer, employee, or other agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or was a Director, Officer, employee, or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.  For purposes of this Section 3.15, “proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative.  For purposes of this Section 3.15, “expenses” includes, without limitation, attorneys’ fees and any expenses of establishing a right to indemnification.

5

ARTICLE IV

Officers

Section 4.01       Officers.  The Officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer.  The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more additional Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 4.03. One person may hold two or more offices, except those of President and Secretary.

Section 4.02       Election.  The Officers of the Corporation, except such Officers as may be appointed in accordance with the provisions of Section 4.03 or Section 4.05, shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

Section 4.03       Subordinate Officers, etc.  The Board of Directors may appoint such other Officers as the business of the Corporation may require, each of whom shall have such authority and perform such duties as are provided in these By-Laws or as the Board of Directors may from time to time specify, and shall hold office until he shall resign or shall be removed or otherwise disqualified to serve.

Section 4.04       Removal and Resignation.  Any Officer may be removed, either with or without cause by a majority of the Directors at the time in office, at any regular or special meeting of the Board, or, except in case of an Officer chosen by the Board of Directors, by any Officer upon whom such power of removal may be conferred by the Board of Directors.  Any Officer may resign at any time by giving written notice to the Board of Directors or to the President, or to the Secretary of the Corporation.  Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.05       Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the By-Laws for regular appointments to such office.

Section 4.06       Chairman of the Board.  The Chairman of the Board, if there shall be such an Officer, shall, if present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these By-Laws.

Section 4.07       President.  Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an Officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and affairs of the Corporation.  He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, at all meetings of the Board of Directors.  He shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these By-Laws.

Section 4.08       Vice President.  In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these By-Laws.

6

Section 4.09       Secretary.  The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors’ meetings, the number of shares present or represented at shareholders’ meetings and the proceedings thereof.  The Secretary shall keep, or cause to be kept, at the principal office or at the office of the Corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the numbers and dates of certificates issued for the same; and the number and date of cancellation of every certificate surrendered for cancellation.  The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board of Directors required by the By-Laws or by law to be given, and he shall keep the seal of the Corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these By-Laws.  If for any reason the Secretary shall fail to give notice of any special meeting of the Board of Directors called by one or more of the persons identified in the first paragraph of Section 3.08, or if he shall fail to give notice of any special meeting of the shareholders called by one or more of the persons identified in Section 2.03, then any such person or persons may give notice of any such special meeting.

Section 4.10       Treasurer.  The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipt, disbursements, gains, losses, capital, surplus and shares.  Any surplus, including earned surplus, paid-in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.  The books of account shall at all reasonable times be open to inspection by any Director.  The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board of Directors.  He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his transactions as Treasurer and of the financial condition of the Corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these By-Laws.

ARTICLE V

Miscellaneous

Section 5.01       Record Date and Closing Stock Books.  The Board of Directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders or entitled to receive any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any change, conversion or exchange of shares.  The record date so fixed shall be not more than fifty (50) days prior to the date of the meeting or event for the purposes of which it is fixed.  When a record date is so fixed, only shareholders who are such of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise the rights as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date.  The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of a period not more than fifty (50) days prior to the date of a shareholders’ meeting, the date when the right to any dividend, distribution, or allotment of rights vests, or the effective date of any change, conversion or exchange of shares.

Section 5.02       Inspection of Corporate Records.  The share register or duplicate share register, the books of account, and minutes of proceedings of the shareholders and the Board of Directors and of executive committees of Directors shall be open to inspection upon the written demand of any shareholder or the holder of a voting trust certificate, at any reasonable time, and for a purpose reasonably related to his interests as a

7

shareholder, or as the holder of such voting trust certificate, and shall be exhibited at any time when required by the demand at any shareholders’ meeting of ten per cent (10%) of the shares represented at the meeting.  Such inspection may be made in person or by an agent or attorney, and shall include the right to make extracts.  Demand of inspection other than at a shareholders’ meeting shall be made in writing upon the President, Secretary, Assistant Secretary or General Manager of the Corporation.

Section 5.03       Checks, Drafts, etc.  All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.

Section 5.04       Annual Report.  The Board of Directors shall cause an annual report to be sent to the shareholders, not later than one hundred and twenty (120) days after the close of the fiscal or calendar year.

Section 5.05       Contract, etc., How Executed.  The Board of Directors, except as in these By-Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

Section 5.06       Certificates of Stock.  A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each shareholder when any such shares are fully paid up.  All such certificates shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary, or be authenticated by facsimiles of the signatures of the President and Secretary, or by a facsimile of the signature of the President and the written signature of the Secretary or an Assistant Secretary.  Every certificate authenticated by a facsimile of a signature must be countersigned by a transfer agent or transfer clerk, and be registered by an incorporated bank or trust company, either domestic or foreign, as registrar of transfers, before issuance.  Certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the Board of Directors or these By-Laws may provide; provided, however, that any such certificate so issued prior to full payment shall state on its face the amount remaining unpaid and the terms of payment thereof.

Section 5.07       Representation of Shares of Other Corporations.  The President or any Vice President and the Secretary or Assistant Secretary of this Corporation are authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this Corporation.  The authority herein granted to said Officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other corporation or corporations may be exercised either by such Officers in person or by any person authorized so to do by proxy or power of attorney duly executed by said Officers.

Section 5.08       Inspection of By-Laws.  The Corporation shall keep in its principal office for the transaction of business the original or a copy of these By-Laws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours.

Section 5.09       Periodic Reports.  Regular reports containing detailed financial and other information concerning the business and affairs of the Corporation shall be furnished periodically to the responsible Officers and Directors of the Corporation, and such reports shall be designed to keep each such Officer and Director currently and reasonably informed of the affairs of the Corporation.

8

ARTICLE VI

Amendments

Section 6.01       Power of Shareholders.  New By-Laws may be adopted or these By-Laws may be amended or repealed by the vote of shareholders entitled to exercise a majority of the voting power of the Corporation or by the written assent of such shareholders, except as otherwise provided by law or by the Articles of Incorporation; provided that the vote or written assent of shareholders holding more than eighty percent (80%) of the voting power of the Corporation shall be required to reduce the authorized number of Directors below five (5).

Section 6.02       Power of Directors.  Subject to the right of shareholders as provided in Section 6.01 to adopt, amend or repeal By-Laws, By-Laws other than a By-Law or amendment thereof, changing the authorized number of Directors may be adopted, amended or repealed by the Board of Directors at any regular or special meeting thereof.

9

EX-10.1

Exhibit 10.1

INTERNATIONAL ALUMINUM CORPORATION
1991 STOCK OPTION PLAN

1.         PURPOSE

The Plan is intended to provide incentive 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.

(c)   “Board” shall mean the Board of Directors of the Corporation.

(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

1

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 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), 423(b) or 424(b) of the Code.

2

(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 1991 Stock Option Plan, as it may be amended from time to time.

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

(u)   “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.

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

(w)  “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 15, 1991 subject to the approval of the Corporation’s stockholders pursuant to Section 15 hereof.

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

3

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

4

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.

(c)   Stock Ownership

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 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 500,000.  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.  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

5

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.

(c)   Number of Shares

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.

(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

6

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.

(h)   Death of Optionee

If an Optionee dies while a Participant, or after

7

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

8

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), extend 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 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.

9

(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

Options may be granted pursuant to the Plan until the expiration of the Plan 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 consideration by the Corporation.

(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

10

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.

(c)   Adjustment Determination

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,

11

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 (20%) 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 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;

12

(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.

(c)   Registration or Qualification of Securities

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.

13

(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.

14

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;

(c)       Change the designation in Section 5 hereof with respect to the classes of persons eligible to receive Options; or

(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

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 October 31, 1991.  Prior to such approval, 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 August 15, 1991 the Corporation has caused an authorized officer to affix the Corporate name hereto.

INTERNATIONAL ALUMINUM CORPORATION
By:	/s/ John P. Cunningham
	President

16

EX-10.2

Exhibit 10.2

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 ha ve 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.

(c) “Board” shall mean the Board of Directors of the Corporation.

(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

1

valuation or, if no sale occurred on that date, then 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 sec urity 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 des cribed 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 Opt ion 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.

2

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.

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, shal l. 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.

Not withstanding 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

3

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.

(c) Stock Ownership

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 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 wi th 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 th e 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 100,0 00 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.

(c) Number of Shares

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.

4

(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.

(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 attempte d 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.

5

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.

(h) Death of Optionee

If an Optionee dies while a Participant, or after ceasing to be a Participant but during the per iod 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 cer tificate 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

6

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 t he 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 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

Notwit hstanding 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.     LIMITATIO N 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

7

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 di vidend (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.

(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 enti tled 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 cor poration (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.

(c) Adjustment Determination

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

8

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 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 outst anding 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 ac quired for

9

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 TRA NSFER 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.

(c) Registration or Qualification of Securities.

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;

(c) Change the designation in Section 5 hereof with respect to the classes of persons eligible to receive Options; or

(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

10

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, 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
By:		/s/ David C. Treinen
	President

11

EX-10.3

Exhibit 10.3

INTERNATIONAL  ALUMINUM  CORPORATION

NON-EMPLOYEE  DIRECTOR  COMPENSATION

Effective July 1, 2005

BOARD OF DIRECTORS FEES
Quarterly Retainer – Chairman	$	37,500.00
Quarterly Retainer	$	7,000.00
Meeting Fees – Chairman	$	0.00
Meeting Fees	$	500.00
COMMITTEE FEES
Audit Committee Quarterly Retainer – Chair	$	3,000.00
Audit Committee Quarterly Retainer – Member	$	2,000.00
Meeting Fees – Chair	$	1,000.00
Meeting Fees – Member	$	500.00

Effective July 1, 2006

BOARD OF DIRECTORS FEES
Quarterly Retainer – Chairman	$	37,500.00
Quarterly Retainer	$	7,000.00
Meeting Fees – Chairman	$	0.00
Meeting Fees	$	1,000.00
COMMITTEE FEES
Audit Committee Quarterly Retainer – Chair	$	5,000.00
Audit Committee Quarterly Retainer – Member	$	2,000.00
Meeting Fees – Chair	$	1,500.00
Meeting Fees – Member	$	1,000.00

1

EX-10.4

Exhibit 10.4

November 1, 2005 – October 31, 2008
Labor Agreement
Between

INTERNATIONAL EXTRUSTION CORP.

and

CABINET MAKERS, MILLMEN AND INDUSTRIAL
CARPENTERS LOCAL 721
AFFILIATED WITH

THE UNITED BROTHERHOOD OF CARPENTERS AND
JOINERS OF AMERICA

TABLE OF CONTENTS

			PAGE
	AGREEMENT	2
ARTICLE 1	SAVINGS CLAUSE	2
ARTICLE 2	UNION SECURITY	2
ARTICLE 3	EQUAL EMPLOYMENT OPPORTUNITY	3
ARTICLE 4	MANAGEMENT RIGHTS	3
ARTICLE 5	PROBATIONARY PERIOD	3
ARTICLE 6	REGULAR WORK TIME	4
ARTICLE 7	ADDITIONAL SHIFTS	5
ARTICLE 8	OVERTIME	5
ARTICLE 9	RIGHTS OF UNION REPRESENTATIVES	6
ARTICLE 10	SHOP STEWARDS	7
ARTICLE 11	PAY PERIODS	8
ARTICLE 12	SHOW-UP TIME	8
ARTICLE 13	CHECK-OFF	8
ARTICLE 14	JOINT COMMITTEE ON INDUSTRIAL RELATIONS	9
ARTICLE 15	WAGES	9
ARTICLE 16	HEALTH AND SAFETY	10
ARTICLE 17	WORK CLASSIFICATIONS	11
ARTICLE 18	GRIEVANCE AND ARBITRATION PROCEDURE	11
ARTICLE 19	NO STRIKE – NO LOCKOUT	12
ARTICLE 20	SENIORITY	12
ARTICLE 21	TERMINATION OF SENIORITY	14
ARTICLE 22	JOB BIDDING	14
ARTICLE 23	HEALTH, WELFARE, AND DENTAL PLAN	16
ARTICLE 24	PAID VACATIONS	17
ARTICLE 25	UNION LABEL	18
ARTICLE 26	SICK PAY	19
ARTICLE 27	LEAVE OF ABSENCE	20
ARTICLE 28	HOLIDAY PAY	20
ARTICLE 29	JURY DUTY PAY	21
ARTICLE 30	FUNERAL PAY	22
ARTICLE 31	EMPLOYEE RETIREMENT SAVINGS PROGRAM	23
ARTICLE 32	GENERAL PROVISIONS	24
ARTICLE 33	SOLE AND ENTIRE AGREEMENT	25
ARTICLE 34	DURATION OF AGREEMENT	26
SIGNATURES		26
EXHIBIT “A”	CLASSIFICATION & HOURLY WAGE SCHEDULE	27-28
EXHIBIT “B”	MAINTENANCE & DIE REPAIR PROGRESSION	29
EXHIBIT “C”	ATTENDANCE POLICY	30-31

1

AGREEMENT

THIS AGREEMENT is made and entered into this 1st day of November, 2005, between INTERNATIONAL EXTRUSION CORPORATION, located at 1000 Meridian Avenue, Alhambra, California, hereinafter called “Company” or the “Employer”: and the SOUTHWEST REGIONAL COUNCIL OF CARPENTERS AND JOINERS OF AMERICA, AND CABINET MAKERS AND MILLMEN LOCAL 721, hereinafter known as the “Union”.

It is agreed between the parties signatory hereto, that the above mentioned Union is and shall remain, as long as this Agreement is in force, the sole and exclusive bargaining representative of all persons working for the Company.  Employees working as guards, office workers, salesmen, supervisory personnel, and all administrative employees are excepted as defined by the Labor-Management Relations Act of 1947, as amended.

ARTICLE 1
SAVINGS CLAUSE

In the event any Federal, State or local law conflicts with any provisions of this Agreement, the provision or provisions so affected shall no longer be operative or binding upon the parties, but the remaining portion of this Agreement shall continue in full force and effect.

ARTICLE 2
UNION SECURITY

Section a)The Company agrees that all production, maintenance, transportation and tool and die employees in the bargaining unit, including leadpersons, shall be, or thirty-one (31) days after their employment, as a condition of employment, become and remain members in good standing of Cabinet Makers and Millmen Local 721, of the United Brotherhood of Carpenters and Joiners of America.

Section b)A member in good standing is defined to mean: An employee who tenders uniform initiation fees and the current month’s regular Union dues.  Failure to comply with this and upon official written notification by the Union to the Company, said employee shall be terminated within five (5) working days.

Section c)The Company agrees to furnish the Union with a list of all new hire-ins and re-hires once a month.

2

ARTICLE 3
EQUAL EMPLOYMENT OPPORTUNITY

Section a)Neither the Company nor the Union shall discriminate against any employee because of such employee’s race, color, religion, sex, national origin or age (to the extent prohibited by the age discrimination act only) or physical handicap (to the extent they are able to perform the duties assigned.)

Section b)All grievances alleging a violation of this Section shall be furnished to the other party in writing.

Section c)If no satisfactory settlement is reached by Step 3 of the Grievance Procedure, such grievances shall not be subject to Step 4 (Arbitration) of the Grievance Procedure, but may be the basis of a complaint before the Federal or State Agency which has jurisdiction over the subject matter.

Section d)Whenever the masculine pronoun is used in the Agreement, it shall refer to both genders.

ARTICLE 4
MANAGEMENT RIGHTS

Except to the extent expressly abridged by a specified provision of this Agreement, the Company reserves and retains all of its rights to manage the business.  The rights of management shall include but are not limited to, its right to determine prices of products; volume of production and methods of financing; to drop a product line; to establish or continue policies, practices and procedures for the conduct of the business and to change or abolish such policies, practices and procedures; the right to determine the number and type of its operations, and the methods, processes, and materials to be employed; to discontinue processes or operations; to select and determine the number and types of employees required; to transfer, promote or demote employees, or to lay off, terminate for just cause, or otherwise relieve employees from duty for lack of work or other legitimate reasons; and to make and enforce reasonable rules for the maintenance of discipline.  (Provided however, before the Company changes plant rules, the Company and the Union will meet and discuss such changes).  If no agreement can be reached as to the rule being reasonable or with the established rules, the rule may become effective and then subject to the provisions of Article 18.

ARTICLE 5
PROBATIONARY PERIOD

All new production and material handling employees hired after the signing of this Agreement shall be on probation for the first thirty (30) calendar days of employment or reemployment and all skilled craftsman employees hired after the signing of this Agreement, shall be on probation for the first ninety (90) calendar days of employment or reemployment.  During this probationary period an employee shall have no seniority rights.  The company shall have the absolute right, in its sole discretion, to discharge or layoff any probationary employee for any reason.  A probationary employee’s entire work record will be reviewed by the Company in making the determination as to continued employment.  Upon satisfactory completion of the probationary period seniority will be computed from the employees original date of hire or most recent re-hire date.  Extension of the probationary period may be jointly agreed upon by the company and the Union.

3

ARTICLE 6
REGULAR WORK TIME

Eight (8) hours shall constitute a regular workday.  Five (5) days shall constitute a regular workweek from Monday to Friday inclusive.  The first shift shall start between 6:00 a.m. and 8:00 a.m. and each shift shall have an established starting time. Except that the Company may schedule regular shifts at other start times from the first Monday in June until the first Monday in October to meet electrical power requirements and rate availability. Written notice will be posted, with a copy to the Union, at least one (1) calendar week prior to such change and the new schedule will be in effect for at least four (4) calendar weeks.  Upon mutual agreement between the Company and the Union or the majority of employees in a department, for Saturday work only, the normal starting time maybe changed to 5:00 a.m. without overtime penalty.  This option may also apply to a regular work shift by a department, but only with the approval of the Company, the Union and the majority of employees.  The Company shall notify the Union in writing, of the time elected to start the regular workday.  The regular workday shall continue uninterruptedly for eight (8) hours, except for a meal period of one-half (1/2) hour.  If the meal period is less than one-half (1/2) hour, (at the Company’s option) it shall be a paid meal period, except by mutual agreement, between the Company and the Union, for production employees only, there shall be no staggered shifts.  Also, a ten (10) minute rest period is to be provided midway in the morning and ten (10) minutes midway in the afternoon.  This shall be applicable to all shifts.  Any employee who works a scheduled ten (10) or more hour day shall be entitled to a third ten (10) minute rest period during the ten (10) or more hour day.  The time of this third rest period is to be determined by mutual agreement.

All hours worked before or after the shift, above and beyond the regular eight (8) hours, to which the employee is regularly assigned, shall be paid as overtime pay hours.  In the event the employee works eight (8) hours or less, in the preworking hours before his regular starting time, he will be paid overtime if he also completes his normal (8) hour shift.  However, in the event the Company elects to send the employee home prior to the completion of his normal shift, all hours working prior to his normal starting time will be paid for at time and one-half (1 1¤2).

4

ARTICLE 7
ADDITIONAL SHIFTS

Section a)All employees regularly assigned to the swing shift shall receive thirty cents ($.30) per hour above the regular straight time hourly rate of pay and all employees assigned to the graveyard shift shall receive forty cents ($.40) per hour above the regular straight time hourly rate of pay.

Section b)Shift differential shall be paid for only those hours worked on swing or graveyard shift, unless otherwise specified.

Section c)A first shift differential of twenty-five cents ($.25) per hour shall be paid for only those hours worked before 6:00 A.M.

ARTICLE 8
OVERTIME

The rate of wages for overtime work shall be as follows:

Section a)For the first two (2) hours after the first eight (8) hours worked in any one day, and work on Saturdays for the first eight (8) hours, time and one-half (1 ½) the regular hourly rate shall be paid.

Section b)All overtime work thereafter, and work performed on Sundays, shall be paid for at the rate of double (2) time.

Section c)Herein listed holidays when worked shall be paid for at the rate of double (2) time plus the holiday pay.

Section d)If a regularly assigned swing or graveyard shift which begins on Friday or the day before a holiday continues into holiday or Saturday hours, or if a regularly scheduled graveyard shift starts prior to 12:01 a.m. Monday, those shift hours which fall on a Saturday or holiday shall be worked at the applicable straight time rate plus shift differential and not at an overtime rate.

Section e)Whenever possible, any employee, when required to work overtime during the regular workweek, must be notified by mid-shift of that day.

Section f)When an employee is required to work on Saturday or Sunday, he must be notified no later than the end of his regular shift on Thursday.

Section g)To the extent practical, the Company will make an effort to achieve equalization of overtime within a classification and department.

Section h)Whenever possible, overtime work will be assigned to employees who normally perform the work in question.

5

Section i)The Company will request qualified employees to work overtime on a voluntary basis, if less than a full crew, department or plant are going to work overtime.  If a sufficient number of qualified employees have not volunteered, the Company reserves the right to schedule the remaining qualified employees to work overtime work.

Section j)The Company will make every reasonable effort to relieve any employee who has a good reason to be excused if a suitable and qualified replacement can be found.  A request naming the qualified replacement may be made in writing and given to the immediate supervisor.  If a request is made in this manner, a denial on the part of the Company must be signed by the appropriate department manager and the appropriate steward being advised of the decision.

Section k)All work to be worked by an employee on a fourth consecutive Saturday and Sunday will be voluntary.

Section l)An approved absence under section (j), when a replacement is found will not be charged to the excused employee.

Section m)The Company will provide a bulletin board located in the time clock area for notices of an employee seeking a qualified replacement to work overtime.

Section n)Incorrect assignments of overtime will be resolved by the aggrieved party being offered the next opportunity to work available overtime rather than direct payment of any type.

ARTICLE 9
RIGHT OF UNION REPRESENTATIVES

Section a)An accredited representative of the Union, after making his presence known to the General Manager or Plant Manager or their designated representative, shall have reasonable access to the Company’s place of business for the purpose of handling legitimate Union business during working hours.

Section b)The Company will provide space on bulletin boards for posting notices of Union business.  Such notices must be submitted to the Plant Manager for approval before posting.

6

ARTICLE 10
SHOP STEWARDS

Section a)The Company will make the Shop Stewards known to all new employees.

Section b)Shop Stewards shall have reasonable time during the day to handle Union business.

Section c)Each Shop Steward shall obtain authorization from his supervisor before leaving his work to perform his functions, and shall also report on his return to his department.  In the event that Shop Steward is on a job, which affects the production of another employee or a group of employees, the Shop Steward shall remain on the job until arrangements can be made to obtain a relief.  The supervisor should make the necessary arrangements to relieve the Shop Stewards as soon as practical.  When it is necessary for a Shop Steward to enter a department other than his own, he shall notify the supervisor of that department of his presence and of the nature of his business therein.

Section d)If available, a Shop Steward is to be present at the time of a suspension or discharge of an employee.

Section e)The Shop Steward shall be notified three (3) days prior to any major layoff whenever possible.

Section f)Shop Stewards shall be furnished a weekly list of all newly hired employees.

Section g)Shop Stewards must have at least three (3) years of service with the Company and will be granted super seniority for layoff purposes only.  At the time of a layoff, by mutual agreement between the Company and the Union, the Shop Steward will be assigned to an available job on the same shift, thereby enabling him to continue in the performance of his duties as a Shop Steward.

Section h)If an employee is to be disciplined, he may request that a Shop Steward be present.

Section i)The Shop Steward and the employees will not suffer any loss in pay from regularly scheduled hours of work while attending Step 3 grievance meetings with the Company.  Any time spent outside of the regularly scheduled hours will not be paid for by the Company.

7

ARTICLE 11
PAY PERIODS

Employees shall be paid weekly.  Employees shall be paid the full amount of wages due on each pay day, except that in order to facilitate the handling of the payroll, the Company shall be permitted to hold back not more than one (1) week’s pay between such paydays.

ARTICLE 12
SHOW-UP TIME

Providing they are available at the regular starting time, employees ordered to work for whom no work is provided shall receive a minimum of four (4) hours pay and if worked (5) hours or more, shall receive eight (8) hours pay.  If any employee elects to leave his employment before the end of the shift with the permission of the Company, he shall be paid only for the actual time worked.  Employees shall be considered as having been ordered to work if the foreman or working superintendent or person in charge of operations or his representative fails to notify them not to report at the end of the previous work day or shift.

There will be no obligation for the Company to pay the minimum referred to in this Article in the event of floods, fires, power failure or other occurrences such as: bomb threats, earthquakes, major breakdowns, etc., which are beyond the Company’s control.

ARTICLE 13
CHECK-OFF

The Company and the Union agree to a voluntary check-off for monthly Union dues and initiation fees, with the following stipulations:

Section a)The Union agrees to furnish the Company with signed voluntary authorization cards.  The Union also agrees to furnish the Company monthly with a duplicate list of all employees who have signed authorization cards.

Section b)During the term of his Agreement and during any extension thereof, as provided in this Agreement, the Company shall deduct on the second pay period of each month the Union dues and initiation fees as designated on the voluntary authorization cards signed by the individual employee.  The Company shall remit such deductions together with a duplicate copy of the check-off list to the Union no later than one (1) week after such deductions are made.

Section c)Upon notification from the Union that any employee is in arrears in Union dues or initiation fee or any part thereof, the Company will deduct the amount of arrears or unpaid initiation fee at the same time that deductions are made for the Union dues to the extent that such deduction is authorized by said voluntary authorization card.

8

ARTICLE 14
JOINT COMMITTEE ON INDUSTRIAL RELATIONS

The members of the Grievance Committee shall serve with Company representatives as employee members of the Joint Committee on Industrial Relations.  The purpose of the Joint Committee is to afford a better means of communication between the employees and the Company through informal discussions of matters of mutual interest.  The Joint Committee will meet monthly or as jointly agreed upon by the Chairman of the Grievance Committee and the Company from time to time.

ARTICLE 15
WAGES

Section a)All employees working in classifications covered by this Agreement shall be paid no less than the hourly wage set forth in Exhibit “A”, attached hereto and made a part hereof.

Section b)It is understood that the rates listed in Exhibit “A” are hourly rates for experienced employees (after normal progression) for each classification.  Any employee receiving more than these rates, while being classified as such, are not to be reduced during the life of this Agreement.  However, employees who are reclassified into a lower paying position on a permanent basis, due to bidding down, demoted for just cause, or request for voluntary transfer to a lower paying job will have their rate adjusted to reflect such change.

Section c)Any employee who is reclassified into a lower paying position due to a reduction in force shall receive the contract rate or their old rate when they were classified as such, whichever is the higher of the two.

Section d)Employees whose current hourly rate is above the classification rate for the position which they currently hold or have bid and were promoted, will retain their rate if such bid is within the same classification or will retain their rate or the new classification rate to which they bid and were promoted, whichever is the higher of the two.

Section e)All non-progressionary employees shall receive the negotiated increase in wages regardless of their present rate of pay.   No employee shall receive a reduction in pay because of the terms of this Agreement unless expressly provided for as in Article 15 (b).

Section f)Transfers to higher paid classifications shall be offered to the most senior qualified employees who can perform the job. The Company shall have the right to make all other temporary transfers without regard to seniority for a period of up to thirty (30) days.  Further extensions of the thirty (30) day transfer may be agreed to by the Company and the Union.  Employees temporarily assigned to a lower classification shall not have their wages reduced.  After attaining the classification rate, any employee who works at a classification which requires a higher rate of pay shall receive the higher rate of pay for the actual hours worked in that classification.

9

Section g)Employees involuntarily transferred to another shift shall have placement priority in the first opening in their job classification on their former shift after ten (10) working days.

ARTICLE 16
HEALTH AND SAFETY

Section a)The Company shall make reasonable provisions for the safety and health of its employees in the plant during their hours of employment.  The Company agrees that it will furnish and maintain first-aid equipment.  The Union and its members will cooperate in maintaining sanitary conditions and in the use of safety devices, making suggestions so as to improve the safety and health of the employees, and taking reasonable care for any safety material provided.

Section b)Employees injured on the job will not suffer a loss of wages due to visits to the doctor or hospital for examination or treatment during working hours on the day of injury.  Visits to a doctor or hospital after the day of the injury shall be on non-working time; provided, however, if an employee must see a specialist during normal working hours, the Company shall provide time off with pay not to exceed an aggregate of three (3) hours.

Section c)By mutual agreement between the Company, the Union and the employee’s doctor, the employee, who is unable to perform the duties of his job because of the injury or physical handicap, may be placed in a different job classification at a reduced rate of pay if such a position is available and the employee is physically able to perform the job.

Section d)The Company reserves the right to send, at any time and at the Company’s expense, an employee to a recognized doctor, hospital or medical clinic to have the employee examined or tested to ensure that he is physically, mentally or emotionally capable of performing his job.  All employees agree as a condition of employment to abide by this procedure and authorize any medical facility so used to release information obtained to the appropriate Company representatives.

10

ARTICLE 17
WORK CLASSIFICATIONS

If the Company establishes a new job classification within the bargaining unit during the term of this Agreement, the Company will notify the Union of any new classification and initially set the rate of pay for such new job classification.  If the Union is not satisfied with the rate of pay established by the Company, it shall have the right within ten (10) days after the establishment of such new classification to file a grievance pursuant to Article 18 of this Agreement.  If the grievance proceeds to the arbitration, the arbitrator shall have jurisdiction to determine only whether or not the rate of pay established for such new job classification bears a fair relationship to the other rates of pay set forth in this contract, and if not, what rate of pay would bear such relationship.

ARTICLE 18
GRIEVANCE & ARBITRATION PROCEDURE

Section a)Should any difference arise between the Company and the Union or between the Company and any employee covered by this Agreement as to the meaning and application of the provisions of this Agreement, an earnest effort shall be made to settle such differences, providing such difference has been submitted within ten (10) working days (except for terminations which shall be five (5) working days) of the incident or discovery or knowledge of the incident.

Section b)All disputes of employees shall be taken up for settlement in the first instance verbally with the immediate supervisor by the employee and his Shop Steward.  The group should endeavor to reach settlement of the matter within twenty-four (24) hours.

Section c)If the dispute is not settled with the twenty-four (24) hour period, it will then be reduced to writing, signed by the employee and the Steward, or the Stewards in a group case and specifying the Article and Sections of the Agreement believed violated and what relief is sought and be submitted to the Plant Manager within an additional twenty-four (24) hours.

Section d)The Plant Manager will answer the grievance within five (5) days and present it to the Shop Steward and the Union.  If the Plant Manager’s answer is still unsatisfactory, then within five (5) days, the Union Business Representative or Shop Steward shall schedule a meeting with a representative  of management designated by the Company.  If the grievance is not resolved at the meeting, the Company will reply to the Shop Steward and the Union within five (5) days.

Section e)If the dispute is still not resolved, the Union or the Company may appeal the grievance to arbitration within an additional five (5) days.  The parties shall jointly engage an impartial arbitrator to adjust the dispute, whose decision shall be final and binding upon both parties.

Section f)The arbitrator shall not have the right to add to nor subtract from nor modify any of the terms of his Agreement.

11

Section g)It is agreed and understood that only one (1) issue shall be submitted to one (1)  arbitrator unless the Union and the Company shall mutually agree to submit more than one (1) grievance to the same arbitrator.

Section h)The arbitrator shall submit his decision in writing within thirty (30) working days after he has heard the case.  His decision must specify in what manner the amount (if pay is involved) is to be received by the aggrieved party.

Section i)The cost of the arbitrator shall be borne equally by the parties.

Section j)All time limits specified above exclude Saturdays, Sundays, and holidays.

Section k)American Arbitration Association shall furnish a panel of arbitrators whose selection shall be determined by the rules of that organization.

Section l)All of the time limits provided herein may be extended by mutual agreement.

ARTICLE 19
NO STRIKE-NO LOCKOUT

During the term of this Agreement, all disputes, grievances, complaints and adjustments pursuant to this Agreement shall be settled in accordance with the Grievance and Arbitration Procedure outlined in Article 18 and the Union agrees for itself and it’s members that there shall be no strike of any kind, walk-out, sympathy strike, slowdown, picketing, stay-in, or work stoppage of any type, or interference with production coercive or otherwise, or violation of this Agreement.  The Company agrees that there shall be no lock-out in violation of this Agreement on its part.

ARTICLE 20
SENIORITY

Section a)The purpose of this Article is to provide a declared policy of work security for qualified employees, measured by length of service with the Company.

Seniority as used herein means length of service with the Company since the date of hire or rehire.

Section b)Seniority shall be considered to encompass the following:

1)Length of continuous service;

2)Knowledge, skill and efficiency;

3)Physical fitness for the job in question.

When 2) and 3) are relatively equal, length of service shall govern.

Section c)The Company agrees to notify the Shop Stewards at the earliest possible moment before any general layoff.

12

Section d)If a reduction of the working force is necessary, employees shall be laid off in accordance with their seniority, and the employee with the least amount of seniority being laid off first, provided that the employee with the greatest amount of seniority is able to perform the work.

Section e)In increasing the working force after a layoff, the reverse of the above mentioned procedure shall be followed.

Section f)An up-to-the-date seniority list will be maintained by the Company and a copy furnished to the Shop Steward upon request.

Section g)Any employee laid off and re-employed within one (1) year shall not forfeit any seniority rights.  An employee shall lose his seniority if he, having been laid off, fails without reasonable excuse to report for work within five (5) working days after a personal notice or a registered, return-receipt notice is mailed to the employee at his last known address.

Section h)When the Company reduces the work week for more than two (2) weeks duration in a sixty (60) day period, the Company shall be compelled to lay off those employees with the least seniority in order to ensure a five (5) day work week for the remaining employees.

Section i)In order to maintain work flow at the time of restaffing, the Company will first recall those employees with a right to recall and may recall any available employee, regardless of their seniority, for a temporary period of five (5) days before recalling the prior employees from lay off.  Staffing done in this manner would last only until all qualified and senior employees were recalled in accordance with the normal recall provisions called for in Article 20 – Seniority.

13

ARTICLE 21
TERMINATION OF SENIORITY

An employee’s seniority shall terminate:

1)Upon discharge for cause.

2)Upon voluntary termination of employment (quit).

3)Upon failure to return to work following layoff within the time provided as specified in Article 20, section (g).

4)Unreported absence from work for three (3) consecutive days (voluntary quit).

5)Upon failure to return to work after expiration of a leave of absence.

6)Upon layoff or any leave of absence for a period in excess of one (1) year. (excluding Industrial Accidents which shall be up to eighteen (18) months.)

ARTICLE 22
JOB BIDDING

Section a)New or permanent job classifications or vacancies shall be posted at least forty-eight (48) hours on a bulletin board in the plant prior to the filling of these jobs permanently.  The bid shall state the job title, if it is permanent or temporary, shift, rate of pay and department, where applicable.  Any employee who feels he possesses the necessary capabilities may make applications for the job openings by following the instructions on the posted bid.

Section b)If in the opinion of the Company, (2) and (3) of the seniority provisions are relatively equal, length of service shall be the determining factor.

Section c)Before any notice of the successful bidder is posted on the bulletin board, the Plant Manager will review the bid list with the departmental Union Steward.  Employees whose names remain on the notice at the end of the official posting period shall be considered for the job and should they be the successful bidder, must accept the job.  The name of the successful bidder will be posted when the job is awarded.

Section d)In the case where a junior employee has been awarded a job bid, the Company shall notify the senior employee or employees in writing as to the reason for the denial.

Section e)An employee who is eligible for and receives a job shall be allowed a trial period, the length of which shall be determined by the Plant Manager, but in any case the trial period shall not exceed thirty (30) calendar days for production and material handling positions, and ninety (90) calendar days for skilled crafts positions, unless an extension is mutually agreed to by the Company and the Union.  The skilled craft position shall be Maintenance, Tool & Die, and Die Repair.

14

Section f)If it is determined by the Company within the above referred to trial period that the job bidder or assignee is not qualified, the disqualified employee will thereupon be returned to his former job without loss of seniority of rate of pay on such former job.

Section g)There shall be no deliberate disqualifications on the part of the employee or by the supervisor within the trial period on the basis of personalities and/or employees personal desires.

Section h)Postings shall remain open for up to thirty (30) calendar days.  If additional openings should occur within a particular classification, department, and shift or because of a disqualification, then the next senior person on the list shall be awarded the position if he or she qualifies in accordance with Article 20, Section (b) of the Agreement.

Section i)Any employee assigned or selected for a posted job may be denied consideration for any job posted for six (6) months immediately following his selection, or appointment except for a newly created job, a job at a higher rate of pay or an undue hardship case as agreed by the Company and the Union.

Section j)The successful bidder will receive twenty-five cent ($.25) increase or the rate of the job, whichever is less, at the time he is moved to the new job.

Section k)An employee whose rate is still in progression shall receive the twenty-five cents ($.25) increase when he is moved to the new job and then continue with such regular progression increases until he reaches the top rate of the classification to which he bid.

Section l)The promotion and demotion of the Leadperson shall be at the sole discretion of the Company, and not subject to the provisions of Article 18 providing however, in the event of any demotion the Company will discuss the basis for its decision with the Union before doing so.

Section m)On a “temporary job bid” the Company will record on the job bid notice as much information concerning the status of the job and person, as they are aware of.  Any individuals who become the successful bidder of such a job may be converted to permanent, without further bidding, if the employee who was absent does not return.

Section n)Quality Control positions will be part of the job bid list.

15

ARTICLE 23
HEALTH, WELFARE, AND DENTAL PLAN

Effective November 2005 hours worked, the Company agrees to pay 90% of the cost of the composite medical and dental insurance premium to the Southern California Lumber Industry Welfare Fund in the amount of Five Hundred Seven Dollars and Forty Seven Cents ($507.47) for each eligible employee who works seventy (70) straight time hours or more during the month of November, 2005.

Effective December 2005 hours worked, the company agrees to pay 90% of the cost of the tiered medical and dental insurance premium to the Southern California Lumber Industry Welfare Fund.

MONTHLY CONTRIBUTION RATES AS OF JANUARY 1, 2006

Coverage	Monthly Premium		Company		Employee
Employee	$	303.40	$	273.06	$	30.34
Employee + Spouse	556.95		501.26		55.69
Employee + Child(ren)	490.59		441.53		49.06
Family	698.18		628.36		69.82

The benefit package includes Medical, Dental, Prescription Drug, Vision and Life Insurance

INCREASES IN CONTRIBUTIONS:

The employees’ cost for the programs will be Ten Percent (10%) of the composite rate for hours worked in November, 2005.  The employees’ cost for the programs will be Ten Percent (10%) of the tiered rate according to the employee election, as set forth above, for hours worked beginning in December, 2005.  Thereafter, any cost increases in the Plan will be shared equally (50%-50%) by the Company and the employee.  The Company or the Union will give the other party thirty (30) days written notification of any cost changes under the Plan.

WELFARE CONTRIBUTIONS:

Beginning on the effective date of this agreement, based on hours worked or paid for in the preceding month and continuing each month for the duration of this Agreement; or any further extension thereof, the Employer agrees to make monthly contributions as specified above to the Southern California Lumber Industry Welfare Fund’s Managed Care plan for each employee who works or is paid for seventy (70) hours or more. Contributions shall be paid by the fifteenth (15th) of the month following the month in which they are earned. The contribution rates are set by the Trustees on an annual basis.

INITIAL CONTRIBUTION RULE:

Each employee under this agreement must work a period of  ninety (90) calendar days before the Employer is required to make the initial contributions. Contributions on new employees are due the first (1st) of the month following the qualifing period.

BENEFITS AND ELIGIBILITY:

The benefits provided under the Managed Care Plan and the rules by which employees and dependents, if applicable, become eligible for benefits, shall be determined by the Board of Trustees of the Southern California Lumber Industry Welfare Fund and shall be described in the Plan Document and other materials published by the Trustees.

TRUST AGREEMENT:

The Employer and Union subscribe to and agree to be bound by the provisions of the Trust Agreement creating the Southern California Lumber Industry Welfare Fund, as revised and restated September 1, 1986,

16

and all amendments thereafter adopted. This includes Article IX, Sections 4 and 5, which gives the Board of Trustees the authority to set contribution rates on an annual basis.

CONFLICT WITH OTHER SECTIONS:

The provisions of this Section supersede any and all other language contained in this Agreement (or any extension thereof or side agreement) if it conflicts with the language of this Welfare Contributions Section.

ARTICLE 24
PAID VACATIONS

Section a)Each employee shall receive one (1) week’s vacation with pay after one (1) year of service with the Employer and two (2) weeks vacation with pay after two (2) years of service with the Employer, three (3) weeks vacation with pay after eight (8) years of service with the employer and four (4) weeks vacation after fifteen (15) years of service with the Employer.

Section b)Vacation pay for each week of vacation shall be computed by multiplying the employee’s normal straight time rate of pay by forty (40) hours for each week of vacation.  Payment for accrued vacation will be made on the payroll period following the employee’s anniversary date.

Section c)Each employee shall be considered as having a year’s continuous service and a year’s eligibility for vacation for each completed year, starting from the date of his employment, in which he has worked at least fourteen hundred (1400) straight time hours for the Company.

Section d)The employee shall take his vacation within the fifty-two (52) weeks after he has become eligible for a vacation, and he shall not receive vacation pay in lieu thereof unless there are extenuating circumstances requiring his particular skill or service beyond the fifty-two (52) week period.  Any eligible employee who is permanently laid off or discharged shall be paid for his accrued vacation at the time of such layoff or discharge.  Vacations earned over two (2) successive years must be separated by a minimum period of thirty (30) days.

Section e)The Company, in scheduling vacations, will, insofar as possible without interfering with efficient operations consider the wishes of the employees.  In the event of a conflict in vacation schedules, recognition shall be given to seniority.

Section f)If a recognized holiday occurs during the time an employee is absent on an earned vacation, he may absent himself for one (1) more day and he shall become entitled to an additional eight (8) hours of pay at the straight time rate, providing he qualifies in all other respects for such holiday pay.

Section g)Any employee who has worked less than fourteen hundred (1400) straight time hours or who is terminated after he has completed twelve (12) months or more of continuous service with the Company since the date he was last employed, shall be granted one-twelfth (1/12) of one (1), two (2) or three (3) weeks, etc., vacation pay,

17

whichever applies, for each month of service since his last anniversary date in which month he has completed one hundred-twenty (120) straight time hours.

Section h)Those employees who terminate or have been terminated and who have had less than one (1) year’s service will not be eligible for any vacation payment.  Thos employees who are laid off for lack of work and who have had less than one (1) year’s service will be eligible for accumulated vacation payment at the rate of one-twelfth (1/12) of one (1) week for each month of service since their hire date in which they have completed one hundred-twenty (120) straight time hours.

Section i)Any employee laid off through reduction of force, or any other reason beyond the employee’s control, and re-employed in conformance with seniority provisions shall be considered as having been continuous service completed.

Section j)The amount of taxes to be deducted from the employee’s anniversary vacation and sick leave check will be at the same tax rate that was taken from the regular pay check for that week had vacation or sick leave not been paid.

ARTICLE 25
UNION LABEL

It is hereby understood and agreed by the Company and the Union that an application shall be made for the Union Label to the First General Vice-President of the United Brotherhood of Carpenters and Joiners of America.  If the application is approved, and the Union Label is issued by the United Brotherhood of Carpenters and Joiners to be placed upon the Company’s products, it is understood and agreed that the Label shall remain the property of the United Brotherhood of Carpenters and Joiners of America, and shall be at all times in the possession of a member of the United Brotherhood of Carpenters and Joiners of America; and that said Union Label shall at no time be used in any manner that will be detrimental to the interest and welfare of the members of the United Brotherhood, and upon evidence that said Union Label is being used in a manner detrimental and harmful to the members of the United Brotherhood of Carpenters and Joiners of America, then the use of the said Label shall immediately be withdrawn from the mill, shop, factory, or manufacturing establishment of the Company.

18

ARTICLE 26
SICK PAY

Section a)All employees covered by this Agreement who have worked for the company one (1) year shall commence to accumulate up to two (2) days sick pay in equal monthly increments to a maximum of sixteen (16) hours.

Section b)All employees covered by this Agreement who have worked for the Company three (3) consecutive years shall commence to accumulate up to three (3) days sick pay in equal monthly increments to a maximum of twenty-four (24) hours.

Section c)All employees covered by this Agreement who have worked for the Company four (4) consecutive years shall commence to accumulate up to four (4) days sick pay in equal monthly increments to a maximum of thirty-two (32) hours.

Section d)All employees covered by this Agreement who have worked for the Company five (5) consecutive years shall commence to accumulate up to five (5) days sick pay in equal monthly increments to a maximum of forty (40) hours.

Section e)Sick leave pay will be accrued in equal monthly increments throughout the year for any month the employee had worked a major portion thereof, and may not be taken faster than accumulated.

Section f)The unused portion of sick leave will be paid off at the employee’s anniversary date of employment.

Section g)Any employee laid off through reduction of force and re-employed within twelve (12) months shall be considered as having been continuously employed for purposes of determining consecutive years of service.

19

ARTICLE 27
LEAVE OF ABSENCE

Section a)Personal Leave – At the discretion of the Company, leaves of absence may be granted for personal reasons for a period not to exceed thirty (30) days upon written application.  No employee shall receive more than thirty (30) days total personal leave of absence in any one (1) year except under special circumstances.

Section b)The Company will grant leaves of absences in accordance with the law, provided employees’ requests for such leaves are timely and accompanied with the appropriate documentation, including a certificate from a qualified physician when applicable.

Section c)In no event does the Company have to grant a personal leave or sick leave of absence in excess of the time the employee has been employed by the Company.

Section d)Any employee on a personal, industrial or sick leave of absence must notify the Company and the Union personally every thirty (30) days in order to retain such leave rights or may be terminated.  Also, a personal leave or sick leave of absence shall not be granted under this clause to work elsewhere.  Any employee working elsewhere while on a personal leave or sick leave of absence may be terminated.

Section e)The Union and the Steward shall be provided a list monthly of all employees on personal leave or sick leave of absence, who have been absent in excess of thirty (30) days.

Section f)All requests for leave of absence must be in writing and all leaves of absence granted must be in writing.  Seniority status will accumulate and continue during leave of absence.

ARTICLE 28
HOLIDAY PAY

Section a)The Company will recognize holidays as follows:

Labor Day	Day before or after Christmas Day
Good Friday	Christmas Day
Memorial Day	Day before or after New Year’s Day
Fourth of July	New Year’s Day
Thanksgiving Day	Employee’s Anniversary Date
Friday after Thanksgiving

Section b)An employee who has been on the payroll of the Company for a period of sixty (60) days or more prior to a recognized holiday and has worked his last scheduled working day prior to the holiday, and his next scheduled working day after the holiday, shall receive holiday pay based on the number of hours that would have been worked had such day not been a holiday, times his straight time hourly rate, including those holidays falling on Saturday or Sunday.  Where a recognized holiday falls on a Saturday or Sunday, it will be celebrated on Friday or Monday.

20

Section c)An employee absent for a period not to exceed thirty (30) days for industrial   accident, lay off or absence for illness (which is substantiated with doctor’s verification), shall qualify for holiday pay if the holiday falls within that period.

Section d)The anniversary date holiday will be paid on the employee’s anniversary but the day off may be observed on some other day within a following ninety (90) day period by mutual agreement between the employee and his supervisor.  Employees must schedule the day of observance of the holiday at least one (1) week in advance.

Section e)If the anniversary date holiday is to be observed on a day other than the employee’s anniversary date and scheduling such results in interfering with efficient operations, recognition shall be given to seniority in scheduling of those employees requesting that day.

Section f)By mutual agreement, between the Company and the Union, the observance of this anniversary date holiday may be moved off the anniversary date, by shift, so as to provide that the swing or graveyard shifts do not have to begin or end a shift on Christmas Day or Christmas Eve.

Section g)Any employee who is called in and/or is excused for being late less than one quarter (1/4) hours in reporting to work on the last scheduled working day prior to the holiday or the next scheduled working day after the holiday will be eligible for the holiday pay.  Should there be two (2) days holiday in succession, lateness on the “day before the Holiday” will then apply to qualifying for holiday pay on the first of the two (2) holidays and lateness on the “Holiday” or the “day after the Holiday” will apply to qualifying for holiday pay on the second holiday.

Section h)Upon approval, any employee who has earned safety hours can use those hours before or after a holiday provided they give their supervisor one (1) weeks notice.

Section i)The Company will make every effort not to schedule work the weekends of Labor Day, Memorial Day and Good Friday.  All work on these weekends should be on a voluntary basis.

ARTICLE 29
JURY DUTY PAY

An employee called for jury duty shall be entitled to the difference between his jury duty pay for each day of jury duty and eight (8) times his hourly rate of pay in effect at the time he is called to serve.  Expense money received by the employee as a result of jury duty service shall not be included when calculating the difference.

A swing or graveyard shift employee will be excused from work on days on which he has served jury duty.  Jury duty pay for such employee shall include his regular shift bonus.

Jury duty differential pay shall be given for each day of actual jury duty service, not to exceed in the aggregate thirty (30) days during any twelve (12) month period for any employee.

21

In order to be eligible for payment, an employee must notify the personnel office within twenty-four (24) hours of the receipt of notice of selection of jury duty and must furnish a written statement from the appropriate public official showing the date and time served and the amount of jury pay received.

ARTICLE 30
FUNERAL PAY

Section a)In the event of the death of a member of the immediate family, an employee will, at his request, be granted up to three (3) consecutive work days off with pay of eight (8) times his straight time hourly rate of pay per day, to attend the funeral.  Should the employee attend a funeral outside a three hundred (300) mile radius, the employee will be granted up to four (4) consecutive work days off with pay and be granted an additional six (6) consecutive days off without pay if requested.  Should a funeral occur during an employee’s vacation or on a holiday, time off from work will be extended for an equivalent period.

Section b)“Immediate family” is defined as spouse, parents of the employee or spouse, step parents, brothers and sisters, or step brothers and step sisters, children, (natural, step or adopted or children in the process of being adopted), and grandparents.

Section c)Proof of death, attendance at the funeral and relationship to the deceased must be submitted by the employee for funeral leave pay to be granted.

Section d)An employee who does not attend the funeral will not be eligible for any funeral pay.

Section e)Considering possible operational difficulties, extensions granting additional time will be reviewed on an individual basis when they occur.

22

ARTICLE 31
EMPLOYEE RETIREMENT SAVINGS PROGRAM

Section a)Effective November 1, 1977, and under government regulations, a contributory savings plan was established whereby the Company and eligible employee may contribute a specified amount for each hour worked.  The funds will be placed into a Retirement Trust Account and will be managed by an independent trustee.  Company contributions remain in the Trust Fund and cannot be returned to the Company under any circumstances.  Provisions are made for withdrawals of all or part of each employee’s contributions, temporary suspensions of participation and sharing of Company contributions and fund earnings, all in accordance with government regulations.

Section b)The schedule of Company contributions is as follows:

Effective November 1, 2002 $.50 per hour of each hour worked.

Effective November 1, 2003 $.55 per hour of each hour worked.

Effective November 1, 2004 $.60 per hour of each hour worked.

The amount of the minimum participant’s contributions for the term of the contract will be as follows:

$.25 per hour for each hour worked.

Section c)Each participant will have the option to contribute the minimum participants contributions as specified above or an amount equal to twice (2) the Company’s contribution, though not to exceed ten percent (10%) of the participant’ annual earnings for all participating years in five cents ($.05) per hour increments.  A participant may elect to have his contributions raised from the minimum yearly rate to the maximum rate at any time during the year.

Section d)A participant contributing the maximum may reduce his contribution back to minimum at any time, however, he may not elect to move up to the maximum contribution again until the next anniversary date of the contract.

Section e)Regardless of which option the participant selects, the Company’s contribution will only be the amount specified above.

Section f)A summary of the Plan shall be made available to all employees.

Section g)A copy of the entire Plan will be furnished to the Union.  Such plan will be available for inspection at the office of the Company and/or the Union during normal business hours.

Section h)Such Plan is continually subject to Internal Revenue Service approval and other cognizant authority.  The Company and the Union acknowledge that if changes are required in order to maintain tax exempt status and qualifications, such changes will be submitted by the company and the Union will be notified.

23

ARTICLE 32
GENERAL PROVISIONS

Section a)The company reserves the right to schedule inventories at any time.  When scheduling inventories, the Company will request those employees it considers best suited for the inventory.  However, if a sufficient number of these employees have not volunteered, the Company reserves the right to schedule the remaining qualified employees.  Individuals selected for the taking of physical inventories may be done so without regard to seniority or equalization of hours during the time that the inventory is taken.  The Company retains the right to schedule any salaried management employee to perform any of the functions in the performance of the inventory.

The rate of pay for taking physical inventories will be the regular straight time hourly rate of pay of the employee.

The Company will make every reasonable effort to relieve any employee who has good reason to be excused if, in the Company’s opinion, a suitable replacement can be found.

Section b)Supervisory personnel shall not perform work on a Bargaining Unit job if the result would be to displace active employees from gainful employment, but this will not prevent such work; 1) in emergencies affecting or threatening to affect the safety of person, building or equipment, 2) in the instruction and training of employees, 3) in testing materials and production, 4) development of new products, new or changed equipment or procedures; and 5) in the performance of necessary work when production difficulties are encountered.  If a supervisor is going to perform such duties as described above for an extended period, he shall first notify the Shop Steward.

Section c)The General Work Rules, Safety Rules, Absentee Policy, and Sexual Harassment Policy and Drug, Alcohol and Controlled Substance Policy have been reviewed and approved to become part of this Agreement, but will be posted and issued in separate form rather than as part of the main body of this Agreement.  The rules or policies may be revised or added to as changing conditions may require, but no new rules or policies will be enforced until adequate notice has been given by posting the new rule or policy on the Company bulletin board.  Before posting of any rules changes or the changing of these Company’s policies, the Company will meet with the Union to explain the necessity and reasonableness of the revision or addition.

Section d)The waiver of any breach or condition of this Agreement by either party shall not constitute a precedent for any further waiver of any such breach or condition.

Section e)Heading to Articles, Sections, or Subsections of this Agreement have been supplied for convenience only and are not to be taken as limiting or extending the meaning of any of the provisions of the Agreement.

24

Section f)Words used in the singular form shall be deemed to include the plural, and vice versa, in all situations where they would apply.

Section g)It shall be the responsibility of employees to notify the Company Personnel Office in writing of their current address and telephone number and any change thereof.  The Company shall be considered as having complied with any notice requirements if such notice is sent to the employee’s last address on record.  The Company will supply change of address forms.

Section h)The Company may use temporary service bureau employees when there are no regular full time employees on layoff status or, if so, are not interested in working short–term assignments.  Additionally, under normal circumstances, no temporary service bureau employee shall remain a non-Company employee after a maximum of forty-five (45) days of employment without a joint agreement between the Company and the Union.

ARTICLE 33
SOLE AND ENTIRE AGREEMENT

This Agreement concludes all collective bargaining between the parties hereto during the term hereof and constitutes and supersedes all prior agreements and undertaking, oral or written, expressed or implied, or practices, between the Company and the Union or its employees, and expresses all obligations and restrictions imposed on each of the respective parties during its term.

25

ARTICLE 34
DURATION OF AGREEMENT

This AGREEMENT shall remain in full force and effect until October 31, 2008, and shall continue from year to year thereafter unless either party notifies the other of a desire to amend, modify, or terminate, in which event notice shall be given in writing at least sixty (60) days, but not more than seventy-five (75) days prior to the expiration date thereof. In the event of a notice of intention to terminate, modify or amend, negotiations shall begin within fifteen (15) days after the delivery of such notice.

FOR THE COMPANY:

INTERNATIONAL EXTRUSION CORPORATION
1000 Meridian Avenue
Alhambra, California

By	/s/ [ILLEGIBLE]
Date	11/12/05

FOR THE UNION:

CABINET MAKERS AND MILLMEN LOCAL 721

By	/s/ [ILLEGIBLE]
Date	11/18/05

26

EXHIBIT “A”

CLASSIFICATION & HOURLY WAGE SCHEDULE

Classification	11/05		11/06		11/07
GRADE #1	$	16.60	$	16.90	$	17.20
62 Die Repair A
90 Maintenance
97 Tool & Die Maker A
69 MPS Coordinator
GRADE #2	$	13.67	$	13.97	$	14.27
73 Maintenance B
85 Semi Truck Driver
86 Die Repair B
96 Tool & Die Maker B
GRADE #3	$	12.98	$	13.28	$	13.58
65 D.C. Operator
68 Press Operator
99 Quality Control
GRADE #4	$	12.23	$	12.53	$	12.83
12 Paint Equipt Operator
80 Truck Driver
93 Crane Operator
GRADE #5	$	11.39	$	11.69	$	11.99
32 Assistant D.C. Operator
40 Lift Truck Driver
50 Saw Operator
54 Furnace Operator
64 Fabricator
67 Assistant Press Operator
GRADE #6	$	10.87	$	11.17	$	11.47
10 Die Repair C
33 Head Stretcher
34 Data Entry
42 Maintenance C
51 Water Treatment Operator
GRADE #7	$	8.90	$	9.20	$	9.50
22 Material Handler
26 Janitor

27

EXHIBIT “A”

For the term of this Agreement Leadpersons and MPS Coordinators shall receive a rate of eighty-five cents (85¢) per hour over the rate of the highest classification supervised or eighty-five cents (85¢) per hour over Grade #3 level, whichever is the highest.

The employees who, as of the effective date of this Agreement, are receiving a rate of pay in excess of that provided for in Exhibit “A”, shall be classed as Red Circle rate employees and shall not have their Red Circle rate reduced during the life of this Agreement so long as they continue to work in the classification to which they are assigned as of the date of the signing of this Agreement.

New employees shall not be hired at less than the State minimum hourly wage.  Within thirty (30) days, they shall be classified and they will receive progressionary increases in an amount no less than twenty cents ($.20) per hour on the first Monday of the month until they reach the proper rate of pay for their classification.

Furnace Clean-up:  A premium of thirty-five cents ($.35) per hour to be paid during the time the inside of the furnace is being cleaned by the crew.

IMPLEMENTATION OF THE GENERAL WAGE INCREASE

FIRST YEAR (11/1/05 – 10/31/06)

Continue rates of pay for all employees.

SECOND YEAR (11/1/06 – 10/31/07)

Increase the rate of pay for all non-progressionary employees thirty cents ($.30) per hour.

THIRD YEAR (11/1/07 – 10/31/08)

Increase the rate of pay for all non-progressionary employees thirty cents ($.30) per hour.

All employees, including those employees who are receiving Red Circle rates, but excluding employees who are in progression, shall receive the cents per hour increase that the rate of their job increases.  Employees in progression will continue to move toward rate with normal progressionary increases.

28

EXHIBIT “B”

MAINTENANCE & DIE REPAIR PROGRESSION

It is agreed that the following progressions shall be effective in the Maintenance and Die Repair Departments:

Maintenance	Die Repair
Maintenance C	Die Repair C
Maintenance B	Die Repair B
Maintenance A	Die Repair A

Jobs above the starting level in these departments will be bid only if there is no one in the department qualified to advance at the time of the opening.

Employees at the C level will have their performance reviewed by the Company after one (1) year on the job and each six (6) months thereafter to determine if they are qualified to move to the next progression level.  Employees at the B level will have their performance reviewed at six (6) months intervals to determine if they are qualified to move to the next progression level.

The Company may at its discretion, accelerate the rate of progression for employees who demonstrate exceptional job performance.  Rates between the specified progression levels will be used only in unusual circumstances.

The Company will determine how many employees are needed at the C, B, or A level at any one time.

As part of this program maintenance jobs descriptions will be written with the goal of more specifically outlining qualification requirements at each level, including the starting jobs.

29

EXHIBIT “C”

ATTENDANCE POLICY

General

The purpose of this policy is to provide guidelines, so that employees will know the acceptable limits of absenteeism and tardiness, and to provide a framework for consistent disciplinary action when such limits are exceeded.

Each employee is expected to be on the job during all scheduled working hours, including properly scheduled overtime.  Each supervisor is responsible for the correct application of this policy.

The main telephone number at International Extrusion is (626) 576-2424 8:00 a.m. – 5:00 p.m.

Extrusion Dept	-	(626) 943-2326
Anodizing Dept	-	(626) 943-2346
Packing Dept	-	(626) 943-2351
Die Shop	-	(626) 943-2381
Paint Dept	-	(626) 943-2309
Maint Dept	-	(626) 943-2368
Foundry	-	(626) 943-2345
Shipping	-	(626) 943-2328

Notification

Employees are required to notify their supervisor prior to the start of their work shift in order for the call-in to be considered valid.  Whenever possible, the call should be placed directly by the employee.  If that is impossible, notification from someone in the employee’s household will be acceptable.  The supervisor should also be informed of the reason for the absence or tardiness and the expected date (or time) of return to work.

Excused Absence

The supervisor will excuse an employee’s absence for the reasons such as:

·Jury Duty

·Military Leave

·Funeral Leave

·Approved Vacation and Paid Sick days

·Family or Pregnancy Leave

·Reported on-the-job injuries while under the care of a doctor

·Holidays

·Temporary lack of work or lay-off

·Hospital stays not to count against attendance record provided the employee has a doctor’s excuse.

Excessive Absenteeism or Tardiness

We realize that a certain amount of absenteeism may occur.  Occasionally it may be necessary for employees to be absent from work for purely personal reasons.  The design of the following system allows for such occurrences and yet provides a means to take positive disciplinary action when employee’s records become excessive.

·Each time an employee fails to come to work as scheduled, it will be counted as an occurance of absence unless excused for one of the reasons listed above.

·Any time an employee leaves work early, which results in an employee working less than one half (1/2) the normal scheduled hours for that day will be treated as one (1) absence.

30

·Lateness or leaving early, but after the employee has worked more than one half (1/2) the normal scheduled hours for that day will be treated as a tardy.

The following guidelines are to be used in implementing this system:

Absences

a)	3 incidents =	Verbal Warning
b)	4 incidents =	Written Warning
c)	5 incidents =	One (1) Day Suspension
d)	6 incidents =	Possible Termination

Unreported, unexcused absences (No call-No Show) will result in a written warning for the first offense, suspension (3 days) for the second offense and termination for the third offense.  These absences will also count as incidents.

Tardies

a)	11 incidents =	Verbal Warning
b)	13 incidents =	Written Warning
c)	15 incidents =	One (1) Day Suspension
d)	17 incidents =	Possible Termination

A rolling year will be the time frame considered.  It is defined as a twelve (12) month period starting the month of the first incident occurred (absence or tardy).  After a one (1) year period from the first incident, as each new month finishes the incidents in the corresponding month of the prior year will be dropped.

No call No Shows

a)	1st offense =	Written Warning
b)	2nd offense =	three (3) Day Suspension
c)	3rd offense =	termination

After receiving three (3) suspensions in a rolling year, an employee may be terminated at the next incident of absence or tardiness even though the employee may have less than six (6) absentee incidents or 17 tardiness incidents.

31

EX-10.5

Exhibit 10.5

LABOR AGREEMENT

By and between

UNITED STATES ALUMINUM CORPORATION

and

INTERNATIONAL BROTHERHOOD OF TEAMSTERS
LOCAL UNION  #986

Effective: December 5, 2004 through December 8, 2007

i

TABLE OF CONTENTS

		Page
ARTICLE 1	UNION SECURITY	1
ARTICLE 2	MANAGEMENT RIGHTS	1
ARTICLE 3	PROBATIONARY PERIOD	1
ARTICLE 4	REGULAR WORK TIME	2
ARTICLE 5	SHIFT PREMIUM & ADDITIONAL SHIIFTS	2
ARTICLE 6	OVERTIME	3
ARTICLE 7	RIGHTS OF UNION REPRESENTATIVES	4
ARTICLE 8	PAY PERIODS	4
ARTICLE 9	SHOW-UP TIME	5
ARTICLE 10	SHOP STEWARDS	5
ARTICLE 11	CHECKOFF	6
ARTICLE 12	WAGES	6
ARTICLE 13	UNION LABEL	8
ARTICLE 14	WORK CLASSIFICATIONS	8
ARTICLE 15	GRIEVANCE AND ARBITRATION PROCEDURE	8
ARTICLE 16	NO STRIKE - NO LOCKOUT	10
ARTICLE 17	SENIORITY	11
ARTICLE 18	TERMINATION OF SENIORITY	12
ARTICLE 19	JOB BIDDING	12
ARTICLE 20	TEMPORARY TRANSFER	14
ARTICLE 21	GENERAL PROVISIONS	15
ARITCLE 22	WORK BY FOREMEN & SUPERVISORS	16
ARTICLE 23	NON-DISCRIMINATION	16
ARTICLE 24	HEALTH & SAFETY	16

ii

ARTICLE 25	LEAVE OF ABSENCE	17
ARTICLE 26	SUB-CONTRACTING	18
ARTICLE 27	VERBAL CONTRACTS	18
ARTICLE 28	HEALTH AND WELFARE PLAN	18
ARTICLE 29	PRESCRIPTION AND DENTAL PLAN	19
ARTICLE 30	DEATH BENEFIT PLAN	19
ARTICLE 31	PAID VACATION	19
ARTICLE 32	SICK PAY	21
ARTICLE 33	HOLIDAY PAY	22
ARTICLE 34	FUNERAL LEAVE	23
ARTICLE 35	HOURLY EMPLOYEE RETIREMENT SAVINGS PLAN	24
ARTICLE 36	RESPONSIBILITY FOR EMPLOYEE ADDRESS	24
ARTICLE 37	INVENTORY	25
ARTICLE 38	LABOR MANAGEMENT COMMITTEE	25
ARTICLE 39	WAIVER	25
ARTICLE 40	SOLE AND ENTIRE AGREEMENT	25
ARTICLE 41	DURATION OF AGREEMENT	25
APPENDIX “A” JOB CLASSIFICATIONS		27
APPENDIX “B” HEALTH AND WELFARE		30
APPENDIX “C” PRESCRIPTION AND DENTAL PLAN		31
APPENDIX “D” DEATH BENEFIT PLAN		32
APPENDIX “E” JOB DESCRIPTIONS		33

iii

THIS AGREEMENT is made and entered into this 9th day of December, 2004, between UNITED STATES ALUMINUM CORPORATION, hereinafter referred to as the Company and MISCELLANEOUS WAREHOUSEMEN, DRIVERS AND HELPERS UNION, LOCAL #986, an affiliate of the International Brotherhood of Teamsters, hereinafter referred to as the Union.

It is agreed between the parties signatory hereto, that the above mentioned Union is, and shall remain, as long as this Agreement is in force, the sole and exclusive bargaining representative of all persons working for the Company.  Employees working as guards, office workers, salesmen and supervisory personnel are accepted, as defined by the Labor-Management Relations Act of 1947, as amended.

ARTICLE 1
UNION SECURITY

Section 1

The Company agrees that all production and maintenance employees including working foremen and leadperson, shall be, or thirty-one (31) days after their employment, as a condition of employment, become and remain members in good standing of Teamsters Local 986.

Section 2

Any present employee covered by this Agreement is required to remain a member in good standing of this Union as a condition of continued employment.

ARTICLE 2
MANAGEMENT RIGHTS

Except as otherwise provided by this Agreement, the Company reserves and retains all of its rights to manage the business, as such rights existed prior to the execution of this or any other previous agreement with the Union.  Such rights shall include but not be limited to its rights to determine prices of products; volume of production and methods of financing; to drop a product line, to establish or continue policies, practices and procedures for the conduct of the business and to change or abolish such policies, practices and procedures; the right to determine the number and types of its operations, and the methods, process and materials to be employed; to discontinue processes or operations; to select and determine the number and types of employees required; to transfer, promote or demote employees, or to lay off, terminate for just cause, or otherwise relieve employees from duty for lack of work or other legitimate reasons; and to make and enforce reasonable rules for the maintenance of discipline; provided, however, before the Company changes plant rules, the Company and the Union will meet and discuss such changes.

ARTICLE 3
PROBATIONARY PERIOD

All new employees shall be on probation for the first sixty (60) calendar days of employment or reemployment.  During this probationary period an employee shall have no seniority rights. The Company shall have the absolute right, in its sole discretion, to discharge any probationary employee for any reason.  By mutual agreement between the Company and the Union, the probationary period may be extended for a period of up to an additional thirty (30) days.  Upon satisfactory completion of the probationary period, seniority will be computed from the employee’s original date of hire or most recent rehire date.

1

ARTICLE 4
REGULAR WORK TIME

Section 1

Eight (8) hours shall constitute a regular workday, except for the lunch and rest periods as provided for herein.  Five (5) regular workdays shall constitute a regular workweek from Monday to Friday inclusive.  The regular workday will start at 7:00 a.m.  The start time for the Paint Line and Shipping may begin from 5:00 a.m. to 7:00 a.m.  The regular workday shall continue uninterruptedly for eight (8) hours except for a meal period of at least one-half hour.  Also, a ten (10) minute rest period is to be provided midway in the morning and ten (10) minutes midway in the afternoon.  This shall be applicable to all shifts.

Section 2

This Article is intended to provide the definition of regular hours of work and shall not be construed as a guarantee of hours of work per day or per week, or days of work per week.

ARTICLE 5
SHIFT PREMIUM & ADDITONAL SHIFTS

Section 1

A modified workday shall continue in its practice, and shall consist of eight (8) hours per day, starting at any time between 8:00 a.m. and 10:00 a.m. for shipping and related activities.  All employees working this modified work schedule shall be compensated at ten (10) cents above their regular straight time hourly rate of pay, for all hours worked during the regular workday.

Section 2

For Grade 4 employees only who work other than the regular day shift may request assignment to the regular day shift and the Company will try and move such employees, in accordance with seniority, when in their opinion, appropriate openings and work circumstance allow for such movement.

Section 3

The Company shall notify the Union in writing of the elected starting time for the modified schedule employees.

Section 4

It shall be the practice of the Company to limit the number of employees assigned to the modified workday to a maximum of 25% of the total work force.

Section 5

Additional work shifts may start at the conclusion of the regular workday.  Employees working such shifts will be compensated at twenty-two cents ($.22) above their regular straight time hourly rate of pay.

Section 6

Shift premium will be paid for only hours worked on the modified shift or other work shift which starts after the conclusion of the regular work day.

2

ARTICLE 6
OVERTIME

The rate of wages for the overtime work shall be as follows:

a)All work done in excess of forty (40) hours in the regular work week or eight (8) hours in the workday shall be paid for at the regular rate of one and one-half (11¤2 ) times such employees’ current regular straight time hourly rate.

b)All hours paid for Vacation and Holiday shall be counted as hours worked toward the accumulation of forty (40) hours to determine overtime.

c)Work performed on Sundays, shall be paid for at the rate of double time.

d)Herein listed holidays when worked, shall be paid for at the rate of double time plus holiday pay.

e)Any shift started on the day before a holiday or on Saturday shall be permitted to complete the shift without overtime penalty.

f)Any employee working more than eight (8) hours in any one shift shall be entitled to a ten (10) minute rest period at the end of his regular eight (8) hour shift, providing he is scheduled to work at least one and one-half (11¤2 ) hours overtime.

g)Any employee, except the Shipping department and Maintenance department, when required to work beyond the normal quitting time, must be notified by noon of that day.  The G.E. Rule shall apply to the Shipping and Maintenance departments.  The G.E. Rule means that the employees with the most seniority can decline the extended day’s work, provided that employees with less seniority cannot refuse the work if they are qualified to perform the work.  If the employee with the most seniority is the only one qualified, he or she cannot refuse the work.  When an employee is required to work on Saturday, he must be notified no later than the end of his regular shift on Thursday.  The Company may, at any time, request that an employee work beyond the normal quitting time during the regular week or on Saturday, Sunday, or on a holiday.  When so requested the employee, at his option, may accept or decline the offered work. The Company shall not require any employee to work more than two (2) Saturday’s in any calendar month.

NOTE:  Employees will be excused from overtime work on a regular workday if they have a pre-scheduled doctor’s appointment verified in writing.  No points will be assessed per the attendance policy.

h)If there is a need for additional work within a classification and department, the Company may ask for volunteers from qualified employees outside of the department.  In most cases it will be assigned in accordance with plant-wide seniority and qualifications and the Company will try and rotate the opportunity for extra work to a variety of eligible employees desiring the work.

i)To the extent practicable, the Company will make every effort to achieve equalization of overtime within a classification and department in accordance with seniority on a rotating basis.

j)If at any time a federal or state law, applicable to the Company is passed and implemented prohibiting mandatory overtime, the Company will request only voluntary overtime.

3

k)A non-deliberate incorrect assignment of overtime will be resolved by the aggrieved party being afforded the next opportunity to work available overtime rather than direct payment of any type

ARTICLE 7
RIGHTS OF UNION REPRESENTATIVES

Section 1

An accredited representative of the Union, upon presentation of these credentials to the plant manager, showing that he is such accredited representative, shall have reasonable access to the Company’s place of business on official business during working hours.

Section 2

The Company will provide space on bulletin boards for posting notices of Union business.  Such notices must be submitted to the plant manager before posting.

ARTICLE 8
PAY PERIODS

Employees shall be paid at least four (4) times per month.  Employees shall be paid the full amount of wages due on each payday, except that in order to facilitate the handling of the payroll, the Company shall be permitted to hold back not more than five (5) days pay between such paydays.

4

ARTICLE 9
SHOW-UP TIME

Section 1

Providing they are available at the regular starting time, employees ordered to work for which no work is provided, shall receive a minimum of four (4) hours pay, and if worked five (5) hours or more, shall receive eight (8) hours pay.  If an employee elects to leave his employment before the end of the shift, he shall be paid only the actual time worked.  Employees shall be considered as having been ordered to work if the foremen or person in charge of operations, or his representative fails to notify him not to report at the end of his pervious workday or shift.

Section 2

There will be no obligation for the Company to pay the minimums referred to in this Article in the event the flood, fire, power failure or other occurrences beyond the Company’s control.

ARTICLE 10
SHOP STEWARDS

Section 1

The Company recognizes the right of the Union to designate shop stewards and alternates. Shop stewards shall have the right to investigate and present grievances in accordance with the provisions of this collective bargaining agreement.  Stewards shall be permitted reasonable time to investigate, present and process grievances on the Company property without loss of time or pay during their regular working hours.  Such time spent in handling grievances during a steward’s regular working hours shall be considered working hours in computing daily and/or weekly overtime if within the regular schedule of the steward.

Section 2

The Union shall notify the Company of the designation of the shop stewards and shall keep the Company notified as to any changes in writing.

Section 3

In the event that it becomes necessary for a shop steward to leave his place of work for the purpose of investigating or handling a grievance, or to attend to Union business, he shall notify his supervisor.  He shall advise his supervisor or leadperson immediately upon his return.

Section 4

The Company is under no obligation to pay shop stewards or employees for time spent in grievance meetings or Company/Union meetings when such shop stewards or employees are not scheduled to work.

Section 5

The Company agrees to notify the shop stewards before any general layoff.

5

Section 6

The presence of a shop steward may be requested by an employee who is called into the supervisor’s office to be reprimanded or disciplined.

Section 7

A steward shall be present when an employee is called into the supervisor’s office to receive a disciplinary layoff or be discharged.

Section 8

For the purpose of layoff only, the shop steward shall have super-seniority provided such steward has more than one (1) year of continuous service with the Company.

ARTICLE 11
CHECKOFF

The Company and the Union agree to voluntary check-off for monthly Union dues and initiation fees, with the following stipulations:

a)The Union agrees to furnish the Company with signed voluntary authorization cards.  The Union agrees to furnish the Company monthly, with a duplicate list of all employees who have signed said authorization cards.  The Company agrees to furnish the Union with a list of all new hires and re-hires once a month.

b)During the term of this Agreement and during any extension thereof, as provided in this Agreement, the Company deduct on the second pay period of each month, the Union dues and initiation fees as designated on the voluntary authorization cards signed by the individual employee.  The Company shall remit such deductions together with a duplicate copy of the check-off list to the Union no later than one week after such deductions are made.

ARTICLE 12
WAGES

Section 1

All employees working in classifications covered by this Agreement shall be paid no less than the classification wages set forth in Appendix “A”, attached hereto and made a part hereof except as stipulated below.

Section 2

It is understood that the classification rates listed in Appendix “A” are hourly rates for experienced employees (after normal progression) for each classification.  Any employee receiving more than these rates, while being classified as such, are not to be reduced during the life of this Agreement, unless specified elsewhere.

Section 3

Employees who are re-classified into a lower rated classification as a result of Article 17, Section 3 shall retain their current wage rate for a period of ten (10) working days.  After ten (10) days, the employee shall receive the rate for the classification to which they are reassigned, but in no event shall the reduction in pay rate be more than one grade.  An employee shall receive his prior rate, including red circle rate, if applicable, upon return to his prior classification/grade.

Section 4

Any employee who is at rate or above and bids to a higher classification will, at the end of progression, receive a rate at least twenty-five cents ($0.25) per hour over their then current rate of pay or the new classification rate, whichever is greater.

6

Section 5

Any employee in progression at the time of the annual general wage increase will be given an additional progressionary increase.  This increase will not take them over the rate of the job and will be in lieu of the general wage increase.

Section 6

Any employee who is laid off and whose current hourly rate was above the rate for the classification in Appendix “A” will be recalled at the classification rate and continue to have applicable thereafter the rates of pay specified in Appendix “A”.

Section 7

It is mutually understood that the rate specified in Appendix “A” for the lower classification level will be considered the minimum for the next higher classification level.

Section 8

By mutual agreement between the Company, the Union and the employee’s doctor, any employee who is unable to perform the duties of this job because of injury or physical handicap, may be placed in a different job classification at a reduced rate of pay if such position is available and the employee is physically able to perform the job.

Section 9

The Company may, in addition to the minimum wage rates set forth in this Agreement, award merit increases.  The granting or withdrawal of such increases shall not be subject to review under Article 15 of this Agreement.  The Company will take into consideration such areas as the employee’s work attitude and habits, abilities, potential, punctuality, attendance, workmanship and overall employment record.

Section 10

The Company may at its sole discretion establish a performance bonus pay program at any time during the term of this Agreement.  Such program payoffs would be I addition to the wages paid in accordance with the terms of this Agreement.  The establishment of the standards, amount of payoff, criteria and the total implementation, administration or discontinuance of such a pay program tests exclusively with the Company and would not be subject to the grievance and arbitration procedure.

7

ARTICLE 13
UNION LABEL

It is understood and agreed that in granting the use of the Label of the International Brotherhood of Teamsters under this Agreement, that the Label shall at all times remain the property of the International Brotherhood of Teamsters and may be recalled at any time it is being used to the disadvantage of the members of this organization.

ARTICLE 14
WORK CLASSIFICATIONS

Section 1

If the Company establishes a new job classification within the bargaining unit during the term of this Agreement, the Company will notify the Union of any new classification. And the Company and the Union will attempt to agree on the proper rate of pay.  If they cannot agree, the Company shall set the rate of pay for such new job classification.  If the Union is not satisfied with the rate of pay established by the Company, it shall have the right within ten (10) days to file a grievance pursuant to Article 15 of this Agreement.  If the grievance proceeds to arbitration, the arbitrator shall have jurisdiction to determine only whether or not the rate of pay established for such new job classification bears a fair relationship to the other rates of pay set forth in this Contract, and if not, what rate of pay would bear such relationship.

Section 2

The job descriptions in Appendix E are to be considered as general guidelines.  Both parties recognize that certain duties, tools or products as outlined within a particular Fabricator Grade may change or vary during the term of the contract.  It is the responsibility of the Company, after consultation with the Union for significant revisions, to determine and outline the level of experience and type of the work being performed while maintaining a degree of comparability within each grade.

ARTICLE 15
GRIEVANCE AND ARBITRATION PROCEDURE

Section 1

A grievance is hereby defined as a claim against or a dispute with, the Company by an employee, employees or between the Company and the Union involving an alleged violation by the Company of the terms of the Agreement.

Section 2

It is understood and agreed that the employee may take up his complaint first with his immediate supervisor or he may at his discretion bring in the appropriate shop steward, in which case the grievance will automatically be considered as being in the First Step.

8

STEP 1Between the employee, his shop steward and his supervisor.

A Step 1 grievance shall be reported to the employee’s supervisor within three (3) working days from the date of occurrence.  It shall be answered within twenty-four (24) hours (one (1) working day).  The grievance, if carried forward, must be presented in Step 2 within forty-eight (48) hours (two (2) working days) from the time the answer was given in Step 1.

STEP 2Between the employee, steward, supervisor and the plant manager’s designated representatives.

A Step 2 grievance shall be answered within seventy-two (72) hours (three (3) working days) and, if carried forward, must move to Step 3 within forty-eight (48) hours (two (2) working days) after the answer is given in Step 2.

STEP 3Between a business representative of the Union, a representative of the . . . . . .Company, the aggrieved employee and the appropriate departmental/Chief Union Steward.

A Step 3 grievance shall be answered within one hundred twenty (120) hours [five (5) working days] and, if carried forward, must be moved to Step 4 (arbitration) within two-hundred-forty (240) hours [ten (10) working days] after the answer is given in Step 3.

Section 3

In reducing a grievance to writing as herein before provided, the grievance should state the following information: The nature of the grievance, the act or acts complained of and when they occurred, the identity of the grievant, the Article or Section the grievant or grievants claim the Company has violated, and the remedy sought.  The grievance must be signed by the grievant and the shop steward.

Section 4

With respect to Section 2 of this Article, the following time limits are established: Any grievance not presented to the Company in writing as provided in Step Two of Section 2 above within three (3) work days after the occurrence, discovery or knowledge of the facts on which the grievance is based, shall be waived for all purposes.  In addition, if any other steps or actions provided for in Sections 2 and 5 of this Article are not taken or appeals therein specified, then the grievance shall be deemed finally closed and settled on the basis of the Company’s last decision.

Section 5

If no settlement is reached at Step 3, then the Union may, within ten (10) days after the date of the written answer in Step 3, request by written notice to the Company that the grievance be arbitrated as provided herein, provided that the grievance presents an arbitral matter as herein defined in the Agreement.

Section 6

If the parties are unable to agree upon the selection of an arbitrator within ten (10) days after such written notice requesting arbitration of grievance, the Company and the Union shall jointly in writing request the American Arbitration Association to submit a list containing the names of five (5) arbitrators from which an arbitrator shall be chosen as follows: If the parties are unable to agree upon one of the five (5) arbitrators, each party shall then alternately strike names from the list until there is one (1) name remaining and such remaining person shall be the arbitrator.

Section 7

Jurisdiction of the arbitrator is limited to:

9

a)Adjudication of the issues which under the express terms of this Agreement, and the Submission Agreement which shall be entered into between the parties hereto, are subject to submission to arbitration, and

b)The rendition of a decision or award which in no way modifies, adds to,  subtracts from, changes or amends any term or condition of this Agreement or which is in conflict with the provisions of this Agreement.

Section 8

The fees and expenses of the arbitrator shall be borne equally by the parties.

Section 9

The decision of the arbitrator within the limits herein prescribed shall be final and binding upon the Company, the Union and the employees affected subject to judicial review.

Section 10

It is agreed and understood that only one issue shall be submitted to one arbitrator unless the Union and the Company shall mutually agree to submit more than one grievance to the same arbitrator.

Section 11

All time limits specified above exclude Saturdays, Sundays and holidays.

Section 12

All of the time limits provided herein may be extended by mutual agreement.

Section 13

Any grievance resulting from the discharge of an employee shall be presented within three (3) working days, and will be presented in writing in the Step 3 level.

ARTICLE 16

NO STRIKE - NO LOCKOUT

During the term of this Agreement, all disputes, grievances, complaints and adjustments pursuant to this Agreement shall be settled in accordance with the Grievance and Arbitration Procedure outlined in Article 15, and the Union agrees for itself and its members that there shall be no strike of any kind, walkout, slowdown, picketing, stay-in, or work stoppage of any type, or interference with production, coercive or otherwise, or violation of this Agreement.  The Company agrees that there shall be no lockout or violation of this Agreement on its part.

10

ARTICLE 17

SENIORITY

Section 1

The purpose of this Article is to provide a declared policy of work security for qualified employees, measured by length of service with the Company.

Section 2

Seniority as used herein means length of service with the Company since the date of hire or rehire.

Seniority shall be considered to encompass the following:

1)Length of continuous service;

2)Qualifications and ability;

3)Physical fitness for the job in question.

When (2) and (3) are relatively equal, length of service shall govern.

Section 3

If a layoff of the working force is necessary, employees shall be laid off in accordance with their seniority and the employee with the least amount of seniority being laid off first, provided that the employee with the greatest amount of seniority is capable and able to perform the work.  No temporary employment agency employee shall be retained if there are qualified regular employees on lay off status and are willing to work.

Section 4

In increasing the working force after a layoff, the reverse of the above mentioned procedure shall be followed.

Section 5

In order to maintain maximum efficiency, if a reduction in the number of employees in a classification or department is necessary, employees may be moved from one department or classification to another department or classification without regard to seniority.  Any employee who is being moved to a new classification or department under this provision will retain their same rate of pay.  A standard of good business reasons will be used to make such moves and it can be subject to the review of the Labor Management Committee and/or a Federal or State Mediator.  If the matter remains unsettled, the case would be subject to the grievance and arbitration procedure.  No new positions may be bid by the Company before all employees within that classification have been given the option of returning to the job they previously held.  An employee who declines recall to his prior position will then be paid his current rate or a rate no more than the maximum rate for his current position, whichever is less.

Section 6

The Company will maintain an up-to-date seniority list and a copy furnished to the shop stewards upon request.

11

Section 7

Any employee laid off and re-employed within one (1) year shall not forfeit any seniority rights.

Section 8

When the Company reduces the work week for more than one (1) week’s duration, the Company shall be compelled to layoff those employees with the least seniority in order to insure a five day work week for the remaining employees.

Section 9

Any employee who has been or may be transferred to a position outside of the bargaining unit shall retain his seniority for the period of one (1) year as long as he took an honorable withdrawal card from the Union and remains in the employ of United States Aluminum Corporation.  In the event that he returns to the bargaining unit, he shall be placed in his former classification and shall receive the current rate of pay for that classification.

ARTICLE 18

TERMINATION OF SENIORITY

Included among the reasons that employee’s seniority shall be lost and employees terminated:

1)Upon discharged for just cause;

2)Upon voluntary termination of employment (quit):

3)Upon failure to return to work following layoff within five (5) working days after written notice of recall is sent via certified mail:

4)Upon an unreported absence from work for three (3) consecutive days (voluntary quit):

5)Upon failure to return to work after expiration of any leave of absence:

6)Upon layoff or any leave of absence in excess of one (1) year or a period, which . . .. . . exceeds the employee’s seniority, whichever is less:

7)Accepting other employment (performing services for which someone would normally be paid) while on any type of a leave of absence without prior written approval of the Plant Manager.

ARTICLE 19

JOB BIDDING

Section 1

Vacancies in all job classifications, except as provided below, shall be posted at least seventy- two (72) hours by the Company, on a bulletin board in the plant, prior to the filling of these jobs permanently.

Such posting shall include the classification of the job, the rate of pay, and the department (where applicable) level of experience and shift.  Employees who have completed their probationary period and who feel they possess the necessary qualification may make application for the job openings by signing the posted bid during the seventy-two (72) hours.

Section 2

Award of a job bid will be based on qualifications, ability and physical fitness.  If applicants are relatively equal in qualifications, ability and physical fitness, length of service shall be the determining factor.

Section 3

For the purposes of job bidding in job classifications #1 and #2, department seniority will be considered

12

prior to general plant seniority in awarding of the posted job.

Section 4

Employees promoted to fill a vacancy may be given a trial period of forty-five (45) days work or longer if an extension is mutually agreed to by the Company and the Union.  During the trial period, the Company shall assist and train the employee if production schedules allow and if no prior experience for the position is required.  If an employee proves incapable of satisfactorily performing the job, he shall be removed from such job and returned to his former classification and rate, but shall be prohibited from bidding for a three (3) month period on the same classification.

Section 5

The Company may select the next employee from the original bid list or they may re-post the opening if the first selected employee cannot qualify or elects to return to their old job.  If the Company elects to select the next qualified bidder, they shall follow this procedure until the list of bidders for such vacancy has been exhausted.  The Company may then select an employee to fill the position or hire a new employee for such vacancy.

Section 6

The successful bidder shall be allowed to voluntarily return to his old job if he so desires, within two (2) weeks of promotion.

Section 7

Employees who have so qualified after the training period specified above may not bid to any other job opening for a period of three (3) months from the date of qualification, except for a newly created job or a job at a higher rate of pay.

Section 8

Posting shall remain valid for thirty (30) days after such posting in case additional openings become necessary within a particular classification, department and shift and the Company elects to use the prior posting from which to select a qualified candidate.

Section 9

Any employee who is at rate and is awarded a new job, in any higher classifications covered by this Agreement, shall receive progressionary increases every thirty (30) days until he reaches the rate of the classification to which the employee bid starting from the date the employee is moved to the new classification.

Section 10

An employee who elects to bid down shall receive the rate for that classification as listed in Appendix A or a rate agreed to by the Company and the Union.

Section 11

Any employee whose rate is still in progression at the time of the bid shall be moved to the maximum of the classification rate immediately below the position bid when the employee moves to the new classification and will then continue with such regular progression increases until he reaches the top rate of the classification to which he bid.

Section 12

The promotion and demotion of the Leadperson, Maintenance Mechanic A and B and Quality Control Inspector positions shall be at the sole discretion of the Company, and not subject to the provisions of

13

Article 15 providing however, in the event of any demotion the Company will discuss the basis for it s decision with the Union before doing so.  The Company will post notice asking for names of employees who would want to be considered for QCI.

Section 13

The Company will post the name of the successful bidder on a job or a job bid cancellation notice, if the Company elected not to fill the opening and the bid was canceled.

ARTICLE 20

TEMPORARY TRANSFERS

Section 1

For a continuous period of up to thirty (30) days, the Company shall have the right to temporarily transfer employees without regard to seniority or classification.  After that period the Company shall post a bid notice as stated in Article 19, Section 1.  Those senior employees who wish to be temporarily transferred will make their interests known to their supervisor and such requests will try to be honored.  Those senior employees who wish not to be temporarily transferred will make their interests known to their supervisor and such requests will try to be honored.

Section 2

Employees temporarily transferred to a lower classification shall not have their wages reduces.  After attaining the classification rate, any employee, who is temporarily transferred to a classification, which requires a higher rate of pay, shall receive the higher rate of pay for the actual hours worked in that classification.

Section 3

It is understood that there will be times when the most senior person with department seniority will perform work of a higher classification for training purposes not to exceed thirty (30) days.

In such instances, the time spent getting this training and exposure will not qualify as a temporary transfer and therefore, the employee will be paid his current rate.  The Union agrees to this exception with the understanding that the Company will not abuse such privilege.

14

ARTICLE 21

GENERAL PROVISIONS

Section 1

If any provision of this Agreement is or shall be held invalid by reason of any federal, state, county, municipal or military law or regulation, it shall be superseded by such law or regulation only while such law or regulation is in force, and the remaining provisions of this Agreement shall not be affected thereby during the life of this Agreement.

Section 2

If any provision of this Agreement shall be held invalid as outlined in Section 1 above, the parties shall enter into negotiations to resolve that particular provision so that it conforms to the applicable law or regulation.

Section 3

No employee shall be discharged or otherwise disciplined without just cause.

Section 4

Headings to Articles, Sections or Subsections of the Agreement have been supplied for convenience only and are not to be taken as limiting or extending the meanings of any of the provisions of the Agreement.

Section 5

Words used in the singular form shall be deemed to include the plural, and vice versa, in all situations where they would apply.

Section 6

The Company may use temporary service bureau employees when there are no regular full time employees on layoff status who would elect to return to active status.  Additionally, under normal circumstances, no temporary service bureau employee shall remain a non-Company employee after a maximum of ninety (90) working days of employment nor be assigned to jobs other than Grade #4 without a joint agreement between the Company and the Union.  The temporary service bureau employee’s seniority date shall begin with the first day he is placed upon the Company’s records as a full time regular employee.  Once a temporary service bureau employee has worked 90 days at the Company, that temporary employee will be hired full time or released.  The Union and the Company agree that a temporary service bureau employee will not work again for the Company as a temporary service bureau employee.

The Chief Shop Steward will be provided a monthly report of the names and number of days worked by each temporary service bureau employee at the Company.

15

ARTICLE 22

WORK BY FOREMAN AND SUPERVISORS

Foremen and supervisors shall not perform work on a job customarily performed by an employee in the bargaining unit except that there shall be no restrictions upon the work performed by foremen or other managerial personnel in the instruction and/or training of employees; trouble-shooting; experimental work in connection with the development of new products: new or changed equipment or procedures; or on work performed in emergencies affecting or threatening to affect production, or affecting or threatening to affect the safety of persons, building or equipment; or on work which is negligible in amount and which also, under the circumstances then existing, it would be unreasonable to assign to a bargaining unit employee.

ARTICLE 23

NON-DISCRIMINATION

Section 1

Neither the Company nor the Union shall discriminate against any employee because of such employee’s race, color, religion, sex, national origin or age (to the extent prohibited by the age discrimination act only) or physical handicap (to the extent they are able to perform the duties assigned) or protected Union activity.

Section 2

All grievances alleging a violation of this section shall be furnished to the other party in writing.

Section 3

If no satisfactory settlement is reached by Step 3 of the grievance procedure, such grievance shall not be subject to Step 4 (arbitration) of the grievance procedure, but may be the basis of a complaint before the federal or state agency, which has jurisdiction over the matter.

Section 4

All reference to employees in this Agreement designates both sexes and whenever the male gender is used, it shall be construed to include both male and female employees, if applicable.

ARTICLE 24

HEALTH AND SAFETY

Section 1

The Company will continue to make every reasonable effort to provide safe and healthful conditions of work for all employees and will continue to provide them with necessary protective equipment in accordance with state and federal safety regulations.  Such equipment will include those special safety items of protective equipment and wearing apparel as specified by such regulations or required by the Company.  This equipment shall be provided without cost except that the Company may charge an employee for the loss or willful destruction of said equipment by such employee.

Section 2

Employees injured on the job will not suffer a loss of wages due to visits to the doctor or hospital for

16

examination or treatment on the day of injury.  Employees who are required to visit a doctor or hospital during working hours for examination or treatment of an on-the-job injury after the day of the injury will be allowed reasonable time to do so.  Such time will not be compensated beyond an aggregate of four (4) hours for additional visits after the date of injury.

Employees who cannot be scheduled by the Company’s clinic outside of working hours because of the limitations of the clinic, and employees, who are required to see specialists during working hours for such injuries, may qualify for an extension of the four (4) hour limitation.  To qualify for additional time, the Company must be notified by the clinic or specialist prior to the time of the examination or treatment to see if they can arrange an appointment on non-working hours and if not, the total aggregate time will be extended to a maximum of sixteen (16) hours.  Doctor or hospital visits for examination or treatment of an on-the-job injury after the date of the injury will normally be scheduled outside of working hours.

Section 3

The Company reserves the right to send, at any time and at the Company’s expense, an employee to a recognized doctor, hospital or medical clinic to have the employee examined or tested to insure that he is physically, mentally or emotionally capable performing his job.  All employees agree as a condition of continued employment to abide by this procedure and authorize any medical facility so used to release information obtained to the appropriate Company representative.

ARTICLE 25

LEAVE OF ABSENCE

Section 1

Personal Leave - At the discretion of the Company, leaves of absence may be granted for good personal reasons for a period not to exceed thirty (30) calendar days upon written application.  No employee shall receive more than thirty (30) calendar days total personal leave in any one (1) calendar year, except under special circumstances.

Section 2

Sick Leave (Industrial and/or Non-Industrial) - Upon written application to the Company, a sick leave of absence without pay may be granted to employees for a period of up to six (6) months provided such application is accompanied by a certificate from a qualified physician.  Such leave may be extended up to an additional six (6) months, at the option of the Company.

Section 3

When on leave of absence, an employee may maintain his existing health and welfare coverage at his own expense.

Section 4

All leaves of absence must be requested and approved on a form provided by the Company.

17

Section 5

When leaves of absence are granted, a definite date for returning to work shall be established.  Prior to returning to work from a leave longer than thirty (30) days on a special consideration, the employee shall confirm in writing his intentions to return and the date.  This confirmation shall be made at least two (2) weeks prior to the date of his return.

ARTICLE 26

SUB-CONTRACTING

When the Company reaches maximum capacity in equipment or manpower, the Company reserves the right to subcontract work, provided that no employee is placed on layoff as a result of such subcontracting.

ARTICLE 27

VERBAL CONTRACTS

It is agreed by the undersigned that no written or verbal contract will be made which will conflict with the terms of this Agreement.

ARTICLE 28

HEALTH AND WELFARE PLAN

Section 1

The Company shall provide for all eligible employees covered by this Agreement medical (Appendix B), prescription and dental (Appendix C), death benefits (Appendix D).

Section 2

Health and welfare benefits for all employees covered by this Agreement shall be as set forth in the Appendix B attached hereto and made a part of this Agreement.

Section 3

A regular employee of whom a monthly payment is made for coverage under any of the Teamsters Health and Welfare Programs (Medical, prescription, dental and death benefit) shall be:

The initial payment for each new employee shall be made on the first day of the month following the completion of thirty (30) days employment with the Employer.

Thereafter, and for all present employees, the payment shall be made for each employee on the first day of each month that he continues in the employ of the Employer.

18

Section 4

The eligible employee’s current cost for participation in the entire Plan will be $22.03 per week.  This amount will be paid by payroll deduction or direct payment.  Any future increases in Plan costs during the term of this Agreement will be shared seventy percent (70%) by the Company and thirty percent (30%) by the employee.  The additional employee contribution required will be added to the existing contribution.  The Union will give the Company thirty (30) days written notification of any cost changes in the Plan.

ARTICLE 29

PRESCRIPTION AND DENTAL PLAN

Prescription and Dental benefits for all employees covered by this Agreement shall be as set forth in Appendix “C” attached hereto and made a part of this Agreement.

ARTICLE 30

DEATH BENEFIT PLAN

Death benefits for all employees covered by this Agreement shall be as set forth in Appendix “D” attached hereto and made a part of this Agreement.

ARTICLE 31

PAID VACATION

Section 1

Each employee shall receive one (1) week’s vacation with pay after one (1) year of service with the Company and two (2) weeks vacation with pay after two (2) years of service with the Company, and thereafter paid vacations as follows:

After eight (8) years, three (3) weeks

After fifteen (15) years, four (4) weeks

Section 2

Vacation pay for each week of vacation shall be computed by multiplying the employee’s regular straight time hourly rate of pay by forty (40) hours for each week of vacation or eight (8) hours for each day of vacation.  Payment for accrued vacation will be made on the payroll period following the employee’s anniversary date.

Section 3

Each employee shall be considered as having a year’s continuous service and a year’s eligibility for vacation for each completed year, starting from the date of his employment, in which he has worked as least fourteen hundred (1400) hours for the Company.

19

Section 4

The Company will circulate a vacation schedule in the departments not later than February 1st of each year.  Effective February 1st, each employee named on each schedule will commence selecting his vacation periods by plant seniority order from the available dates.  As each employee makes his selection, the Company shall note such selection on the list prior to the next employee’s making his selection from the remaining available dates.  Any employee who does not make his immediate selection in his proper turn will be bypassed, thereafter making his selection from the vacation periods remaining at the time he informs his Supervisor he is prepared to make his selection.  A final list shall be posted no later than March 1st.

After the posting of the vacation schedules each year, employees who have been assigned a vacation and wish to change it may do so by making such request in writing at least thirty (30) calendar days prior to the first day of the desired vacation period.  Such requests for a change in vacation periods must be honored only if there is an open vacation slot during the time period as described above.

Employees may use individual vacation days for accomplishing necessary personal business in minimum increments of four (4) hours, provided Company approval is obtained prior to taking the time off.  Emergency situations, which arise for employees, will be handled separately if the need arises in accordance with Section 10 of this Article.

Section 5

If a recognized holiday occurs during the time an employee is absent on an earned vacation, he may absent himself for one more day and he shall become entitled to an additional eight (8) hours of pay at his straight time rate, providing he qualifies in all other respects for such holiday pay.

Section 6

Any employee who terminates or is terminated after he has completed twelve (12) months or more of continuous service with the Company since the date he was last employed, shall be granted one-twelfth (1/12) of one (1) week, two (2) weeks, etc. vacation pay, whichever applies, for each month of service since his last anniversary date in which month he has completed 120 straight time hours.

Section 7

Those employees who terminate or have been terminated and who have less than one (1) year’s service will not be eligible for any vacation payment.

Section 8

Any employee laid off through reduction of force, or any other reason beyond the employee’s control and re-employed within six (6) months, shall be considered as having been continuously employed for determining length of continuous service completed.

20

Section 9

The amount of taxes to be deducted from the employee’s vacation and sick leave will be approximately at the same tax rate that was taken from the regular pay check, had vacation and sick leave not been paid.

Section 10

Employees who have not received any disciplinary action for absenteeism in the prior twelve (12) months may be excused (twice in a calendar year) for a day of vacation if the reporting off has been done in a proper manner and is for an otherwise excusable reason as reasonably determined by the Company.

ARTICLE 32

SICK PAY

Section 1

All employees covered by this Agreement who have worked for the Company one (1) year shall commence to accumulate up to two (2) days sick leave pay at a rate of .0091 per hour worked or paid to a maximum of sixteen (16) hours.

Section 2

All employees covered by this Agreement who have worked for the Company three (3) consecutive years shall commence to accumulate up to three (3) days sick leave pay at a rate of .0137 per hour worked or paid to a maximum of forty (40) hours.

Section 3

All employees covered by this Agreement who have worked for the Company four (4) consecutive years shall commence to accumulate up to four (4) days sick leave pay at a rate of .0183 per hour worked or paid to a maximum of thirty-two (32) hours.

Section 4

All employees covered by this Agreement who have worked for the Company five (5) consecutive years shall commence to accumulate up to five (5) days sick leave pay at a rate of .0235 per hour worked or paid to a maximum of forty (40) hours.

Section 5

Sick leave pay will accrued in equal monthly increments throughout the year and may be taken faster than accumulated, not to exceed the maximum allowable per the above applicable.

Section 6

The unused portion of sick leave will be paid off at the employee’s anniversary date of employment.  Any amount paid during the year but not earned will be deducted from the employee’s anniversary payoff.

Section 7

The following will apply to the payment and use of sick leave at the time of an employee’s anniversary payoff:

21

All of the remaining work days of the particular week in which an employee’s anniversary date occurs will not qualify for sick pay treatment unless the employee notifies the Supervisor that the absence was to be a paid sick day.  The payment of sick pay and a deduction of an absence point will then be done the following week for any eligible employee.

Section 8

Any employee who terminates or is terminated who has taken more sick leaves than has been accrued at the time of termination, will have the difference deducted from his final check or any monies owed to the individual by the Company.

Section 9

Any employee laid off through reduction of force and re-employed within six (6) months shall be considered as having been continuously employed for purposes of determining consecutive years of service.

Section 10

If accrued, sick pay may be taken in less than eight (8) but not less than four (4) hour increments upon employee’s request for payment.

ARTICLE 33

HOLIDAY PAY

Section 1

The Company will recognize the holidays as follows:

Memorial Day

Fourth of July

Labor Day

Thanksgiving Day

Friday after Thanksgiving

Day before or day after Christmas Day

Christmas Day

Day before or day after New Year’s Day

New Year’s Day

Section 2

Any employee who has been on the payroll of the Company for a period of sixty (60) days or more prior to a recognized holiday or holidays and has worked their last scheduled working day prior to the holiday or holidays, and their next scheduled day of work after the holiday or holidays, shall receive eight (8) hours holiday pay for such holiday or each holiday based on their regular straight time hourly rate of pay.  An employee who is excused to be late (less than two-and-one-half (2 1¤2) hours in reporting to work on the last scheduled working day prior to the holiday or the next scheduled working day after the holiday will not be ineligible for the holiday pay because he was late.  Any employee excused writing by the Company, for exceeding the lateness limit specified above on the last scheduled work day prior to the holiday or the next scheduled work day after the holiday will not be ineligible for holiday pay because of his failure to work or be late on such days, as he was excused in writing.  Where a recognized holiday falls on Saturday or Sunday, it will be celebrated on Friday or Monday.

22

Section 3

An employee absent for a period not to exceed five (5) weeks for vacation, industrial accident, lay off or absence for illness (which is substantiated with doctor’s verification), shall qualify for holiday pay if the holiday falls within that period.

Section 4

The employee’s birthday and employee’s anniversary date are recognized holidays.

a)  An employee must have completed one (1) year of service with the Company to be eligible.

b)  The holiday may be observed on some other day within a following twelve (12) month period with joint agreement between the employee and his supervisor.  Request for a particular date should be made in writing at least one (1) week prior to the selected day.

c)  If the holiday may be observed and scheduling such would result in interference with efficient operations, recognition shall be given to time of request and seniority in scheduling off those employees requesting the day.

ARTICLE 34

FUNERAL LEAVE

Section 1

In the event of a death in the immediate family of an employee who has ninety (90) days of seniority, he shall, upon request, be granted three (3) consecutive regularly scheduled working days off with pay to attend the funeral.

Section 2

This provision does not apply if the death occurs during the employee’s paid vacation or while the employee is on leave of absence, layoff or on sick leave.

Section 3

For the purposes of this provision the immediate family shall be restricted to spouse, mother, father, sister, brother, children, grandparents, mother-in-law or father-in-law.

Section 4

An employee will be granted one (1) day off with pay to attend the funeral for the grandparents of their spouse.

Section 5

Proof of relationship to the deceased, death and attendance at the funeral will normally be required to qualify for funeral pay.

23

ARTICLE 35

HOURLY EMPLOYEE RETIREMENT SAVINGS PLAN

Section 1

Effective December 1, 1977, and under government regulations, a contributory retirement savings plan will be established.  Full time employees upon completion of one year of service with the Company will become eligible to join.  The Company and eligible participants will contribute a specified amount for each hour worked.  The funds will be placed into a Retirement Trust Account and be managed by an independent trustee.  Company contributions remain in the trust fund and cannot return to the Company under any circumstances.  Provisions are made for withdrawal of all or part of each participant’s contribution, temporary suspension of participation and sharing of Company contribution and fund earnings, all in accordance with government regulations.

Section 2

The amount of the Company contribution for the 1st year of this Contract will be $0.47 cents per hour worked.  This amount will increase to $.48 cents per hour worked in the second year and $.50 cents per hour worked in the third year.

Section 3

The amount of the minimum participant’s contribution for the term of the Contract will be fifteen cents ($.15) per hour for each hour worked.

Section 4

Each participant will have the option to contribute the minimum participant’s contribution as specified above or an amount equal to four times the Company contribution though not to exceed 10% of the participant’s hourly rate in five cents ($.05) per hour increments.

A participant may elect to have his contribution raised from the minimum yearly rate to the maximum rate at any time during the year.  A participant contributing the maximum may reduce his contribution back to the minimum at any time.

Regardless of which option the participant selects, the Company’s contribution will only be the amount specified above.

ARTICLE 36

RESPONSIBILITY FOR EMPLOYEE ADDRESS

It shall be the responsibility of employees to notify the Company personnel office in writing of their current address and telephone number and any change thereof.  The Company shall be considered as having complied with any notice requirement if such notice is sent to the employee’s last address on record.

24

ARTICLE 37

INVENTORY

The Company reserves the right to schedule inventories at anytime and select those bargaining and non-bargaining unit employees the Company feels best qualified to perform the duties involved.  The rate of pay for taking physical inventories will be the regular rate of the employee.

ARTICLE 38

LABOR MANAGEMENT COMMITTEE

There shall be in the plant a Labor Management Committee consisting of not more than four (4) members representing the Company and not more than four (4) members representing the Union.  The Committee shall endeavor to maintain harmonious relations, efficient shop discipline, safety and maximum production.

a)  The Company and the Labor Committee will meet monthly when necessary to discuss conditions or problems relating to this Agreement.

b)  The four employees representing the Union shall not be all from any one department.

c)  The Labor Committee members attending the above meeting shall attend the meeting without loss of wages not to exceed two (2) hours per month.

ARTICLE 39

WAIVER

The waiver of any breach of condition of this Agreement by either party shall not constitute a precedent for any further waiver of any such breach or condition.

ARTICLE 40

SOLE AND ENTIRE AGREEMENT

This Agreement concludes all collective bargaining between the parties hereto and supersedes all prior agreements and undertakings, oral or written, express or implied, or practices, between the Company and the Union or its employees, and expresses all obligations and restrictions imposed on each of the respective parties during its term.

ARTICLE 41

DURATION OF AGREEMENT

THIS AGREEMENT shall remain in full force and effect until December 8, 2007, and shall continue from year to year thereafter unless either party notifies the other of a desire to amend, modify or terminate, in which event notice shall be given in writing at least sixty (60) days, but not more than seventy-five (75) days prior to the expiration date thereof.  In the event of a notice of intention to terminate, modify or amend, negotiations shall begin within fifteen (15) days after the delivery of such notice.

25

IN WITNESS THEREOF, the parties hereto have executed this Agreement the day and year first above written.

UNION:		EMPLOYER:
Miscellaneous Warehousemen,		United States Aluminum Corporation
Drivers and Helpers Union,
Local 986, an affiliate of
the International Brotherhood
of Teamsters
BY	/s/ [ILLEGIBLE]	BY	/s/ [ILLEGIBLE]
BY	/s/ [ILLEGIBLE]	BY	/s/ [ILLEGIBLE]
BY	/s/ [ILLEGIBLE]	BY	/s/ [ILLEGIBLE]
BY	/s/ [ILLEGIBLE]
BY	/s/ [ILLEGIBLE]
BY	/s/ [ILLEGIBLE]
BY	/s/ [ILLEGIBLE]

26

APPENDIX “A”

JOB CLASSIFICATIONS

Effective:	12/05/04		12/04/05		12/03/06
GRADE XX	$	14.29	$	14.69	$	15.09
90-Maintenance Mechanic ‘A’
98-Journeyman Layout Fabricator ‘A’ (after 2 yrs. as Layout Fabricator)
GRADE #1	$	13.50	$	13.90	$	14.30
91-Journeyman Layout Fabricator ‘B’
88-Fabricator #1
78-Stock Room Clerk
74-Sidewinder Operator (after 3 years Sidewinder ‘B’)
76-Warehouseman ‘A’ (3 years as Warehouseman ‘B’)
53-Fill and Debridge Machine Operator
N1-Pre-Test Tank Operator
N2-Paint Mixer
N3-Painter
GRADE #2	$	11.74	$	12.14	$	12.54
99-Quality Control Inspector
75-Warehouseman ‘B’/Sidewinder Operator
73-Maintenance Mechanic ‘B’
69-Stock Room Assistant
67-Fabricator #2
66-Welder
N4-Bell Operator
GRADE #3	$	10.39	$	10.79	$	11.19
56-Fabricator #3
38-Shipper
22-Material Handler
17-Small Parts/Custom Hardware/Saw Operator
51-Door Stop Saw Operator
N5-Loader
GRADE #4	$	9.34	$	9.74	$	10.14
11-Sub-Assembler
11-Standard NS Door Assembler
11-Small Parts/Stock Hardware
11-General Helper
11-Packer
11-Custodial and Clean-up
11-Pick-up Truck Driver

27

#9-XX Leadperson: To receive a rate of sixty-five cents ($.65) per hour over the rate of the highest classification supervised or the Grade #1 level, whichever is highest.

Individuals may be hired at a minimum hiring rate of six dollars and seventy-five cents ($6.75) per hour.

On the first Monday in each month, following the completion of their first thirty (30) days of employment, they shall receive a minimum of fifteen cents ($.15) per hour increase and thereafter every first Monday of the following month shall be raised a minimum fifteen cents ($.15) per hour until they reach the rate of pay for their position as listed in Appendix A.  The cents per hour stated herein are to be considered the minimum payable in the prescribed time frames.

Progressionary movement in classification grades shall be at the rate of fifteen cents ($.15) per hour and paid in the same manner as above.

28

General wage increase:

The increases for the term of the contract will be granted in accordance with the following schedule and rules in each of the three (3) years.

First Year Effective December 5, 2004 all active employees will receive $0.45 cents per hour increase to their regular, straight time hourly rate and contract job classification rates increase $0.45

Second Year Effective December 4, 2005 the contract rates for job classifications will Increase $0.40/hour.

Increases will be granted to employee based upon the amount the employee is red circled and over their job grade as follows:

Amount the employee’s straight time hourly rate of pay is over their job grade	Amount of increase to be added to the employee’s straight time hourly rate
$0.00 to $0.50	$	0.39 cents
$0.51 to $1.00	$	0.38 cents
$1.01 to $1.50	$	0.37 cents
$1.51 to $2.00	$	0.36 cents
$2.01 and above	$	0.35 cents

Third YearEffective December 3, 2006 contract rates for job classifications will increase $0.40/hour.

Increases will be granted based upon the amount the employee is red circled and over their job grade as follows:

Amount the employee’s straight time hourly rate of pay is over their job grade	Amount of increase to be added to the employee’s straight time hourly rate
$0.00 to $0.50	$	0.39 cents
$0.51 to $1.00	$	0.38 cents
$1.01 to $1.50	$	0.37 cents
$1.51 to $2.00	$	0.36 cents
$2.01 and above	$	0.35 cents

29

APPENDIX “B”

HEALTH AND WELFARE PLAN

The parties hereto agree that the Company shall, for the term of this Agreement, become a participant in a Trust Fund designated as the TEAMSTERS MISCELLANEOUS SECURITY FUND for the purpose of providing for the benefit of employees and their dependents, payments for any or all of the following:  Accident and certain Medical and Hospital Expenses.  Said Trust Fund is administered by a Board of Trustees on which employees and employers are equally represented.   The parties further agree to be bound by all of the terms and provisions of the “Agreement and Declaration of Trust Providing for Teamsters Miscellaneous Security Fund” originally established October 8, 1959.

Subject to change in the amount of payment as hereinafter provided, effective with the month of  October 1, 2004 the Employer shall pay into such trust fund the sum of $513.00 for each regular employee covered by this Agreement.  Such payments shall be used for the purpose of providing a multiple choice hospital and medical plan for employees and their dependents and specifically designated as TEAMSTERS MISCELLANEOUS PLAN “D”.  Such payments shall be due on the first day of the calendar month and shall be paid not later than the tenth (10TH) day of same month.

The parties hereto recognize that because of circumstances beyond their control, premiums for such plans as are provided herein may change from time to time; and inasmuch as it is the intention of the parties that the benefits provided the employees and their dependents shall be maintained throughout the term of this Agreement, it is agreed that the amount of the monthly payment shall for the term of this Agreement be an amount determined by the Board of Trustees to be necessary to maintain the TEAMSTERS MISCELLANEOUS PLAN ‘D”.

A regular employee with respect to whom such monthly payments are required to be made shall mean:

a.  Any employee who is hired as a regular, full-time employee and who is on the payroll on the first (1st) day of the month and who has completed at least thirty (30) calendar days of continuous employment.

b.  Any employee on the payroll who had been employed and covered by this welfare plan by any employer within thirty (30) days of his date of employment.

For all purposes of this section of the Agreement, employees on temporary layoff of less than a calendar month shall be deemed to be “on the payroll” during such period of layoff.

DAMAGES FOR DELINQUENCIES

All contributions shall be due on the first day of the calendar month following the payroll month in which the employee worked.  Any contributions which are received by the Trust later than the twentieth day of the calendar month following the payroll month, in which the employee worked, shall be considered delinquent.  The parties recognize and acknowledge that the regular and prompt payment of Employer contributions to the Fund is essential to the maintenance of the Fund, and that it would be extremely difficult, if not impracticable, to fix the actual expense and damage to the Fund which would result from the failure of the Employer to pay his contributions in full within the time period provided.  Therefore, the amount of the damage to the Fund resulting from any such failure shall be presumed to be the sum of twenty-five dollars ($25.00) or twenty percent (20%) of the indebtedness, whichever is greater, which is an approximation of the cost of processing a delinquency.  This amount shall become due and payable to the Fund by the Employer as liquidated damages and not as a penalty immediately following the date the contributions became delinquent and shall be in addition to the required contribution, and any other

30

charges and interest provided for in any Contribution Agreement.

APPENDIX “C”

PRESCRIPTION and DENTAL

The parties hereto agree, for the term of this Collective Bargaining Agreement, to be bound by the terms and conditions of the Joint Council of Teamsters No. 42 Welfare Trust Fund for the purpose of providing the benefits hereinafter specified to regular full time employees and their eligible dependents.

For the purpose of this Article, a regular full time employee is defined as an employee who is hired as a regular, full time employee and who is on the payroll on the first (1st) day of the month and who has completed at least ninety (90) calendar days of continuous employment.  Continuity of service shall not be interrupted by an absence of less than one full calendar month.

The Employer shall make contributions to the Trust Fund in the following amounts monthly for the following benefits:

EFFECTIVE DATE	AMOUNT
Dental and Prescription Plan 12-1-04	$	110.25

The Trustees are authorized and directed to establish reserves under this program based on long term actuarial determinations and are further authorized and directed to invest such reserve funds with necessary professional advice.

After such reserves are established should Employer contributions and excess reserves be insufficient to maintain the levels of benefits described in Paragraph 3 above, as such benefits exist at the time of execution of the Agreement, Employer contributions shall be increased in an amount as the Trustees may decide reasonable and necessary to maintain the level of each such benefit;

The parties agree to be bound by all of the terms and provisions of the agreements and declarations of trust establishing the foregoing Trust Funds, as amended, or as may be amended, and any rules and regulations adopted by the Trustee hereunder.

31

DAMAGE FOR DELINQUENCIES

All contributions shall be due on the first day of the calendar month following the payroll moth in which the employee worked.  Any contributions which are received by the Trust later than the twentieth day of the calendar month following the payroll month, in which the employee worked, shall be considered delinquent.  The parties recognize and acknowledge that the regular and prompt payment of Employer contributions to the Fund is essential to the maintenance of the Fund, and that it would be extremely difficult, if not impracticable, to fix the actual expense and damage to the Fund which would result from the failure of the Employer to pay his contributions in full within the time period provided.  Therefore, the amount of the damage to the Fund resulting from any such failure shall be presumed to be the sum of twenty-five dollars ($25.00) or twenty percent (20%) of the indebtedness, whichever is greater, which is an approximation of the cost of processing a delinquency.  This amount shall become due and payable to the Fund by the Employer as liquidated damages and not as a penalty immediately following the date the contributions became delinquent and shall be in addition to the required contribution, and any other charges and interest provided for in any contribution agreement.

APENDIX “D”

DEATH BENEFIT PLAN

Effective with the month December, 2004, the Company agrees to contribute $5.70 per month to the Teamster Death Benefit Trust Fund on behalf of each employee covered by this Agreement in accordance with the following:

The initial payment for each new employee shall be made on the first day of the month following the completion of thirty (30) day’s employment, with the Company.

Thereafter, and for all present employees, the payment shall be made for each employee on the first day of each month that he continues in the employ of the Company.  For the purpose of this Plan, continuity of service shall not be interrupted by absence of less than one (1) full calendar month.

The parties hereto agree to accept and execute such “Acceptance of Trust Documents” as may be required for participation in the Trust and such payments shall be made in accordance with the provisions established by the Joint Board of Trustees.

The parties hereto recognize that because of circumstances beyond their control, premium for such plans as are provided herein may change from time to time’ and inasmuch as it is the intention of the parties that the benefits provided for employees and their dependents shall be Trustees to be necessary to maintain the Plan.

32

APENDIX “E”

JOB DESCRIPTIONS

FABRICATOR #1

Fabricates and assembles metal articles.  Must be able to layout the job from shop drawings, specifications, hardware templates, and/or patterns.  Operates router, saws, fabrication machines, and other tools as required.  Must be able to make own set-ups, perform all fabrication and assemble parts.  Must have a complete understanding of the functional operation of items to determine the workability of the assembled parts and the final installation.  Duties relate mainly to the layout and installation of custom hardware.  Examples of this work are; Von Duprin concealed panic devices, multi-muntin doors; and fabrication of all complex framing systems for special jobs.  Aids other employees of a lower classification in the performance of their duties.  May perform other duties of a comparable skill level.

FABRICATOR #2

Fabricates and assembles metal articles.  Must be able to work from shop drawings, sales orders and written instructions.  Uses had tools, power operated tools, routers, fabrication equipment, jigs, templates, and fixtures as required.  Must be able to make basic set-ups.  Examples of this work include special height and/or width doors (NS, MS and WS), doors flush panels with cut-outs or custom hardware; frames with electric strikes, sidelites and offset headers.  Aids other employees of a lower classification in the performance of their duties.  May perform other work of a comparable skill level.

FABRICATOR #3

Fabricates and assembles metal articles.  Fabricates standard MS and WS doors, special width and butt hung frames and non-complex special size frames of all types.  Operates all tools as required for these units.  Aids other employees of a lower classification in the performance of their duties.  May perform other duties of a comparable skill level.

CLASSIFICATION #4

Assembles standard NS doors (singles and pairs).  Performs all sub-assembly operations (for example installing locks, 3-point locks, exit indicators, cylinder guards and corner blocks for all door types).  Fabricates standard (center hung) frames using punch or hydraulic tooling and fabrication machines.  Operates all tools as required for these units.  May perform other duties of a comparable skill level.

SHIPPER/SIDEWINDER OPERATOR #2

Must have knowledge of all sock length material, be able to work from written orders, operation of tow motor, sidewinder, pallet jacks and crane, pulling of material.  Loading in the shipping department must be able to work with bill of lading.  Some standard knowledge of doors frames and hardware for purposes of assisting customers with will call duties.  General knowledge of shipping paperwork.  Aids other employees of a lower classification in the performance of their duties.  May perform other duties of a comparable skill level.

MATERIAL HANDLER #3

Must have knowledge of all stock length material, be able to work from written orders, operation of tow motor, pallet jacks and crane, pulling of material and loading of trucks, must be able to work with bill of

33

lading, and a general knowledge of shipping and/or receiving paper work.  Aids other employees of a lower classification in the performance of their duties.  May perform other duties of a comparable skill level.

LEADMAN

The duties of a Leadperson will encompass, though not be limited to, the scheduling and assignment of work, training and help employees in the performance of their work, assuring proper application of methods and equipment, quality and quantity of work performed.  As required, performs work, which is deemed necessary to assure the smooth flow of goods through his department.  The Leadperson is not to issue any reprimands to his fellow employees in accordance with the Rules and Regulations.  However, he should work with his supervisor and employees in the initial stages of discipline by informally advising employees of rule violations.

34

EX-10.6

Exhibit 10.6

COLLECTIVE BARGAINING

AGREEMENT

BETWEEN

GLAZIERS ARCHITECTURAL METAL

&

GLASS WORKERS LOCAL 1621

AND

INTERNATIONAL WINDOW

NORTHERN CALIFORNIA

Effective

March 1, 2005 – February 28, 2008

TABLE OF CONTENTS

		Pg. #
ADDITIONAL SHIFTS	ARTICLE 11	9
DISCIPLINE AND DISCHARGE	ARTICLE 20	16
EMPLOYEE RETIREMENT SAVINGS PROGRAM	ARTICLE 27	22
EQUAL EMPLOYMENT OPPORTUNITY	ARTICLE   4	4
GENERAL PROVISIONS	ARTICLE 31	24
HEALTH, DENTAL, LIFE AND VISION INSURANCE	ARTICLE 26	21
HOLIDAY PAY	ARTICLE 24	19
INDUSTRIAL INJURIES	ARTICLE 21	17
JOB BIDDING PROCEDURE	ARTICLE 16	13
JOB CLASSIFICATIONS	ARTICLE 29	24
JOINT COMMITTEE ON INDUSTRIAL RELATIONS	ARTICLE 30	24
LEAVES OF ABSENCE	ARTICLE 28	23
MANAGEMENT RIGHTS	ARTICLE   2	2
NO STRIKE NO LOCKOUT	ARTICLE   3	3
OVERTIME	ARTICLE 13	10
PAID VACATIONS	ARTICLE 23	18
PAY CONDITIONS	ARTICLE   9	7
PAYROLL CHECK-OFF OF UNION DUES	ARTICLE   6	5
PROBATIONARY PERIOD	ARTICLE   7	6
RECOGNITION	ARTICLE   1	2
REGULAR WORK TIME	ARTICLE   8	6
REPRESENTATION	ARTICLE 17	14
SENIORITY AND CONTINUOUS SERVICE	ARTICLE 15	12
SETTLEMENT OF DISPUTE/GRIEVANCE PROCEDURE	ARTICLE 19	15
SHOP STEWARDS	ARTICLE 18	14
SHOW UP TIME	ARTICLE 12	9
SICK PAY	ARTICLE 25	20
SOLE AND ENTIRE AGREEMENT	ARTICLE 32	25
TERM OF AGREEMENT	ARTICLE 33	26
TOOLS	ARTICLE 22	18
TRUCK BREAKDOWNS OR IMPASSABLE HIGHWAYS	ARTICLE 14	11
UNION SECURITY	ARTICLE   5	4
WAGES	ARTICLE 10	7
WAGES SHEDULE	EXHIBIT A	27

1

This Agreement is made and entered into this 1st day of March 2005 by and between International Window - - Northern California (hereinafter referred to as the “Company”) and Glaziers Architectural Metal And Glass Workers Union, Local 1621 (hereinafter referred to as the “Union”).

Whereas, the Company’s obligation to operate its business profitably and to fulfill its obligation to its employees to pay a fair day’s pay for a fair day’s work should not be obstructed by disputes between it and its employees; and

Whereas, it is the intent of the parties to set forth herein their agreement with respect to rates of pay, hours of work, and conditions of employment to be observed by the Company, the Union, and employees covered by this Agreement; to promote harmonious relations between the Company, its employees, and the Union; and

Whereas, it is the desire of all parties hereto to further all of the aforementioned ends in entering into this Agreement:

Now, therefore, it is mutually understood and agreed by and between the parties hereto as follows:

ARTICLE 1

RECOGNITION

The Company recognizes the right of employees covered by this Agreement to self-organization and to bargain collectively with representatives of their own choosing and, accordingly, hereby recognize the Union as the exclusive representative for the purposes of collective bargaining with respect to rates of pay, hours of employment and other terms and conditions of employment for its unit employees in a unit consisting of all production and maintenance employees employed by the Company at its Hayward, California facility, including warehousemen, truck drivers, insulated workers, window makers, door and window assemblers and maintenance workers, excluding all other employees, material counter employees, office clerical employees, guards and supervisors as defined in the National Labor Relations Act.

ARTICLE 2

MANAGEMENT RIGHTS

Section 1.

The Company expressly retains the complete and exclusive rights, powers and authority to manage its operation and direct its employees except as the terms of this Agreement expressly and/or specifically limit said rights, powers and authority.  These retained rights, powers and authority include, but are not limited to, the right to determine the methods of producing, selling, marketing, financing and advertising products and services; to determine the prices of products and services; to determine methods, processes, standards, means, schedules and volume of production, manufacture, re-manufacture, operation, fabrication, repair, distribution, licensing, administration and sales; to determine product lines and types of service; to establish, revise or continue policies, practices or procedures for the conduct of the business; to determine or redetermine the number, location, relocation and types of its operations, tile types and distributions of work within the locations, and the methods, processes, services, equipment and materials to be utilized; to establish, continue or discontinue processes, functions, operations and services and/or their performance by employees of the Company; to determine employees’ starting and quitting times and the number of hours per day and per week operations shall be carried on and any employee shall work; to select, assign and reassign work to employees or others in accordance with requirements determined by management; to determine the existence, amount or lack of work; to make and enforce reasonable rules for the maintenance of discipline, efficiency, security or safety; to hire, promote, demote, transfer, layoff, recall and terminate employees; to assign and reassign employees to duties, shifts and hours of work; to maintain order, efficiency and security in its operation; to discharge, suspend or otherwise discipline employees; to determine the size, composition and distribution of the

2

working force; to supervise and direct employees in the performance of their duties; to set, enforce and change production standards to ensure quality control and the proper and efficient use of the working force and equipment.

Section 2.

It is specifically understood that the enumeration of certain management prerogatives listed above shall not be deemed to exclude other management prerogatives not specifically enumerated above.  It is further specifically agreed that all the rights, powers or authority vested in the Employer, except those specifically abridged, delegated, deleted and/or modified by the express terms of this Agreement, are retained by the Employer.

Section 3.

The above statement of management rights are subject to the provisions of this Agreement and any complaint or dispute concerning exercise of any such management prerogative shall constitute a grievance within the meaning of this Agreement.

ARTICLE 3

NO STRIKE NO LOCKOUT

Section 1.

The Union and the company have provided in this Agreement an orderly and rational way of resolving disputes covering the terms of this Contract and involving employees in this bargaining unit.  Both the Company and the Union pledge to utilize the grievance procedure wherever applicable and declare their opposition to lockouts and strikes in attempting to resolve such disputes.

Section 2.  No Lockout

The Company agrees that during the term of this Agreement, it will not engage in any lockout of its employees covered by this Agreement.

Section 3.  No Strike

During the term of this Agreement there shall be no strike (sympathy or otherwise), slowdown, sick-in, work stoppages, picketing, hand-billing, boycotting, or other restriction of or interference with the operations of the Company or directed against the Company at its Hayward location or at any location or work site.  Any employee covered by this Agreement engaging in any such activity will neither earn, accrue, nor receive any benefits that may otherwise have occurred or accrued during the time the employee is engaged in any such activity.  The Company may also discharge or otherwise discipline any such employee and said discharge or other discipline will not be subject to the grievance provisions of this Agreement.  The only matter under this Section (No Strike No Lockout) which may be subject to arbitration is whether or not the conduct which is alleged to have occurred, did in fact occur.

Section 4.

The Union and the Company agree that neither it nor its officers or agents will engage in, cause, encourage, permit, condone or sanction any conduct specifically precluded by this Article and will make every reasonable effort to discourage and terminate such activity.

Section 5.

No employee shall be required to cross a lawful, primary picket line sanctioned by Glaziers, Architectural Metal and Glass Workers, Local No. 1621 established at locations other than the Company plant (as defined in this Agreement).

3

ARTICLE 4

EQUAL EMPLOYMENT OPPORTUNITY

Neither the Company nor the Union shall discriminate against any employee or job applicant because of such person’s race, color, creed, sex, national origin, age (in conformity with the Age Discrimination in Employment Act) or physical handicap (to the extent they are able to perform the essential functions of their job).  Whenever the masculine pronoun is used in the Agreement it shall refer to both genders.  The masculine, feminine and neuter genders shall be deemed to include the others, unless a different meaning is plainly required by the contract.

ARTICLE 5

UNION SECURITY

Section 1.

Each employee whose employment commenced before July 13, 1987, shall waive the right to join or refuse to join the Union at any time.  Such employees who join the Union shall maintain their membership in good standing, and as a condition of continued employment with the Company, remain a member in good standing of the Union.

Each employee who commences his/her employment after July 13, 1987, shall on the thirty-first (31st) day following the beginning of his/her employment become and thereafter remain a Union member in good standing as a condition of continued employment.

Section 2.

The Union agrees that neither it nor any of its officers or members will coerce employees into membership or dues or other Union activity during working time unless specifically authorized by the Company in writing.

The Company agrees that it will not interfere with, restrain, or coerce employees because of membership or any lawful activity in the Union.

Section 3.

A member in good standing is defined to mean:  An employee who tenders directly to the Union or authorizes payroll check-off to the Union of the Union’s uniform initiation fees and the current month’s regular Union dues.  Any employee failing to maintain “good standing” shall, upon written notice from the Union to the Company, be removed from work within five (5) days.

Section 4.

The Union hereby indemnifies the Company and promises to save harmless from any and all claims which may be made against it by any employee who is discharged pursuant to this Article.

4

ARTICLE 6

PAYROLL CHECK-OFF OF UNION DUES

The Company and the Union agree to a voluntary payroll check-off system for employees who elect to authorize the Company to deduct from their pay the monthly Union dues and initiation fees required as a condition of employment for those employees as per Article 5, with the following stipulations:

Section 1.

The Company will notify the Union of all new hires.  The Union agrees to furnish the Company with signed voluntary authorization cards.  The Union also agrees to furnish the Company monthly with a duplicate list of all employees who have signed said authorization cards.

Section 2.

During the term of this agreement and during any extension thereof, as provided in this agreement, the Company shall deduct on the second pay period of the month the Union dues and initiation fees as designated on the voluntary authorization cards signed by the individual employees.  The Company shall remit such deductions together with a duplicate copy of the check-off list to the Union.

Section 3.

Upon notification from the Union that any employee is in arrears in Union dues or initiation fees or any part thereof, the Company will deduct the amount of arrearage or unpaid initiation fee at the same time that deductions are made for Union dues to the extent that such deduction is authorized by said voluntary authorization card.

Section 4.

The Union hereby indemnifies the Company and promises to save it harmless from any and all claims which may be made against it by an employee for amounts deducted from wages as herein provided.

5

ARTICLE 7

PROBATIONARY PERIOD

Section 1.

All new employees hired on or after the signing of this Agreement, shall be on probation for the first ninety (90) calendar days of employment.  During the probationary period, the Company shall have the absolute right, in its sole discretion, to discharge or lay off any probationary employee for any reason.  Such probationary employees shall have no recourse to the grievance procedure in this Agreement in connection with such Company actions.

Section 2.

Upon completion of the probationary period, seniority will be computed from the employee’s original date of hire.  During this period of time new employees may not be entitled to any of the benefits specified for non-probationary employees.

Section 3.

Prior to the completion of the first ninety (90) calendar days, the employee shall have no seniority rights.

ARTICLE 8

REGULAR WORK TIME

Section 1.

This Article is intended to provide a definition of regular hours or days of work and shall not be construed as a guarantee of hours of work per day or per week, or days of work per week.

Section 2.

Eight (8) hours shall constitute a regular work day.  Five (5) days shall constitute a regular work week, from Monday through Friday, inclusive.  The regular day shift may start at any time between six (6:00) a.m. and eight (8:00) a.m.  The regular swing shift may start at any time between two-thirty (2:30) p.m. and four-thirty (4:30) p.m. The Company shall notify the Union, in writing, of the time elected as the normal shift starting time.

Section 3.

In unusual or emergency circumstances the Company reserves the right to select individuals or department shifts to start at times other than the usual starting time.  Employees with different starting times will be personally notified as such.

Section 4.

The regular work day shall continue uninterrupted for eight (8) hours, except for a meal period of at least one-half (1/2) hour, at approximately mid-shift.  Also, a ten (10) minute rest period, to be provided midway in the morning, and ten (10) minutes midway in the afternoon.  This shall be applicable to all Shifts.

6

ARTICLE 9

PAY CONDITIONS

Section 1.

All employees shall be employed and paid on an hourly basis.  They shall be paid at least once a week in accordance with the terms of this Agreement.

Section 2.

No more than one (1) week’s pay will be held back from an employee.

Section 3.

An employee, when discharged, shall at the time be paid in full for his services.  In case of failure to comply with this Section, the employee shall be paid for normal additional working hours while waiting, until he is paid in full.  Employees working the second and third shifts shall be paid in full by 10:00 a.m. the following work day.

Section 4.

No piece work, unless agreed upon between the parties, shall be permitted on any type of work covered by this Agreement, however, this shall not in any way restrict the Company’s right to set production standards as they relate to the performance of work.  Neither the Company, nor the agent of the Union, or an employee covered by this Agreement, shall give or accept, directly or indirectly any rebate of wages.

Section 5.

Records, verified by each employee, shall be kept by the Company for a period of ninety days, showing the individual straight and overtime hours worked under this Agreement.  Said record shall be subject to examination by an authorized representative by the Union at any reasonable time or times during regular working hours by the Union.

ARTICLE 10

WAGES

Section 1.

All employees working in classifications covered by this agreement, unless otherwise specified shall be paid no less than the classification rate set forth in the attached Exhibit “A”.

Section 2. General Wage Increase

The general wage increase for the term of the contract will be granted in accordance with the classification rates set forth in the attached Exhibit “A” and the following schedule and rules:

Effective February 27, 2005

Amount the employee’s current straight time hourly rate of pay is over their job grade	Amount of increase to be added to the employee’s straight time hourly rate of pay
$0.05 to $0.50 over	90% of appendix A increase
$0.51 to $1.00 over	85% of appendix A increase
$1.01 or more over	75% of appendix A increase

7

Effective February 26, 2006

Amount the employee’s current straight time hourly rate of pay is over their job grade	Amount of increase to be added to the employee’s straight time hourly rate of pay
$0.04 to $0.50 over	90% of appendix A increase
$0.51 to $1.00 over	85% of appendix A increase
$1.01 to $1.50 over	75% of appendix A increase

Effective February 25, 2007

Amount the employee’s current straight time hourly rate of pay is over their job grade	Amount of increase to be added to the employee’s straight time hourly rate of pay
$0.04 to $0.50 over	90% of appendix A increase
$0.51 to $1.00 over	85% of appendix A increase
$1.01 to $1.50 over	75% of appendix A increase

Leadperson:   The Leadperson will receive $.60 per hour over the highest grade supervised except the department specialist.

Section 3

It is understood that the classification rates listed in Exhibit “A” are hourly rates for experienced employees (after normal progression) for each classification.  Any employee, at the signing of this Agreement, receiving more than these rates while remaining continuously employed shall not suffer a reduction of wages during the life of this Agreement, unless specified elsewhere.

Section 4 Progression

People may be hired at the State of California or Federal minimum hourly wage, whichever is higher.  Effective the first Monday of each month they shall receive a minimum fifteen cents ($ 0.15) per hour increase and thereafter every first Monday of the following month shall be raised a minimum fifteen cents ($0.15) per hour until they reach the proper rate of pay for their classification.  Progressionary movement in classification grades shall be at the rate of fifteen cents ($0.15) per hour and paid in the same manner as above.

Those employees classified as Truck drivers or Maintenance Technicians who are in progression shall be paid forty cents ($ 0.40) per hour progression until they reach the proper rate of pay for their classification.  Those employees classified as Maintenance Helpers who are in progression shall be paid twenty-five cents ($ 0.25) per hour progression until they reach the proper rate of pay for their classification.

All employees who are in progression towards scale and have not yet achieved scale prior to the general wage increase dates in Exhibit A shall continue in progression until reaching the new scale.

Section 5.

Employees who are reclassified into a lower paying classification on a permanent basis for whatever reason shall receive a rate as agreed to by the Company and the Union or the rate for that classification as listed in Exhibit “A”.

Section 6.

The Company may, in addition to the minimum wage rates set forth in this Agreement, award merit increases.  The granting or withdrawal of such amounts shall be the exclusive right of the Company.

8

Section 7.

The Company may, after discussion of all aspects of said program with the Union, establish a performance bonus pay program at any time during the term of this Agreement.  Such program payoffs would be in addition to the wages paid in accordance with the terms of this Agreement.  The establishment of the standards, amount of payoff, criteria and the total implementation, administration or discontinuance of such a pay program rests exclusively with the Company and would not be subject to the grievance and arbitration procedure.

ARTICLE 11

ADDITIONAL SHIFTS

All employees assigned to the swing shift shall receive twenty-five cents (.25¢) per hour above their regular straight time hourly rate of pay.  All employees assigned to the graveyard shift shall receive thirty cents (.30¢) per hour above the regular time hourly rate of pay.  Shift differential shall be paid for only those hours actually worked during swing shift or graveyard shift.

ARTICLE 12

SHOW-UP TIME

Section 1.

Provided they are available at the regular starting time, employees ordered to work for whom no work is provided, shall receive a minimum of four (4) hours pay, and if said employees work five (5) or more hours, they shall receive eight (8) hours pay.  However, if an employee elects to leave his employment before the end of the shift, he shall only be paid for the actual time worked.

In carrying out the above, employees shall be considered as having been scheduled to work if the foreman or plant manager, or person in charge of the operation, or his representative, fails to notify such employees not to report by the end of the shift on the previous work day.

Section 2.

There will be no obligation for the Company to pay the minimum referred to in this article in the event of floods, fires, power failure or other occurrences beyond the Company’s control.

9

ARTICLE 13

OVERTIME

The rate of wages for overtime worked shall be as follows:

Section 1.

For the first four (4) hours after the first eight (8) hours worked in any one day, and work on Saturdays for the first eight (8) hours beyond forty (40) straight-time hours in a workweek, time and one-half (1 1/2) the regular straight time hourly rate shall be paid.

Section 2.

All overtime worked thereafter, and work Performed on Sundays, shall be paid for at the rate of double (2) time.

Section 3.

Herein listed holidays when worked shall be paid for at the rate of double (2) time plus the holiday pay.

Section 4.

If a regularly assigned swing or graveyard shift which begins on a Friday or the day before a holiday continues into holiday or Saturday hours, or if a regularly scheduled graveyard shift starts prior to 12:01 a.m. Monday, those shift hours which fall on a Saturday, Sunday or holiday shall be worked at the applicable regular straight time hourly rate of pay plus shift differential and not at an overtime rate.

Section 5.

Any employee working more than eight (8) hours in any one shift shall be entitled to a ten (10) minute rest period at the end of his regular shift, provided he has been scheduled to work at least two (2) hours overtime.

Section 6.

The Company will make a reasonable effort to fulfill overtime requirements on a voluntary basis, however, if a sufficient number of qualified employees have not volunteered, the Company reserves the right to schedule qualified employees to perform the overtime work.

The Company will make a reasonable effort to assign mandatory overtime to the less senior qualified employees unless special skills are required or other unusual circumstances arise.  The Company will make every effort to insure that overtime is distributed in a fair fashion.

If any employee has previously notified the Company of a prior appointment with a doctor, hospital or clinic, that employee will be exempt from the mandatory overtime provisions in Section 7.  Personal commitments will be taken into consideration as the manpower requirements allow.

Section 7.

Any employee, when required to work overtime during the regular week, must be notified by lunch of that day.  When an employee is required to work on Saturday he must be notified no later than lunch on Thursday.  The Company may, after the above stated times, request that an employee work overtime during the regular week or on Saturday, Sunday, or on a holiday.  When so requested the employee, at his option, may accept or decline the offered work.

Section 8.

In that overtime is an integral part of the positions in the maintenance and shipping departments, they will be excluded from the overtime notification requirements.

Section 9.

In no event shall overtime be pyramided or duplicated.

10

Section 10.

Any incorrect assignments of overtime or violations of the provisions of this Article will be resolved by the aggrieved party being offered the next opportunity to work available overtime rather than direct payment of any type.

ARTICLE 14

TRUCK BREAKDOWNS OR IMPASSABLE HIGHWAYS

On truck breakdowns or impassable highways, drivers on all runs shall be paid normal straight time hourly rates for all time spent on such delays, commencing with the first (1st) hour or fraction thereof, but not to exceed eight (8) hours, out of each twenty-four hour period, except that when an employee is required to remain with the equipment during such breakdown or impassable highway, the driver shall be paid for all such time at the driver’s normal straight time rate or overtime rate whichever is applicable.

All time lost due to delays as a result of overloads or certificate violations involving federal, state or city regulations, which occur through no fault of the driver, shall be paid for at the regular applicable hourly rate.

When a driver is held overnight away from home because of a truck breakdown, impassable highway, or a regularly scheduled overnight run, the driver shall be allowed a total of eighty five dollars ($85.00) per night for expenses covering both meals and lodging.  All other business related expenses will be paid by the Company upon presentation of cost receipts.

11

ARTICLE 15

SENIORITY AND CONTINUOUS SERVICE

Section 1.

Seniority encompasses the following:

a)Length of continuous service

b)Knowledge, skill and efficiency

c)Physical fitness to do the job

When items (b) and (c) are equal, length of continuous service shall govern.

When a reduction of the working force occurs, employees shall be laid off in accordance with their seniority, and the employee with the least amount of seniority will be laid off first.  When the work force is increased after a layoff, the last qualified employee laid off will be the first to be recalled.

Section 2.

When employees have completed the probationary period, they shall have a plant-wide seniority status beginning with the date of employment within the bargaining unit and their continuous service shall commence as of such date.  Unless specified to the contrary elsewhere in this Agreement, the continuous service of an employee shall not be affected or interrupted as a result of layoffs, injury, illness, leaves of absence, or other cause not due to the voluntary act or fault of the employee.

Section 3.

Seniority as defined above would be used only in the case of a reduction or recall of the workforce.  Length of continuous service however would be used as is referenced in all other instances, i.e.transfer, promotion, benefits accrual, vacation selection, etc.

Section 4.  Loss of Seniority and Continuous Service

Continuous service and seniority for all purposes shall be broken, recall and seniority rights forfeited by, and employment and seniority shall cease for any of the following reasons:

(a)  Failure to notify the Company and the Union of intent to return to work within Seventy two (72) hours after the date of recall notice is sent by telegram or other verifiable methods and/or failure to report punctually for work within five (5) days after the date a recall notice is sent to the employee’s last address on record with the Company;

(b)Absence from work for any reason for three or more days, without notice;

(c)Voluntary quit;

(d)Discharge;

(e)Retirement;

(f)  Failure to return to work promptly at the expiration of any leave of absence granted in writing by the Employer or working while on such leave of absence;

(g)Layoff for a period of six (6) months.

12

ARTICLE 16

JOB BIDDING PROCEDURE

Section 1.

When permanent full time vacancies or permanent new positions occur in other than entry level positions (Grade IV and Grade V), the Company shall post a notice on the bulletin board prior to filling the positions permanently.  The notice shall be posted for at least forty-eight (48) hours.  Such posting shall include the classification of the job, the rate of pay, the department (where applicable) and the shift.

Section 2.

Any employee who wishes to be considered for the opening may make application by signing the notice during the forty-eight (48) hours.

Section 3.

The Company will review the list of all employees making application.  In determining the selection of a successful candidate, the Company will take into consideration the employees’ knowledge, skill, experience, efficiency, work record, attitude and habits, attendance, physical fitness, and ability to perform the duties of the position.  When, in the sole determination of the Company, the above mentioned are equal, length of continuous service shall be considered.  The Company will post a notice announcing the successful candidate, if one is selected.

Section 4.

The company may fill vacancies or new positions from outside the bargaining unit if in its judgment there is no one qualified.

Section 5.

Employees promoted to fill a vacancy shall be given a trial period.   This period  or time of evaluation by the Company may be up to ninety (90) days, unless an extension is mutually agreed to by the Company and the Union.  If an employee in the sole determination of the Company proves incapable of satisfactorily performing the job, the employee shall be removed from such job and returned to his former classification and rate.

Section 6.

Postings may remain valid for thirty (30) calendar days after such posting in case additional openings become necessary within a particular classification, department and shift.

Section 7.

Any employee awarded a new job, in a higher classification shall progress to the rate of the job as the Company determines his ability to perform the duties of the job.

Section 8.

The promotion and/or demotion to the Leadperson, Truck Driver, Serviceperson, Quality Control Technician and Maintenance Helper and Maintenance Technician positions shall be at the sole discretion of the Company.

Section 9.

There will be no obligation on the part of the Company to consider more than one (1) request from an employee in a six (6) month period or consider requests from probationary employees.

Section 10.

An employee who is at or above the rate of the job they have successfully bid, will receive a job bid increase of fifteen cents (15¢) per hour at the completion of the trial period.  Bids must be of a promotional nature (higher job grade 3, 3A, 2, 2A, 1,) to qualify for job bid increase.

13

ARTICLE 17

REPRESENTATION

Section 1.

Any Union official who wishes to enter the Company property for any reason shall telephone the division manager or designee in advance.  A duly authorized representative of the Union who complies to the above shall be permitted to enter the Company buildings and grounds.  This is for the purpose of observing whether this Agreement is being observed or to investigate complaints from employees under this Contract, provided that the Union representative advised the Company’s division manager or designee immediately upon entering the building or grounds.

Section 2.

The employer will provide space on bulletin boards in the plant for posting notices of Union business.  Such notices must be shown to the plant manager before posting.

ARTICLE 18

SHOP STEWARDS

Section 1.

Immediately, upon selection of the steward, the Union shall notify the Company in writing as to his or her identity.  The steward shall be an employee of this Company currently on the payroll and currently employed and working in a job clearly covered by this Agreement at the time of performance of any steward function.  Nothing herein shall preclude participation in grievances by the steward.  The steward shall not advise or recommend noncompliance with the order of any supervisor but shall, instead, advise the employee of his/her rights under the grievance procedure.

Section 2.

The steward shall be required to investigate and adjust grievances on his or her non-working time and the non-working time of the employees whenever possible.  However, in the event that it becomes necessary for a shop steward to leave his place of work, for the purpose of investigating or handling a grievance, he will report to his supervisor and advise him of his destination.  In the event that the shop steward is on a job that affects the production of an employee or group of employees, the supervisor shall make the necessary arrangements to relieve the shop steward as soon as possible.  The shop steward will remain on the job until such arrangements can be made.  He shall report to his supervisor immediately upon his return.  The steward shall take only that amount of time that is necessary for the adjustment or investigation of a particular bona fide grievance.

Section 3.

No shop steward shall be laid off for the reason that he is or has participated as a shop steward and there shall be no discrimination against the shop stewards for engaging in protected Union activities.

Section 4.

The shop stewards and employees will not suffer any loss in pay for regularly scheduled hours of work while attending grievance meetings scheduled by the Company.  Any time spent outside of the regularly scheduled hours will not be paid for by the Company.

14

ARTICLE 19

SETTLEMENT OF DISPUTE/GRIEVANCE PROCEDURE

Section 1.  Definition and Procedure

For all purposes of this Agreement, a grievance is any dispute or controversy between the Company and any of the employees covered by this Agreement, involving the meaning, interpretation or application of the provisions of this Agreement.

Section 2.

Such grievances shall be handled in the following manner:

STEP 1  The aggrieved employees or a Union steward shall present and discuss the grievance with the employee’s immediate supervisor.

STEP 2  If no satisfactory settlement is made within three (3) working days after consultation with the immediate supervisor, the Union Representative or Union Steward shall within three (3) working days reduce the grievance to writing and present the grievance to the plant manager.

STEP 3  If no settlement is made within three (3) working days after consultation with the plant manager, the Union Representative will request a meeting with the general manager.

STEP 4  If no settlement is reached within ten (10) working days after the meeting with the general manager, it may be submitted at the request of either party to arbitration by written notice within five (5) working days to the other party.

Section 3.

If the parties cannot reach agreement on an impartial arbitrator, either the Union or the Employer may request the California State Conciliation Service to submit a list of five (5) arbitrators to the parties.

The list shall contain only established arbitrators in the State of California.  Each party shall alternately scratch two (2) names from the list, the first scratch being selected by lot, and the person remaining shall be the arbitrator.

Section 4.

The impartial arbitrator shall hold a hearing as soon as practicable, and following the conclusion of the hearing, shall issue an award which shall be final and binding upon the Union, the Company and any employee involved in the grievance or dispute.  The arbitrator shall render his award within thirty (30) days after the conclusion of the hearing.

Section 5.

All expenses of the arbitration, including the fees of the arbitrator and the cost of any transcript, shall be paid by the loosing party to the arbitration.  In the event of any disagreement as to the prevailing party, the arbitrator shall have the authority to determine which party shall pay any or what portion of the expenses of the arbitration.

Section 6.

The arbitrator shall have no authority to modify, amend, revise, add to, or subtract from any of the terms or conditions of this Agreement.

Section 7.

A grievance involving a discharge must be presented in writing within five (5) working days after the employee receives notice of the discharge.  All other grievances must be presented in writing within ten (10) working days after the Union or the employee knew or should have known of the action, inaction, occurrence or condition constituting the alleged grievance.  All grievances presented in writing must state the specific nature of the grievance, including the particular provisions of the Agreement involved and signed by the employee and/or Union steward.

15

Section 8.

If there is some question as to the interpretation of the award, the Company and the Union shall jointly query the arbitrator for a further clarification.

Section 9.

The time limit set forth herein may be extended by written agreement only.

ARTICLE 20

DISCIPLINE AND DISCHARGE

Section 1.

Probationary employees may be discharged or otherwise disciplined by the Company and said discharge or discipline will not be subject to the grievance procedure.

Section 2.

Discharge or other discipline of non-probationary employees will be for just cause and is subject to the grievance procedure set forth in this Agreement.  The Company will notify the Union or its Shop Steward of any disciplinary discharges involving non-probationary employees.

Section 3.

Notice of discharge, suspension or demotion of non-probationary employees shall be provided in person, by telephone, or mail, addressed to the employee’s last address on file with the Company as soon as possible.

Section 4.

If so requested, an employee may be represented by a Union Representative or Shop Steward during a meeting with the Company where discharge or other discipline is being administered.

16

ARTICLE 21

INDUSTRIAL INJURIES

Section 1.

The Company shall make reasonable provisions for the safety and health of its employees in the plant during their hours of employment.  The Company agrees that it will furnish and maintain essential medical aid and first aid equipment.  The Union and its members will cooperate in maintaining sanitary conditions and in the use of safety devices, making suggestions so as to improve the safety and health of the employees, and taking reasonable care of any safety materials provided.

Section 2.

The Company agrees to pay a maximum of eight (8) hours at his regular rate of pay to any employee who sustains an injury and is unable, by direction of the attending physician, to continue work that day because of such injury.

The Company agrees to pay his regular rate of pay to an employee who is actually at work for time spent during normally scheduled working hours by the employee in obtaining medical examinations or treatment arising out of an industrial injury if the employee cannot see the doctor outside of normal working hours.

Section 3.

By mutual agreement between the Company, the Union and the attending physician,  the employee who is unable to perform the duties of his job because of injury or physical handicap, may be placed in a different job classification at a reduced rate of pay if such a position is available and he can perform the duties of the job.

17

ARTICLE 22

TOOLS

Section 1.

Any and all tools required for the job will be furnished by the Company.  The cost of replacement of safety equipment or tools, because of repeated damage through negligence or loss, shall be borne by the employee.

Section 2.

The Company shall, at all times, provide safe tools, materials and equipment and safe working conditions.  No employee shall be dismissed or otherwise disciplined for refusal to work with unsafe tools, materials or equipment or under unsafe working conditions.

ARTICLE 23

PAID VACATIONS

Section 1.

Each employee shall receive one (1) week’s vacation with pay after one (1) year of service with the Employer and two (2) weeks vacation with pay after two (2) years of service with the Employer, and thereafter as follows:

After eight (8) years, three weeks;

After fifteen (15) years, four weeks.

Section 2.

Vacation pay for each week of vacation shall be computed by multiplying the number of hours in the average of the regularly scheduled work weeks during the qualifying year by the straight time hourly rate of pay, but shall in no event be less than forty (40) hours pay for each week of vacation.

Section 3.

Each employee shall be considered as having a year’s continuous service and a year’s eligibility for vacation for each completed year, starting from the date of his employment, in which he has worked at least fourteen hundred (1400) straight time hours for the Employer.

Section 4.

The employee shall take at least one week of his vacation within the twenty-four (24) weeks after he has become eligible for a vacation and he shall be eligible to receive the remaining vacation pay in lieu of time off.  Any eligible employee who is permanently laid off or discharged shall be paid for his accrued vacation at the time of such layoff or discharge.

Section 5.

If a recognized holiday occurs during the time an employee is absent on an earned vacation, he may absent himself for one more day and he shall become entitled to an additional eight (8) hours of pay at his straight time rate, providing he qualifies in all other respects for such holiday pay.

Section 6.

Any employee who terminates, or is terminated after he has completed twelve (12) months or more of continuous service with the Employer since the date he was last employed, shall be granted one-twelfth (1/12) of one, two or three weeks, etc., vacation pay, whichever applies, for each month of service since his last anniversary date in which month he has completed 120 straight time hours.

18

Section 7.

Those employees who terminate or have been terminated and who have had less than one (1) year’s service, will not be eligible for any vacation payment.  Those employees who are laid off for lack of work and who have had less than one (1) year’s service will be eligible for accumulated vacation payment at the rate of one-twelfth (1/12) of one week for each month of service since their hire date in which they have completed 120 straight time hours.

Section 8.

Any employee laid off through reduction in force, or any other reason beyond the employee’s control, and re-employed within six (6) months shall be considered as having been continuously employed for determining length of continuous service completed.

Section 9.

The amount of taxes to be deducted from the employee’s vacation and sick leave check, at the time of the anniversary payoff, will be paid at approximately the same tax rate that was taken from the regular pay check for that week, had the vacation and sick leave not been paid.

ARTICLE 24

HOLIDAY PAY

The Company will recognize holidays as follows:

Memorial Day

Fourth of July

Labor Day

Thanksgiving Day

Friday after Thanksgiving Day

Full day before Christmas Day

Christmas Day

Full day before New Year’s Day

New Year’s Day

Employee’s Birthday (following employee’s anniversary date)

Employee’s Anniversary

Section 1.

An employee who has completed his probationary period prior to a recognized paid holiday, has worked his last scheduled working day prior to the holiday and his next scheduled working day after the holiday, and meets the other requirements, shall receive eight (8) hours times his straight time hourly rate.  Where a recognized holiday falls on Saturday, it will usually be observed on Friday.  Where a recognized holiday falls on Sunday, it will usually be observed on Monday.  The above may be modified to conform with National practice.

Section 2.

An employee absent for a period not to exceed three (3) weeks for vacation, industrial accident, layoff or absence for illness (which is substantiated with doctor’s verification), shall qualify for holiday pay upon their return to active employment if the holiday falls within that period.

Section 3.

The employee’s birthday and employee’s anniversary date are recognized holidays.

(a)  An employee must have completed one (1) year of service with the Company to be eligible.

(b)  The holiday may be observed on some other day within a following thirty (30) day period with joint agreement between the employee and his supervisor.  Request for a particular date should be made in writing at least one (1) week prior to the elected day.

(c)  If the holiday is to be observed and scheduling such would result in interference with efficient operations, recognition shall be given to time off request and seniority in scheduling off those employees requesting the day.

19

Section 4.

The anniversary date holiday pay will be included in the anniversary pay off check.

ARTICLE 25

SICK PAY

Section 1.

All employees covered by this Agreement who have worked for the Company one (1) year shall commence to accumulate up to two (2) days sick leave pay at a rate of .0087 per straight time hours worked or paid to a maximum of sixteen (16) hours.

Section 2.

All employees covered by this Agreement who have worked for the Company three (3) consecutive years shall commence to accumulate up to three (3) days sick leave pay at a rate of .0129 per straight time hour worked or paid to a maximum of twenty-four (24) hours.

Section 3.

All employees covered by this Agreement who have worked for the Company four (4) consecutive years shall commence to accumulate up to four (4) days sick leave pay at a rate of .0173 per straight time hour worked or paid to a maximum of thirty-two (32) hours.

Section 4.

All employees covered by this Agreement who have worked for the Company five (5) consecutive years shall commence to accumulate up to five (5) days sick leave pay at a rate of .0216 per straight time hour worked or paid to a maximum of forty (40) hours.

Section 5.

Sick leave pay will be accrued in equal monthly increments throughout the year for any month the employee has worked a major portion thereof, and may not be taken faster than accumulated not to exceed the maximum allowable per the above applicable section.

Section 6.

The unused portion of such leave will be paid off at the employee’s anniversary date of employment.

Section 7.

Any employee laid off through reduction of force and re-employed within six (6) months shall be considered as having been continuously employed for purposes of determining consecutive years of service.

Section 8.

If accrued, sick pay may be taken in less than eight (8) but not less than one (1) hour increments upon employee’s request for payment.

20

ARTICLE 26

HEALTH, LIFE, DENTAL AND VISION INSURANCE

Section 1.

The Company shall provide a Kaiser health and welfare program for all active non-probationary employees covered by this Agreement.  Any future change in the carrier by the Company may be done so at their option, however, the new program or carrier should provide substantially equivalent benefits.  The annual renewal date of the Kaiser program will be in July of each year.

Section 2.

To be eligible for this benefit plan an employee must have completed the prescribed waiting period. Coverage under the benefit plan will terminate upon termination of employment.

Section 3.

The Company has elected to make available to all factory employees the Safeguard Dental Option as provided the administrative employees.  The total cost of participation is paid by the employee and any future increase in premium will be paid in full by the employee.

Section 4.

The eligible employee’s cost for continued participation in the Plans will be:

KAISER MEDICAL

Single Coverage-E1*	Single + 1 Dependant-E-2*	Family Coverage E-I*
$19.15 weekly	$38.41weekly	55.56weekly

KAISER W/SAFEGUARD

Single Coverage-FL*	Single + 1 Dependant-FM*	Family Coverage FN*
$21.34 weekly	$42.55 weekly	$60.87 weekly

SAFEGUARD DENTAL ONLY

Single Coverage-YL*	Single + 1 Dependant-YM*	Family Coverage YN*
$2.19 weekly	$4.14 weekly	$5.31 weekly

Section 5.

Any future increase in medical and/or vision premiums during the term of this Agreement will be shared equally by the Company and the employee.  The additional employee contribution required will be added to any existing contribution as a weekly payroll deduction.  The Company will give the Union thirty (30) days written notification of any cost changes under the Plan.

21

ARTICLE 27

EMPLOYEE RETIREMENT SAVINGS PROGRAM

Section 1.

Effective July 1, 1977 and under government regulation, a contributory retirement savings plan was established whereby the Company and eligible employees may contribute a specified amount for each hour worked.  The funds will be placed into a Retirement Trust Account and will be managed by an independent trustee.  Company contributions remain in the Trust Fund and cannot be returned to the Company under any circumstances.  Provisions are made for withdrawal of all or part of each employee’s contributions, temporary suspension of participation and sharing of Company contribution and fund earnings, all in accordance with government regulations.

Section 2.

The schedule of Company contribution is as follows:

$0.24 per hour for each hour worked.

The amount of the minimum participants’ contribution for the term of the contract will be as follows:

.10¢ per hour for each hour worked.

Section 3.

Each participant will have the option to contribute the minimum participants’ contribution as specified above or an amount equal to twice the Company’s contribution in five cent (.05¢) per hour increments.  A participant may elect to have his contributions raised for the minimum yearly rate to the maximum rate at any time during the year.

Section 4.

A participant contributing the maximum may reduce his contribution back to the minimum at any time, however, he may not elect to move up to the maximum contribution again until the next anniversary date of the Contract.

Section 5.

Regardless of which option the participant selects, the Company’s contribution will only be the amount specified above.

Section 6.

A summary of the Plan shall be made available to all employees.

Section 7.

A copy of the entire Plan will be furnished to the Union.  Such plan will be available for inspection at the office of the Company and/or the Union during normal business hours.

22

ARTICLE 28

LEAVES OF ABSENCE

Section 1.  Unpaid Medical Leave

The Company may, within its sole discretion, grant an unpaid medical leave for bona fide medical reasons for a period not to exceed six (6) months per year for employees who satisfy the requirements of this Section.  Employees must submit to the plant manager a written request for medical leave as early as possible.  Said written request must include a statement setting forth the personal medical condition requiring said leave, the expected date of return to work, and the name, address and telephone of the attending and treating physician.  The employee shall also furnish a written statement which shall contain a written statement by the physician of the medical condition, expected duration of leave, necessity for leave, and expected date of return to work.

Section 2.  Military Leave

The Company will grant unpaid military leave as required by law.  The employee will provide the Company with a minimum of two weeks notice of his or her request for military leave.

Section 3.  Personal Leave

The Company may within its sole discretion grant unpaid personal leave for bona fide personal emergencies for a period not to exceed thirty (30) days per calendar year to an employee.

Section 4.  Industrial Injury Leave

Any employee who requires a leave by reason of an industrial accident, injury, or illness arising out of or in the course of employment by this Company may be granted a leave up to twelve (12) months.  The employee shall confirm that the Company has received a written statement by the physician of the medical condition, expected duration of leave, necessity for leave, scheduled treatment during leave and expected date of return to work.

Section 5.

Any employee granted a leave of absence pursuant to this Section shall not have his or her anniversary date adjusted.  Any employee who fails to follow the requirements for securing a leave of absence as set forth herein will be denied such leave and any employee who fails to report to work at the expiration of the leave with authorization is subject to immediate termination.

Section 6.

Any employee on medical leave or personal leave must notify the Company every thirty (30) days in order to retain such leave rights or he may be terminated.  Also, a medical leave or personal leave shall not be granted under this clause to work elsewhere.  Any employee working elsewhere while on a leave will be terminated.

Section 7.

In no event does the Company have to grant a leave in excess of the time the employee has been employed by the Company.

23

ARTICLE 29

JOB CLASSIFICATIONS

If the Company establishes a new job classification within the bargaining unit during the term of this Agreement, the Company, prior to implementation, will notify the Union of any new classification and set the initial rate of pay for such new job classification.  If the Union is not satisfied with the rate of pay established by the Company, it shall have the right, within ten (10) days after the establishment of such new classification, to request a meeting with the Company.  The Company and the Union shall then meet and endeavor to mutually settle the matter to the satisfaction of both parties.  If agreement cannot be reached, the Union may file a grievance pursuant to Article 19 of this Agreement.  If the grievance proceeds to arbitration, the arbitrator shall have jurisdiction to determine only whether or not the rate of pay established for such new job classification bears a fair relationship to the other rates of pay set forth in this Contract, and if not what rate of pay would bear such relationship.  The expense for the arbitration in the Article shall be borne equally by the Company and the Union.

ARTICLE 30

JOINT COMMITTEE ON INDUSTRIAL RELATIONS

A group of bargaining unit employees, selected by the Union, shall serve during the life of this Agreement with Company representatives as employee members of the Joint Committee on Industrial Relations.  The purpose of the Joint Committee is to afford a better means of communication between the employees and the Company through informal discussions of matters of mutual interest, with the aim in mind of resolving matters of concern to the mutual satisfaction of all parties.  The Joint Committee will meet monthly or as often as jointly agreed upon from time to time by the chairman of the bargaining committee and the representatives of the Company.

ARTICLE 31

GENERAL PROVISIONS

Section 1.

It shall be the sole responsibility of employees to notify the Company personnel office in writing of their current address and telephone number and any change thereof.  The Company shall be considered as having complied with any notice requirement if such notice is sent to the employee’s last address on record.

Section 2.

In the event any federal, state or local law  conflicts with any provisions of this Agreement, the provision or provisions so affected shall no longer be operative or binding upon the parties, but the remaining portion of the Agreement shall remain in full force and effect.

Section 3.

The waiver of any breach or condition of this Agreement by either party shall not constitute a precedent for any further waiver of any such breach or condition.

Section 4.

Words used in the singular form shall be deemed to include the plural, and vice versa, in all situations where they would apply.

Section 5.

Headings to Articles, Sections or Subsections of this Agreement have been supplied for convenience only and are not to be taken as limiting or extending the meanings of any of the provisions of the Agreement.

24

ARTICLE 32

SOLE AND ENTIRE AGREEMENT

Section 1

This Agreement concludes all collective bargaining between the parties hereto during the term hereof and constitutes the sole, entire Agreement between the parties hereto, and supersedes all prior agreements and understandings, oral or written, express or implied, practices or past practices, between the Company and the Union or its employees, and expresses all obligations and restrictions imposed on each of the respective parties during its term.

Section 2.

The Company and the Union warrant and agree that neither of them is under any disability of any kind that will permit either from fully and completely carrying out and performing each and all of the terms and conditions of this Agreement.  The individuals signing this Agreement do so in their official capacities and the signatures thereof guarantee and warrant their authority to act for and bind the respective party whom their signature purports to represent.  This Agreement contains all the covenants, stipulations, agreements, and provisions agreed upon by the parties hereto and no agent or representative of either party has the authority to make, none of the parties shall be bound by nor liable for any statement, representation, promise, inducement, or agreement not set forth herein.

Section 3.

The Company and the Union acknowledge that during the negotiations which resulted in this Agreement each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective bargaining and that the understanding and agreement arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement.  Therefore, the Company and the Union, for the life of this Agreement, unqualifiedly agree that the other shall not be obliged to bargain collectively with respect to any matter not specifically agreed to in this Agreement, regardless of whether such matter was or was not within the knowledge or contemplation of either or both of the parties at the time they negotiated this Agreement.  With respect to the negotiations leading up to the execution of this Agreement, the fact that a proposal was made and withdrawn during the course of these negotiations shall not be used to prove that the party making the proposal had in any manner given up any rights granted to it elsewhere in this Agreement.

25

ARTICLE 33

TERM OF AGREEMENT

This Agreement shall be effective prospectively from March 1, 2005 and shall continue in full force and effect thereafter to and including February 28, 2008 and shall be automatically renewed for one additional year thereafter unless either party serves certified mail notice on the other at least sixty days prior to such termination date, or any subsequent anniversary date, of its desire to terminate, modify or amend this Agreement.

IN WITNESS WHEREOF, EXECUTED THIS 30th DAY OF March 2005

INTERNATIONAL WINDOW NORTHERN CALIFORNIA
by:		/s/ [ILLEGIBLE]
GLAZIERS, ARCHITECTURAL METAL AND GLASS WORKERS LOCAL 1621 of SAN JOSE
by:	/s/ [ILLEGIBLE]		3/28/05

26

EXHIBIT “A”

HOURLY WAGE SCHEDULE

GRADE	JOB	2/27/05		2/26/06		2/25/07
4	Small parts	$	9.20	$	9.60	$	10.00
	Vinyl Glazier
	Janitor
	Punch Press Operator
	Glass Setter
	Washing Machine Operator
	Assembler/Vinyl
3	Saw Operator	$	10.04	$	10.44	$	10.84
	Warehouseman Helper
	CNC3, Operator-2 Pt. Welder
	Shipping Clerk
	Assembler/Aluminum
	Insulated Door Assembler
3A	Special Frames	$	10.30	$	10.70	$	11.10
	Truck Loader/Service
	Forklift/Crane Operator
	CNC3A Operator-Glass, Grid, 4 Pt. Single Welder, Flex Fab
	Warehouseman
2	CNC 2 Operator-Intercept and Double Welder	$	12.35	$	12.75	$	13.15
	Specials Glass Cutter
	CNC Optimizer
	Quality Control
2A	Truck Driver	$	12.75	$	13.15	$	13.55
	Serviceworker
1	Maintenance Helper	$	14.05	$	14.45	$	14.85
	Special Frames Welder
	Department Specialist
1A	Maintenance Tech.	$	17.70	$	18.10	$	18.50

LEADPERSON: Leadperson will receive a rate of sixty cents ($0.60) per hour above the rate of the highest classification supervised with the exception of the Department Specialist

27

GLAZIERS ARCHITECTURAL METAL & GLASS WORKERS LOCAL 621

AND

INTERNATIONAL WINDOW-NORTHERN CALIFORNIA

LETTER OF UNDERSTANDING

In order to conform the eligibility for health, dental, life and vision insurance to a monthly eligibility the Glaziers Architectural Metal & Glass Workers Local 621 and International Window-Northern California agree that the language in Article 26, Section 2 shall be changed to read:

To be eligible for this benefit plan an employee must have completed the prescribed waiting period. Company contribution for the plan will terminate the last day of the month during which employment terminates, providing the employee’s share of premium is paid for the entire month.

GLAZIERS ARCHITECTURAL METAL & GLASS WORKERS LOCAL 621			INTERNATIONAL WINDOWS- NORTHERN CALIFORNIA
By:	/s/ [ILLEGIBLE]		By:	/s/ [ILLEGIBLE]
Dated:		1/5/06	Dated:		January 9, 2006

28

EX-10.7

EXHIBIT 10.7

COLLECTIVE BARGAINING

AGREEMENT

BETWEEN

INTERNATIONAL WINDOW

ARIZONA, INC.

AND

INDUSTRIAL CARPENTERS

LOCAL UNION NO. 2093

EFFECTIVE

June 5, 2005 – June 7, 2009

1

TABLE OF CONTENTS

		PAGE
ARTICLE 1	PURPOSE		4
ARTICLE 2	SAVINGS CLAUSE		4
ARTICLE 3	EQUAL EMPLOYMENT OPPORTUNITY		4
ARTICLE 4	HEALTH AND SAFETY		5
ARTICLE 5	MANAGEMENT RIGHTS		5-6
ARTICLE 6	NO STRIKE – NO LOCKOUT		6
ARTICLE 7	PAY PERIODS		6
ARTICLE 8	EMPLOYMENT & DISPATCH PROCEDURE		6
ARTICLE 9	CHECK-OFF		7
ARTICLE 10	UNION LABEL		7-8
ARTICLE 11	RIGHTS OF UNION REPRESENTATION		8
ARTICLE 12	SHOP STEWARDS		8
ARTICLE 13	REGULAR WORK TIME		8-9
ARTICLE 14	SHOW UP TIME		9
ARTICLE 15	SHIFT PREMIUM		9
ARTICLE 16	CLASSIFICATIONS AND RATES OF PAY		9-10
ARTICLE 17	OVERTIME PAY		11-12
ARTICLE 18	SENIORITY		12-14
ARTICLE 19	REQUEST FOR TRANSFER		14
ARTICLE 20	GRIEVANCE & ARBITRATION PROCEDURE		14-15
ARTICLE 21	SICK PAY		15-16
ARTICLE 22	LEAVE OF ABSENCE		16-17
ARTICLE 23	HOLIDAY PAY		17
ARTICLE 24	PAID VACATIONS		17-18
ARTICLE 25	FUNERAL PAY		18-19
ARTICLE 26	HEALTH, WELFARE AND DENTAL BENEFITS		19-20
ARTICLE 27	EMPLOYEE RETIREMENT SAVINGS PROGRAM		20-21
ARTICLE 28	GENERAL PROVISIONS		21
ARTICLE 29	SOLE AND ENTIRE AGREEMENT		21
ARTICLE 30	DURATION OF AGREEMENT		22
EXHIBIT “A”	HOURLY WAGE SCHEDULE		23-24
SIGNATURES			25

2

A G R E E M E N T

THIS AGREEMENT is made and entered into this 21st day of July, 2005, and effective as of the 5th day of June, 2005 by and between INTERNATIONAL WINDOW ARIZONA, INC. located at 2500 East Chambers Street, Phoenix, Arizona 85040 hereinafter called the “Company” and the INDUSTRIAL CARPENTERS LOCAL UNION NO. 2093, represented by SOUTHWEST REGIONAL COUNCIL OF CARPENTERS, hereinafter known as the “Union”.

It is agreed between the parties signatory hereto, that the above mentioned Union is and shall remain, as long as this Agreement is in force, the sole and exclusive bargaining representative of all persons working for the Company at the location specified above.  Employees working as guards, office workers, salesmen and supervisory personnel are excepted as defined by the Labor-Management Relations Act of 1947, as amended.

3

ARTICLE 1

PURPOSE

The Company recognizes that it cannot get along without labor any more than labor can get along without the Company.  The Union and the Company recognize that the success of the business is vital to all concerned.  This requires that both the Company and the employees work together to the end that quality and cost of the product will prove increasingly attractive to the customer so that the business will be continually successful.

Both parties hold that the basic interest of the employer and the employees are the same; however, at times employees and the Company may have different ideas on various matters affecting their relationship.  Both the Company and the Union are convinced that there is no reason why differences cannot be peaceable and satisfactorily adjusted by sincere and patient effort on both sides.

This Agreement outlines provisions, which should aid in the attainment of these goals.

ARTICLE 2

SAVINGS CLAUSE

In the event any Federal, State or local law conflicts with any provisions of this Agreement, the provision or provisions so affected shall no longer be operative or binding upon the parties, but the remaining portion of the Agreement shall continue in full force and effect.

ARTICLE 3

EQUAL EMPLOYMENT OPPORTUNITY

Section a)Neither the Company or the Union shall discriminate against any employee because of such employee’s race, color, religion, sex, national origin or age (to the extent prohibited by the age discrimination act only) or physical handicap (to the extent they are able to perform the duties assigned).

Section b)All reference to employees in this Agreement designate both sexes and whenever the male gender is used, it shall be construed to include both male and female employees, if applicable.

Section c)All grievances alleging a violation of this Section shall be furnished to the other party n writing.  If no satisfactory settlement is reached by Step 3 of the Grievance procedure, such grievance shall not be subject to Step 4 (Arbitration) of the Grievance Procedure, but may be the basis of a complaint before the federal or state agency, which has jurisdiction over the subject matter.

4

ARTICLE 4

HEALTH AND SAFETY

Section a)Safety/Production Review Committee: The committee shall consist of two managers or supervisors, appointed by the Company and two factory employees, appointed by thee Union.  This committee’s responsibilities will be to review the safety programs and production records of each department quarterly to help find ways to improve those areas.  The information will be provided to management with the committee’s recommendations.  Management retains the right to determine subjects or issues considered by the committee and which of the committee’s recommendations it will implement.

Section b)The Company shall make reasonable provisions for the safety and health of its employees in the plant during their hours of employment.  The Company agrees that it will furnish and maintain first aid equipment.  The Union and its members will cooperate in maintaining sanitary conditions and in the use of safety devices, making suggestions so as to improve the safety and health of the employees, and taking reasonable care of any safety material provided.

Section c)Employees injured on the job will not suffer a loss of wages due to visits to the doctor or hospital for examination or treatment during working hours on the day of the injury. Visits to a doctor or hospital after the day of injury shall be on non-working time; provided, however, if an employee must see a specialist during normal working hours, the Company shall provide time off with pay not to exceed an aggregate of three (3) hours.

Section d)An employee who is unable to perform the duties of his job because of injury or physical handicap, may be placed in a different type of work and at a reduced rate of pay, by mutual agreement between the Company, the Union and the employee.

Section e)The Company reserves the right to send, at any time and at the Company’s expense, an employee to a recognized doctor, hospital or medical clinic to have the employee examined or tested to insure that he is physically, mentally or emotionally capable of performing his job. All employees agree as a condition of continued employment to abide by this procedure and authorize any medical facility so used to release the information obtained to the appropriate Company representative.

ARTICLE 5

MANAGEMENT RIGHTS

Section a)Except to the extent expressly abridged by a specific provision of this Agreement, the Company reserves and retains all of its rights to manage the business. The rights of management by way of illustration shall include its right to determine prices of products; volume of production and methods of financing; to drop a product line; to establish or continue policies, practices and procedures for the conduct of the business and to change or abolish such policies, practices and procedures; the right to determine the number and types of its operations, and methods, processes, and materials to be employed; to discontinue processes or operations; to select and determine the number and types of employees required; to transfer, promote or demote employees, or to layoff, terminate for just cause, or otherwise relieve employees from duty for lack of work or other legitimate reasons; and to make and enforce reasonable rules for

5

the maintenance of discipline.

Section b)Provided however, changes in existing rules and regulations, as well as new rules and regulations made by the Company, shall become effective five (5) regular work days after copies thereof have been furnished to the Union and posted on the Plant bulletin board.

Section c)The listing of specific management rights in this Section, shall not be considered as limiting its rights to those listed but is for the purpose of illustration.

ARTICLE 6

NO STRIKE - - NO LOCKOUT

During the term of this Agreement, all disputes, grievances, complaints and adjustments pursuant to this Agreement shall be settled in accordance with the Grievance and Arbitration Procedure outlined in Article 20, and the Union agrees for itself and its members that there shall be no strike of any kind, walk-out, sympathy strike, slowdown, picketing, stay-in or work-stoppage of any type, or interference with production coercive or otherwise, or violation of this Agreement. The Company agrees that there shall be no lock-out in violation of this Agreement on its part.

ARTICLE 7

PAY PERIODS

Employees shall be paid weekly. Employees shall be paid the full amount for wages due on each payday, except that in order to facilitate the handling of the payroll, the Company shall be permitted to hold back not more than one (1) week’s pay between such paydays.

ARTICLE 8

EMPLOYMENT & DISPATCH PROCEDURE

The Company will notify the Union when they are hiring unit employees.

6

ARTICLE 9

CHECK-OFF

For the convenience of the Union and its members, the Company, during the life of this Agreement and subject to all provisions of this Section, shall deduct from the pay of those employees in the bargaining unit who execute and assignment and authorization in the form hereinafter provided, all union initiation fees and dues levied in accordance with the Constitution and By-Laws of the Union. The Union shall indemnify the Company against any claims or loss arising out of the Company’s deduction of dues or initiation fees not levied in accordance with the Constitution and By-Laws of the Union and the Union will make refunds direct to all employees for any such wrongful deductions.

SAMPLE FORM

Name

Effective of this date, I hereby assign to and authorize                               to pay to the Industrial Carpenters Local Union No. 2093 out of wages now due, or to become due me, all initiation and monthly membership dues owed by me to said Industrial Carpenters Local Union No.2093. This assignment and authorization shall be irrevocable for the period of one (1) year, or until the termination of the Collective Bargaining Agreement between            and the Industrial Carpenters Local Union No. 2093, whichever occurs sooner, and I agree and direct that this assignment and authorization shall be automatically renewed, and shall be irrevocable for successive periods of one (1) year each, for the periods of each succeeding applicable Collective Bargaining Agreement between the Company and the Union, whichever shall be shorter, unless written notice is given by me either by registered mail or certified mail to the Company and to the Union not more than twenty (20) days and not less than (10) days prior to the expiration of each period of one (1) year or each applicable Collective Bargaining Agreement between the Company and the Union, whichever occurs sooner.

ARTICLE 10

UNION LABEL

It is hereby understood and agreed by the Company and the Union that an application shall be made for the Union Label to the First General Vice- President of the United Brotherhood of Carpenters and Joiners of America. If the application is approved, and the Union Label is issued by the United Brotherhood of Carpenters and Joiners of America to be placed upon the Company’s products, it is understood and agreed that the Label shall remain the property of the United Brotherhood of Carpenters and Joiners of America, and shall be at all times in the possession of a member of the United Brotherhood of Carpenters and Joiners of America and that said Union Label shall at no time be used in any manner that will be detrimental to the interest and welfare of the members of the United Brotherhood, and upon evidence that said Union Label is being used in a manner detrimental and harmful to the members of the United

7

Brotherhood of Carpenters and Joiners of America, then the use of said Label shall immediately be withdrawn from the mill, shop, factory or manufacturing establishment of the Company.

ARTICLE 11

RIGHTS OF UNION REPRESENTATIVES

Section a) An accredited representative of the Union, upon presentation of his credentials to the Operations Manager, or his designated representatives, showing that he is such accredited representative, shall have reasonable access to the Company’s place of business on official business during working hours. Such representative will not unnecessarily interfere with the work of the employees.

Section b)The Company will provide space on bulletin boards for posting notices of Union business.

ARTICLE 12

SHOP STEWARDS

Section a)Shop Stewards shall have reasonable time during the day to handle Union business.

Section b)Whenever possible, the Shop Steward shall be notified three (3) days prior to any general layoff.

Section c)The Shop Steward will be advised and/or present at the time any employee is disciplined suspended or discharged.

Section d)Shop Stewards will be granted super seniority for layoff purposes only, if they are otherwise fully capable and able to perform the available work.

Section e)If at any time it becomes necessary to terminate a Shop Steward, the Company will notify and meet with the Union Business Representative before taking such action. Such meeting will occur within seventy-two (72) hours of the decision to terminate.

ARTICLE 13

REGULAR WORK TIME

Section a)Eight (8) hours shall constitute a regular workday. Five (5) days shall constitute a regular workweek from Monday to Sunday inclusive.

Section b)The Company shall notify the Union in writing of the time elected to start the regular workday. The regular workday shall continue uninterruptedly for eight (8) hours, except

8

for a meal period of at least one-half (1/2) hour.

Section c)A ten (10) minute rest period will be provided midway in the first half of the shift, and ten (10) minutes midway in the second half of the shift. This shall be applicable to all shifts. All employees shall receive an additional rest period of ten (10) minutes before each two (2) hours of scheduled overtime.

Section d) This Article is intended to provide the definition of regular hours of work and shall not be construed as a guarantee of hours of work per day or per week, or days of work per week.

ARTICLE 14

SHOW UP TIME

Section a)Providing they are available at the regular starting time, employees ordered to work for whom no work is provided shall receive a minimum of four (4) hours pay and if worked six (6) hours or more, receive eight (8) hours pay. If any employee elects to leave his employment before the end of the shift, he shall be paid only for the actual time worked. Employees shall be considered as having been ordered to work if the supervisor or person in charge of operations fails to notify him not to report at the end of the previous work day or shift.

Section b)There will be no obligation for the Company to pay the four (4) hours minimum referred to in this Article in the event of floods, fires, power failure or other occurrences beyond the Company’s control.

ARTICLE 15

SHIFT PREMIUM

All employees regularly assigned to the swing shift shall receive twenty-five cents ($0.25) per hour above the regular straight time hourly rate of pay for hours worked only.

ARTICLE 16

CLASSIFICATIONS AND RATES OF PAY

Section a)On the effective day of this Agreement each employee shall be classified in

9

accordance with the classification of the work he performs as set forth in Schedule “A” attached hereto and made a part hereof.

Section b) Should the Company undertake work operations for which such classifications as set forth in Schedule “A”, are not applicable then classifications and minimum wage rates will be promptly established by the Company and the Union advised of same.  Should the Union” object to the classifications or rate assigned the new work operation, it may, by written notice, seek relief under Grievance and Arbitration Procedure, Article 20 of this Agreement.  Any change in classification or wage rate for the new work operation as a result of review shall become effective as of the date of receipt of the written notice.

Section c)Any employee receiving more than the minimum rate for his or her classification shall not be reduced, except as the result of a demotion or a change in classification made in accordance with the seniority provisions of this Agreement herein after set forth or otherwise specified in the Agreement.

Section d)The Company may in addition to the minimum wage rates set forth in this Agreement, award or reduce merit increases.  The granting or reduction of any future merit increases (granted after 6/1/99) shall not be subject to review under the Grievance and Arbitration Section of this Agreement.  However, the Company will advise the Union of any such change.

Section e)Any employee hired, at a rate below the Classification Rate will be reviewed monthly and granted a twenty cent ($0.20) per hour increase until they reach the Classification Rate.

Section f)An employee who is permanently promoted to a higher rated classification receives a twenty cent ($.20) per hour increase at the time they assume the duties of the position, and shall receive a minimum of twenty cents ($.20) per hour increase the first Monday following the 1st of each month.  The period of progression to the rate of the job will not exceed six (6) months, unless agreed to by the Company and the Union.

While in progression, the employee will not be eligible to receive any general wage increase granted at the renewal dates of the Agreement time periods above, see Section e and Section f, will be extended for the periods of absence if greater than three (3) days in a thirty (30) day period.

Section g)There are certain duties or job classifications within each Grade. Individuals are not permanently assigned to such classifications or duties and they may be assigned to any such classification or series of duties on a daily, weekly or monthly basis.

Section h)Effective 6/5/05 the subsistence pay for an overnight stay will be fifty dollars ($50.00) per night or seventy-five dollars ($75.00) per night with the presentation of receipts verifying that up to seventy-five dollars ($75.00) was spent.

Effective 6/3/07 the subsistence pay for an overnight stay will be sixty-five dollars ($65.00) per night or eighty-five dollars ($85.00) per night with the presentation of receipts verifying that up to eighty-five dollars ($85.00) was spent.

Section i)It is recognized that there is a need for cross training in order for the Company to have a flexible and productive workforce.  The Company will make an effort to

10

cross-train employees when they feel the opportunity allows for those employees who have not had disciplinary action for unacceptable attendance and/or tardiness within the last six (6) months.

Section j)The general wage increase for the term of the Agreement will be granted in accordance with the following:

·Employees earning one cent ($.01) to forty-nine cents ($.49) above their classification will receive a twenty-two cents ($.22) per hour increase each year of the agreement.

·Employees earning at or more than fifty cents ($.50) above their classification will receive a twenty cents ($.20) per hour increase each year of the agreement.

·In no case will the implementation of this provision of the agreement result in an employee who is not in progression being granted an increase that results in their hourly rate of pay being less than their job contract rate.

·Employees in progression shall continue to receive twenty cents ($.20) per hour increase the 1st Monday of each month until they reach their job contract rate.

ARTICLE 17

OVERTIME PAY

Section a)All work done in excess of forty (40) hours in the regular work week for any shift, shall be paid for at the rate of one and one-half (1-1/2) times such employees’ current regular straight time hourly rate.

Section b) All work done in excess of eight (8) hours in a regular work day for any shift shall be paid at the rate of one and one half (1-1/2) times such employees’ current regular straight time hourly rate with the exception of those employees having previously missed straight time hours during the same pay period.

Section c) Any employees assigned to the second and third shifts, if any, for the preceding Friday shall complete such shift(s) on Saturday morning at such employees’ applicable rate for the preceding Friday.

Section d) All work done by an employee on Sunday shall be paid for at double such employees’ current regular straight time hourly rate; however, employees assigned to the second and third shifts, if any, for the preceding Saturday shall complete such shift on Sunday morning at the rate applicable for the preceding Saturday.

Section e) All work done by an employee on any recognized holiday specified in the succeeding Section, or a day observed as such, shall be paid for at double such employees’

11

current regular straight time rate, plus the holiday pay; however, employees assigned to the second and third shifts, if any for the preceding day shall complete such shift(s) on the morning of such holiday at the rate applicable for the preceding day.

Section f) An employee regularly scheduled to work during the work week but works less than forty (40) hours because of an action taken by the Company (excepting disciplinary action) will be credited with forty (40) hours worked in the computation of overtime in the period Monday through Saturday.

Section g) Paid holiday and sick hours shall be counted in the computing of the forty (40) hours worked per week required for overtime pay.

Section h) Whenever possible, any employee, when required to work overtime during the regular work week, must be notified by noon of that day, except when a breakdown in operations occurs, and if an employee is required to work on Saturday, he must be notified no later than the end of his regular shift on Thursday.

Section i)When overtime is required at the beginning or the end of a regular work shift or on Saturdays, employees who regularly perform such work operations during the regular work shift shall be given preference of overtime work assignments insofar as practical.

Section j) The Company will make every effort to achieve equalization of overtime within a classification and department in accordance with seniority on a rotating basis.

Section k) The Company and the Union realize that overtime work may be required in order to assure an orderly flow of production and to meet sales commitments. To this end, the Union and its members agree that the employees covered by this Agreement will perform such overtime work as it is required and as requested. Should an employee refuse to work overtime, in absence of a compelling reason, he or she may be subject to disciplinary action.

Section l) Any incorrect assignments of overtime or violations of the provisions of this Article will be resolved by the aggrieved party being offered the next opportunity to work available overtime rather than direct payment of any type.

ARTICLE 18

SENIORITY

Section a) Employees shall be regarded as probationary employees until they have worked for the Company within the bargaining unit an aggregate total of sixty (60) days worked within the period of six (6) months from the first date of employment, or re-employment after a break in continuity of service with the Company. Should any such probationary employee be discharged or laid off for any reason, the Company shall be under no obligation to re- employ such person, or to review said discharge under the Grievance & Arbitration section of this Agreement. When employees have completed the aforementioned probationary period, they shall have a plant wide seniority status beginning with the date of employment within the

12

bargaining unit and their continuous service shall commence as of such date. Unless specified to the contrary elsewhere in this Agreement, the continuous service and seniority status of an employee shall not be affected or interrupted as a result of layoffs, injury, illness, leaves of absence or other causes not due to the voluntary act of fault of the employee; however, the continuous service of an employee and his or her seniority status shall be terminated for any of the following reasons, unless the Company and the Union, by agreement in writing, determine otherwise.

1)Absence of any employee from work for three (3) consecutive regular workdays without having requested and received permission to be absent (considered a voluntary resignation).

2)Failure to report for work and return to work, when laid off, within five (5) work days after transmission of written notice, or telegram from the Company to the employee’s last known address of Company record that work is available.

3)Discharge of any employee for just cause.

4)When an employee resigns or quits.

5)Failure of an employee to report to work and return to work following the conclusion of an approved leave of absence.

6)When an employee has not performed any work for the Company for twelve (12) consecutive months as a result of a layoff by the Company or as a result of illness or injury.

Section b) In all cases of promotion, demotion, when filling vacancies which may occur when work operations are abolished, when work operations that have been abolished are re-established, and in all cases of increase or decrease of forces, consideration shall be given employees with the greatest length of continuous service, subject to their ability, in the view of the Company, to perform the work. It is agreed that if the Company is capricious or arbitrary in the action of evaluating any employees’ performance or ability, it shall be subject to the Grievance and Arbitration Procedure, Article 20 of this Agreement. In determining “ability” the company may take into consideration the employees’ work attitude and habits, punctuality attendance, education and careful workmanship.

Section c) If a reduction of the work force is necessary, employees shall be laid off by classification (lowest first) and in accordance with their seniority, provided that the employee with the greatest amount of seniority is capable and able to perform the work.

Section d) In all cases of decrease of forces, all probationary employees, if any, shall be laid off before any other employees are laid off.

Section e) When recalling from layoff the reverse of the above mentioned procedure shall be followed.

Section f) In order to facilitate the proper administration of this Agreement, the Union shall be furnished, upon request, information concerning the employment date, classification, and minimum rate of pay of any employee to whom this Agreement is applicable.

13

Section g)During periods of temporary slowdown in manufacturing, not to exceed four (4) consecutive weeks, due to unfavorable business conditions or adverse weather, the Company may elect to reduce the length of the work week to four (4) days instead of resorting to layoffs.

ARTICLE 19

REQUEST FOR TRANSFER

Section a) An employee may make a written request to the Plant Manager, on forms provided, for an opportunity to learn a different type of work or to be assigned to a particular department.

Section b) In doing so, the employee must understand that the Company will consider requests as business conditions allow, there is an available opening, and the employee is capable of performing the work.

Section c) Consideration shall be given employees with the greatest length of continuous service.

Section d) There will be no obligation on the part of the Company to always follow this procedure, consider more than one (1) request from an employee in a six (6) month period or consider requests from probationary employees.

ARTICLE 20

GRIEVANCE & ARBITRATION PROCEDURE

All grievances and disputes relative to the interpretation, meaning or application of this Agreement which may arise between the Company and the employee shall be adjusted as follows:

Section a)A grievance, to be valid, must be presented to the supervisor in writing, signed by the employee and shop steward or the shop steward in a group case, and specifying the Article and Section of the Agreement believed violated and what relief is sought, no later than three (3) days following the occurrence or discovery of knowledge of the dispute. The supervisor shall answer the grievance in writing within an additional three (3) days.

Section b) If the supervisor’s answer is still unsatisfactory, then within three (3) days, the Union business representative shall meet with a representative of management designated by the Company and the Company must reply to the Union within an additional three (3) days.

14

Section c)If the dispute is still not resolved, the Union may appeal the grievance to arbitration within an additional five (5) days. The parties shall jointly engage an impartial arbitrator to adjudicate the dispute, whose decision shall be final and binding upon both parties.

Section d) The arbitrator shall not have the right to add to nor subtract from nor modify any of the terms of this Agreement.

Section e)It is agreed and understood that only one issue shall be submitted to one arbitrator unless the Union and the Company shall mutually agree to submit more than one grievance to the same arbitrator.

Section f)The arbitrator shall submit his decision in writing within ten (10) working days after he has heard the case. His decision must specify in what manner and the amount (if pay is involved) is to be received by the aggrieved party.

Section g)The fees and expenses of the Arbitrator shall be borne equally by the parties.

Section h)All time limits specified above exclude Saturdays, Sundays and holidays.

Section i)American Arbitration Association shall furnish a panel of arbitrators whose selection shall be determined by the rules of that organization.

Section j)All of the time limits provided herein may be extended by mutual agreement.

ARTICLE 21

SICK-PAY

Section a)All employees covered by this Agreement and who have worked for the Company one (1) year shall commence to accumulate up to two (2) days sick leave pay at a rate of ..0087 per straight time hour worked or paid to a maximum of sixteen (16) hours.

Section b)All employees covered by this Agreement and who have worked for the Company two (2) years shall commence to accumulate up to three (3) days sick leave pay at a rate of ..0130 per straight time hour worked or paid to a maximum of twenty-four (24) hours.

Section c)All employees covered by this Agreement and who have worked for the Company four (4) years shall commence to accumulate up to four (4) days sick leave pay at a rate of ..0174 per straight time hour worked or paid to a maximum of thirty-two (32) hours.

Section d)All employees covered by this Agreement and who have worked for the Company

15

five (5) years shall commence to accumulate up to five (5) days sick leave pay at a rate of .0220 per straight time hour worked or paid to a maximum of forty (40) hours.

Section e)Sick leave pay when used is paid in eight (8) hour increments and cannot be taken faster than accumulated.

Section f)The unused portion of sick leave will be paid off at the employees’ anniversary date of employment. Any employee who terminates voluntarily or involuntarily shall be paid any unused portion of sick leave pay accrued.

ARTICLE 22

LEAVE OF ABSENCE

Section a)Personal Leave - At the discretion of the Company, leaves of absence may be granted for personal reasons for a period not to exceed thirty (30) days upon written application. No employee shall receive more than thirty (30) days total, personal leave of absence in any one year except under special circumstances or circumstances prescribed by law.

Section b)Sick Leave - Upon written application to the Company, a sick leave of absence without pay may be granted to employees for the period of such illness, or incapacity, not to exceed six (6) months provided such application is accompanied by a certificate from a qualified physician. Such leave may be extended beyond six (6) months, at the option of the Company.

Section c)In no event does the Company have to grant a Personal Leave or Sick Leave of Absence in excess of the time the employee has been employed by the Company, unless proscribed by law.

Section d)Any employee on a Personal Leave or Sick Leave of Absence must notify the Company and the Union personally every thirty (30) days in order to retain such leave rights or may be terminated. Also, a Personal Leave or Sick Leave of Absence shall not be granted under this clause to work elsewhere. Any employee working elsewhere while on a Personal Leave or Sick Leave of Absence may be terminated.

Section e)Any employee who is absence from work because of a Personal Leave or Sick Leave of Absence, may continue insurance coverage for a period of ninety (90) days by making arrangements for the normal weekly payments. The employee will have their group health and accident insurance discontinued on the first day of the third calendar month unless the employee elects to make self-payments in the amount of the premium rate in effect at the time.  Coverage will continue as specified under Cobra by the employee making the first payment to the Company on the date of eligibility and subsequent payments on the first day of each succeeding month. The Company will resume premium payments for the employee when they return to active work status.

16

Section f)All requests for leaves of absence must be in writing and all leaves of absence must be granted in writing. Seniority status will accumulate and continue during leaves of absence.

ARTICLE 23

HOLIDAY PAY

Section a)The Company will recognize holidays as follows:

Anniversary Holiday

Memorial Day

Fourth of July

Labor Day

Thanksgiving Day

Friday after Thanksgiving Day

Day before Christmas Day

Christmas Day

Day before New Year’s Day

New Year’s Day

Section b)An employee who has been on the payroll of the Company for a period of sixty (60) calendar days or more prior to a recognized holiday and has worked his last scheduled working day prior to the holiday and his next scheduled working day after the holiday, shall receive holiday pay based on the number of hours that would have been worked had such day not been a holiday, times his straight time hourly rate, including those holidays falling on Saturday or Sunday. Where a recognized holiday falls on Saturday or Sunday it may be celebrated on Friday or Monday.

Section c)An employee absent for a period not to exceed two (2) weeks for industrial accident or authorized leave of absence for illness, or on layoff, shall qualify for holiday pay if the holiday falls within that period.

ARTICLE 24

PAID VACATIONS

Section a)Each employee shall receive one (1) week vacation pay after one (1) year of continuous active service with the Company and two (2) weeks vacation with pay after two (2) years of continuous active service with the Company, and thereafter paid vacations as follows:

after eight (8) years, three weeks;

17

after fifteen (15) years, four weeks.

Section b)Vacation pay for each week of vacation shall be computed by multiplying forty (40) hours by the straight time hourly rate of pay on the anniversary date of the eligible employee.

Section c)Each active employee for vacation accrual and anniversary payoff purposes only shall be considered as having a year’s continuous service and a year’s eligibility for vacation for each completed year, starting from the date of his employment, in which he has worked at least twelve-hundred (1,200) straight time hours for the Company.

Section d)Any employee entitled to a vacation as herein provided shall receive their vacation pay on the pay period following their anniversary date of employment with the Company.

Section e)The Company, in scheduling vacations, will, insofar as possible without interfering with efficient operations, consider the wishes of the employees. In the event of a conflict in vacation schedules, recognition shall be given to seniority.  The employee shall take his vacation within the fifty-two (52) weeks after he has become eligible for a vacation unless the Company requires, by written notice to the employee, that he defer his vacation leave because there are extenuating circumstances requiring his particular skill or service beyond the fifty-two (52) week period.

Section f)If a recognized holiday occurs during the time an employee is absent on an earned vacation, he may absent himself for one more day and he shall become entitled to an additional eight (8) hours of pay at his straight time rate, providing he qualifies in all other respects for such holiday pay.

Section g)) An employee who terminates or is terminated after he has completed twelve (12) months or more of continuous service with the Company since the date he was last-employed shall be granted one twelfth (1/12) of one, two or three weeks, etc., vacation, whichever applies, for each month of service since his last anniversary date in which month he has completed one hundred and twenty (120) straight time hours.

Section h)Those employees who terminate or have been terminated or laid off and who have had less than one (1) year’s continuous service, will not be eligible for any vacation payment.

Section i)Any employee laid off through reduction of force, or any other reason beyond the employee’s control, and re-employed in conformance with seniority provisions as stipulated in Article 18 shall be considered as having been continuously employed.

ARTICLE 25

FUNERAL PAY

In the event of the death of a member of the immediate family, an employee will at his request,

18

be granted up to three (3) consecutive days off with pay of eight (8) times his hourly rate of pay per day to attend the funeral. Should a funeral occur during an employee’s vacation or on a holiday, time off from work will be extended for an appropriate period.

“Immediate family” is defined as spouse, parents of employee or spouse; step parents, grandparents of the employee, brothers or sisters or step brothers or step sisters; and children, natural, step or adopted. The Company may require proof of death and of relationship to the deceased, from the employee.

ARTICLE 26

HEALTH, WELFARE AND DENTAL BENEFITS

Section a)The Company shall provide for all active non-probationary employees covered by this Agreement health, welfare and dental coverage as described in the Group Insurance Booklets, or in the Company’s determination, substantially equivalent benefits.

Section b)To be eligible for this benefit plan an employee must have completed the prescribed waiting period. Coverage under the benefit plan will terminate upon termination of employment.

Section c)Selection between the programs may only be changed during the enrollment period of each year, unless employee experiences a qualifying event. The current amount of weekly contributions is as follows:

MEDICAL PLAN: GREAT WEST

	POS		PPO
Single Coverage	$	25.89	$	28.52
Two Party Coverage	$	55.56	$	60.76
Family Coverage	$	73.48	$	80.03

DENTAL PLANS

	FORTIS		SAFEGUARD
Single Coverage	$	5.70	$	6.40
Two Party Coverage	$	11.33	$	12.79
Family Coverage	$	15.42	$	18.23

Contribution amounts for each coverage should be combined for the total of weekly a contribution. Such amount will be paid by payroll deduction.

Section f) Any future increases in Plan costs for medical insurance during the term of the Agreement, will be shared equally by the Company and the employee, to a maximum employee contribution of 37% of the total premium amount. Any increase for dental insurance will be paid

19

solely by the employee. Any additional employee contribution required will be added to the existing contribution as a weekly payroll deduction. The Company will give the Union and employees notification of any cost changes under the Plan.

Any employee who is absent and does not receive their normal paycheck will be responsible for making their insurance deduction payments or the Company, its option, may take the required missed deductions from the employee’s check after their return to work.

Section g) In order to try and obtain the best insurance coverage for the employees, it is agreed between the parties that various insurance packages, options and costs may be presented or reviewed at any time during the term of the Agreement.

ARTICLE 27

EMPLOYEE RETIREMENT SAVINGS PROGRAM

Section a) Effective July 1, 1997 and under government regulation, a contributory retirement savings plan will be established whereby the Company and eligible employees may contribute a specified amount for each hour worked. The funds will be placed into a Retirement Trust Account and will be managed by an independent trustee. Company contributions remain in the Trust Fund and cannot be returned to the Company under any circumstances. Provisions are made for withdrawal of all or part of each employee’s contributions, temporary suspension of participation and sharing of Company contribution and fund earnings, all in accordance with government regulations.

Section b)The schedule of employee minimum and company contributions is as follows:

Effective June 5, 2005:

The company contribution is twenty-five cents ($0.25) per hour worked.

The employee minimum contribution is ten cents ($0.10) per hour worked.

Effective June 4, 2006:

The company contribution is twenty-seven cents ($0.27) per hour worked.

The employee minimum contribution is twelve cents ($0.12) per hour worked.

 Effective June 3, 2007:

The company contribution is twenty-nine cents ($0.29) per hour worked.

The employee minimum contribution is fourteen cents ($0.14) per hour worked.

Effective June 1, 2008:

The company contribution is thirty cents ($0.30) per hour worked.

The employee minimum contribution is fifteen cents ($0.15) per hour worked.

20

Section c)Each participant will have the option to contribute the minimum participant’s contribution as specified, by government regulations.

Section d)A participant may contribute more than the minimum contribution but the Company contribution will only be the amount specified above.

Section e) A summary of the Plan shall be made available to all employees.

Section f)A copy of the entire Plan will be furnished to the Union. The Plan document will be available for inspection at the office of the Company and/or the Union during normal business hours.

ARTICLE 28

GENERAL PROVISIONS

Section a)It shall be the responsibility of employees to notify the Company personnel office in writing of their current address and telephone number and any change thereof. The Company shall be considered as having complied with any notice requirements if such notice is sent to the employee’s last address on record.

Section b)The waiver of any breach or condition of this Agreement by either party shall not constitute a precedent for any further waiver of a breach or condition.

Section c)Words used in the singular form shall be deemed to include the plural, and vice versa, in all situations where they would apply.

Section d)Headings to Articles, Sections or Subsections of the Agreement have been supplied for convenience only and are not to be taken as limiting or extending the meanings of any of the provisions of the Agreement.

ARTICLE 29

SOLE AND ENTIRE AGREEMENT

This Agreement concludes all collective bargaining between the parties hereto during the term hereof and constitutes the sole, entire and existing agreement between the parties hereto, and supersedes all prior agreements a undertakings, oral or written, expressed or implied, or practices, between the Company and the Union or its employees, and expresses all obligations and restrictions imposed on each of the respective parties during the term.

21

ARTICLE 30

DURATION OF AGREEMENT

THIS AGREEMENT shall remain in full force and effect until June 7, 2009, and shall continue from year to year thereafter unless either party notifies the other of a desire to amend, modify, or terminate, in which event notice shall be given in writing at least sixty (60) days, but not more than seventy-five (75) days prior to the expiration date thereof. In the event of a notice of intention to terminate, modify or amend, negotiations shall begin within fifteen (15) days after the delivery of such notice.

22

EXHIBIT “A”

HOURLY WAGE SCHEDULE

Classification	6/05/05		6/04/06		6/03/07		6/01/08
PRODUCTION
GRADE 1	$	14.90	$	15.20	$	15.50	$	15.80
85 Truck Driver
GRADE 1A	$	13.29	$	13.59	$	13.89	$	14.19
90 Maintenance Mechanic
GRADE 1B	$	10.49	$	10.79	$	11.09	$	11.39
82 Specialty Window
55 Glass Cutter
62 Intercept Operator
GRADE 2	$	10.19	$	10.44	$	10.69	$	10.94
49 Sidewinder/Forklift Operator
80 Back-up Truck Driver/Service
43 Order Puller
84 Specialty Grid Assembler
GRADE 3	$	9.46	$	9.68	$	9.90	$	10.12
40 Forklift/Crane Operator
46 Hot Melt Gun Operator
50 Saw Operator
82 Door/Window Assembler/Aluminum
34 Truck Loader / Stacker
10 Glass Stacker & Sorter
GRADE 4	$	8.94	$	9.14	$	9.34	$	9.54
24 Vinyl / 2200 Glazier
30 Grid Assembler/Installer
37 Intercept Folder
19 Washing Machine Operator
GRADE 5	$	8.44	$	8.64	$	8.84	$	9.04
11 Material Processor
19 Packer/General Helper
37 Intercept Patcher
26 Janitor

9-LEADPERSON: Fifty cents ($0.50) per hour over the highest classification supervised in their group.

23

Employees driving a semi-truck for the purposes of making a delivery will be paid an hourly premium of forty ($0.40) cents per hour above their current rate of pay as in accordance with Schedule “A”.

Minimum new hire rate - $6.00 per hour.

24

FOR THE EMPLOYER:

INTERNATIONAL WINDOW - ARIZONA, INC.

2500 East Chambers Street

Phoenix, Arizona 85940

/s/ [ILLEGIBLE]	8/4/05
Signature	Date
/s/ [ILLEGIBLE]	8-4-05
Signature	Date
/s/ [ILLEGIBLE]	8.18.05
Signature	Date

FOR THE UNION:

INDUSTRIAL CARPENTERS LOCAL UNION NO. 2093 represented by the SOUTHWEST REGIONAL COUNCIL OF CARPENTERS

/s/ [ILLEGIBLE]	8/4/05
Signature	Date
/s/ [ILLEGIBLE]	8/4/05
Signature	Date
/s/ [ILLEGIBLE]	8/9/05
Signature	Date

25

EX-10.8

Exhibit 10.8

COLLECTIVE BARGAINING

AGREEMENT

between

INTERNATIONAL EXTRUSION CORPORATION/TEXAS

and

TEAMSTERS, LOCAL 19, AIRLINE, AEROSPACE AND
ALLIED EMPLOYEES AFFILIATED WITH THE
INTERNATIONAL BROTHERHOOD OF TEAMSTERS

Effective

March 27, 2006 through March 22, 2009

1

TABLE OF CONTENTS

	ARTICLE NUMBER	DESCRIPTION	PAGE NUMBER
		Preamble	1
ARTICLE	1	Recognition and Scope	1
ARTICLE	2	Management Rights	2
ARTICLE	3	Union Security	3
ARTICLE	4	Union Representation	5
ARTICLE	5	Classifications and Departments	6
ARTICLE	6	Hours of Service	8
ARTICLE	7	Overtime	10
ARTICLE	8	Shift Assignments	13
ARTICLE	9	Seniority	14
ARTICLE	10	Seniority Lists	16
ARTICLE	11	Vacancies	16
ARTICLE	12	Layoffs, Reductions and Recalls	18
ARTICLE	13	Grievance Procedure	20
ARTICLE	14	Arbitration Procedure	23
ARTICLE	15	Holidays	24
ARTICLE	16	Vacations	26
ARTICLE	17	Sick Pay	28
ARTICLE	18	Leave of Absence	29
ARTICLE	19	Bereavement Pay	31
ARTICLE	20	Jury Duty Pay	31
ARTICLE	21	Military Leave	32
ARTICLE	22	Medical and Other Insurance	32
ARTICLE	23	Wage Rules	33
ARTICLE	24	Safety and Health	35
ARTICLE	25	No Strike - No Lockout	38
ARTICLE	26	Maintenance of Standards	38
ARTICLE	27	Savings Clause	39
ARTICLE	28	General and Miscellaneous	39
ARTICLE	29	Sole and Entire Agreement	43
ARTICLE	30	Duration and Termination	43
APPENDIX	A	IEC/T Line of Progression	45
APPENDIX	B	Monthly Employee Insurance Deductions	46
APPENDIX	C	General Absentee Policy	47
APPENDIX	l	Hourly Wage Schedule	49

2

APPENDIX	2	Tie & Die and Maintenance Departments	51
APPENDIX	3	Implementation of General Wage Increase	52
		General Work Rules and Regulations	53

3

PREAMBLE

Agreement is made and entered into this 27th day of March, 2006, by and between International Extrusion Corporation-Texas (hereafter referred to as the “Company”) and Teamster Local 19, Airline, Aerospace and Allied Employees, Affiliated with the International Brotherhood of Teamsters, (hereafter referred to as the “Union”).

It is agreed between the parties signatory hereto, that the above mentioned Union is, and shall remain, as long as this Agreement is in force, the sole and exclusive Bargaining Representative for all persons working for the Company.  Employees working as guards, office workers, salesmen and supervisory personnel are excepted, as defined by the Labor-Management Relations Act of 1947, as amended.

ARTICLE 1

RECOGNITION AND SCOPE

SECTION A.	Pursuant to the National Labor Relations Board Certification in case no. 16-RC-9293, the Company hereby recognizes the Union as the sole and exclusive Collective Bargaining Agent for all employees described in Article 5 of this Agreement employed by the Company.
SECTION B.	This Agreement shall supersede all previous agreements by and between the Company and the Union or any other organization, or individual with respect to the classifications of employees listed in Article 5 of this Agreement and shall constitute the sole agreement between the Company and the Union.
SECTION C.	Any alteration or modification of this Agreement must be made by and between duly authorized representatives of the parties hereto and must be in writing.
SECTION D.	The Company’s operating regulations, basic rules of conduct affecting the employees and employee responsibilities, as revised from time to time shall be published and provided to the employees covered by this Agreement and the Union will be given a copy of all such rules, responsibilities and regulations.  Employees will be governed by such reasonable rules, responsibilities and regulations and other orders issued by properly designated authorities of the Company which are not in conflict with this Agreement.  The Union shall be provided with a copy of all new rules, regulations, responsibilities, and revisions thereto at least fifteen (15) days prior to their implementation.  The Union shall be entitled to challenge the reasonableness of such rules, regulations and responsibilities in accordance with the provisions of the grievance and arbitration procedure.
SECTION E.	Neither the company nor the Union shall discriminate against any employees because of such employees’ race, color, creed, religion, sex, national origin, age (to the extent prohibited by the Age Discrimination in Employment Act only), or disability (as prohibited by the Americans with Disabilities Act and the Texas Commission on Human Rights).
SECTION F.	Whenever the words “employee” or “employees” are used in this Agreement, they designate only such employees as are covers by

1

this Agreement.  Whenever in this Agreement employees or jobs are referred to in the male gender, it shall be recognized as referring to both male and female.

ARTICLE 2

MANAGEMENT RIGHTS

SECTION A. The Company expressly retains complete and exclusive rights, powers and authority to manage its operations and direct its employees except as the terms of this Agreement specifically limit said rights, powers and authority.  These retained rights, powers and authority include, but are not limited to, the right to determine the methods of producing, selling, marketing, financing and advertising products and services; to determine the prices of products and services; to determine methods, processes, standards, means, schedules and volume of production, operation, fabrication, repair, distribution; to determine product lines and types and distribution of work within the locations, and the methods, processes, services, equipment and materials to be utilized; to establish, continue or discontinue processes, functions, operations and services and/or their performance by employees of the Company; to determine employees’ starting and quitting times and the number of hours per day and per week operations shall be carried on and any employee shall work; to determine the existence, amount or lack of work; to make and enforce reasonable rules for the maintenance of discipline, efficiency, security or safety; to hire, promote, demote, transfer, layoff, recall and terminate employees; to assign and to reassign employees to duties, shifts and hours of work; to discharge, suspend or otherwise discipline employees; to set, enforce and change production standards and methods of production to ensure quality control and the proper and efficient use of the working force and equipment.

2

ARTICLE 3

UNION SECURITY

SECTION A.		Subject to the provisions of the labor management Relations Act 1947, as amended, it shall be a condition of employment hereunder that all employees covered by this Agreement who are members of the Union in good standing on the date of execution of this Agreement who are members of the Union in good standing on the date of execution of this Agreement and all employees covered b this Agreement who became members of the Union in good standing subsequent to the execution date of this Agreement shall remain members in good standing through the term of this Agreement.
SECTION B.	Not withstanding anything to the contrary therein, Section A shall no be applicable if all or any part thereof shall be in conflict with applicable law; provided however, that if all or any part of Section A becomes permissible by virtue of a change in applicable law, whether by legislative or judicial action, the provisions of Section A held valid shall immediately apply.
SECTION C.	During the life of this Agreement the Employer shall deduct initiation fees and regular dues from the paychecks of employees who individually and voluntarily authorize such deductions in writing on the Check Off Authorization form provided by the Union for such deductions.

CHECK OFF AUTHORIZATION

To:  Any employer under contract with Local 19 of the International Brotherhood of Teamsters:

You are hereby authorized and directed to deduct from my wages, commencing with the next payroll period, an amount equivalent to dues and initiation fees as shall be certified by the Secretary/Treasurer of Local 19 and remit same to said Secretary/Treasurer.

This authorization and assignment is voluntarily and in consideration for the cost of representation and collective bargaining and is not contingent upon my present or future membership in the Union.  This authorization and assignment shall be irrevocable for a period of one (1) year from the date of execution or until the termination date of the agreement between the Employer and Local 19, whichever occurs sooner, and from year to year thereafter, unless not less than thirty (30) days and not more than forty- five (45) days prior to the end of any subsequent yearly period I give the Employer and Union written notice of revocation bearing my signature thereto.

The Secretary/Treasurer of Local 19 is authorized to deposit this authorization with any Employer under contract with Local 19 and is further authorized to transfer this authorization to any other Employer under contract with Local 19 in event I should change employment.

DateSignature

The initiation fees and dues amounts authorized in conformance with this Section shall be in consideration for the cost of representation and

3

collective bargaining and is not contingent upon present or future membership in the Union.  Such authorizations shall be binding on the employees for the duration of this Agreement unless the authorization is revoked in accordance with the provision of the Taft Hartley Act of 1947, as amended.  No deductions shall be discontinued until the Employer has verified through the Union that the employee’s request for revocation is timely and proper.  The Union shall certify in writing a list of its new members, together with signed authorization cards and an itemized list of such initiation fees and dues to be deducted from such member’s paychecks.

Dues deductions shall be made from the second paycheck of each month and all initiation fees and dues withheld will be paid over to the proper officers of the Union within ten (10) days thereafter.  The following information will be reported and transmitted with the monthly check off: employee’s social security number, full name, dues rate, rate of pay and status of employment.

SECTION D.		The Union agrees that it shall indemnify the Company and hold the Company harmless from any and all claims which may be made by the employee against the Company by virtue of the wrongful application or misapplication of any of the terms of this Article.
SECTION E.	The Union agrees that written notice shall be given to the company at least thirty (30) days before the Company is required to remove such employee from his employment by reason of his failure to maintain his membership in good standing in the Union in accordance with Section A. of this Article.
SECTION F.	The Company will make available to the Union lists of new hires, terminations, layoffs, or recalls of employees covered by this Agreement.  Such lists will be prepared weekly and will show the name, hire date, termination date, layoff date and recall date of such employees who were hired, terminated, laid off and recalled during the week for which the list is prepared.  At the end of each month, the Company will proved the Union with a complete written list of names of all Bargaining Unit Employees including their Social Security number, classification, shift, department, and rate of pay.  Upon request, the Company will provide the Union with a current mailing list of all plant employees.  The list provided for in this Section will be mailed to the Local 19 Union office.
SECTION G.	It shall be the responsibility of any employee who is a member of the Union and is not on a dues deduction program to keep his membership current by direct payment of monthly dues to the Union.
SECTION H.	Should a deduction be missed, or in the event an insufficient amount is deducted, it is the employee’s responsibility to make the proper adjustment with the Union.
SECTION I.	Each employee must contact the Union to obtain a withdrawal card from the Union when leaving the job for any of the following reasons:

Leaves of Absence

Layoff

Military duty

Retiring

Resigning

Unpaid Sick Leave

Suspension

Should the employee fail to contact the Union to obtain and turn in a withdrawal card into the Union he or she will be held responsible for making payments of missed dues deductions to the Union.

4

ARTICLE 4

UNION REPRESENTATION

SECTION A.	The Company agrees to admit to its facilities the officially designated representatives of the Union to transact business as is necessary for the administration of this Agreement.  Such Union Representatives agree to make their presence known to the Plant Manager, or his designee, upon arrival at the Company facility.
SECTION B.	The Union shall select business representatives and shall notify the Company of their appointment or removal.  The Company shall notify the Union of the appropriate Company representative hereunder.
SECTION C.	The Union shall elect or appoint Shop Steward (s), Chief Steward (s) and alternate Steward (s) as required by the Union, to conduct the Union business and shall notify the Company in writing within seven (7) calendar days of the election, appointment or removal of such Stewards.
SECTION D.	When it becomes necessary for a Shop Steward and/or any involved employee to engage in Union business, including the investigation and/or processing of a potential grievance, such Steward and/or involved employee will be permitted reasonable time to conduct such Union business provided the Steward and/or employee involved, notifies his respective supervisor prior to engaging in such Union Business.  Any Shop Steward who, as a result of conducting Union business, enters another Department, will notify the Supervisors in charge of his presence.  All time spent during regular working hours excluding break and lunch periods by a Shop Steward and/or other involved employee conducting Union Business in accordance with this Section shall be on Company time without loss of pay and shall be considered time worked for all purposes.
SECTION E.	Upon forty-eight (48) hours notification by the Union Business Representative, the Company will grant to any employee unpaid time off to perform Union Business off the Company property.  Such time off the property shall not be for the purpose of engaging in a concerted activity against the company and the Union agrees to cooperate with the Company to avoid any negative impact on Company production as a result of the use of this Section.
SECTION F.	Any employee who is questioned by any Company Representative where disciplinary action could result, will be permitted to obtain a Shop Steward to represent him during such discussion.  The Company will advise the employee of the nature of any such discussion prior to the commencement of such discussion.
SECTION G.	The Chief Shop Steward and Alternate Chief Steward will at all times be assigned to the shift and days off requested by the Union.
SECTION H.	No employee covered by this Agreement will be interfered with, restrained, coerced, harassed or discriminated against by the Union, by the company, or by their officers or agents, because of membership or non-membership in or lawful activity of the Union.

ARTICLE 5

CLASSIFICATIONS AND DEPARTMENTS

SECTION A.

All employees currently covered by this Agreement shall be recognized as being in a classification and department listed in this Agreement.

SECTION B.

If the Company establishes a new job classification within the bargaining unit during the term of this Agreement, the Company shall initially set the rate of pay for such new job classification.  The Company will notify the Union of any new classifications.  If the Union is not satisfied with the rate of pay established by the Company, it shall have the right within ten (10) days after the establishment of such new classification to file a grievance pursuant to Article 13 of this Agreement.  If the grievance proceeds to arbitration, the Arbitrator shall have jurisdiction to determine only whether or not the rate of pay established for such new job classification bears a fair relationship to the other rates of pay set forth in this Agreement, and if not, what rate of pay would bear such relationship.

5

SECTION C. The filling of temporary and permanent job vacancies in any classification and department will be accomplished in accordance with Article 11.  The filling of shift vacancies within a classification and department will be accomplished in accordance with Article 8.

6

SECTION D. The current job classifications covered by this Agreement are as follows:

Crew Leader

Journeyman Maintenance Mechanic

Journeyman Maintenance (Certified)

Master Maintenance Technician

Journeyman Die Repair

Journeyman Die Repair “A”

Master Die Repair Technician

Quality Assurance Technician

Anodizing Welder

Press Operator

Painter

Lab Technician

Crane Operator

Water Treatment Operator

Die Header

Die Repair Trainee

Saw Operator

Shipping/Receiving Clerk

Maintenance B/Helper

Lift Truck Operator

Fabricator

Head Stretcher

Assistant Painter

Die Runner

Ticket Writer

Janitor

Material Handler

SECTION E. The current departments to which employees in the classifications listed in Section D may be assigned are as follows:

1.Anodizing and Water Treatment Department

2.Extrusion Department

3.Painting Department

4.Packing Department

5.Tooling Department

6.Maintenance Department

7.Shipping and Receiving Department

8.Fabrication Department

9.Fill and Debridge

7

ARTICLE 6

HOURS OF SERVICE

SECTION A. A regular shift shall consist of either:

1.Eight (8) consecutive hours either inclusive or exclusive of meal period as described in Section H of this Article and inclusive of two (2) ten (10) minute paid rest breaks or:

2.Ten (10) consecutive hours either inclusive or exclusive of a meal period as described in Section H of this Article and inclusive of two (2) ten (10) minute paid rest breaks.

3.Authorized hours worked shall be paid to the nearest quarter hour.

SECTION B. A regular work week shall consist of either:

1.Five (5) consecutive work days, Monday thought Friday for those employees whose regular shift consists of eight (8) consecutive hours or:

2.Four (4) consecutive work days, Monday through Friday for those employees whose regular shift consists of ten (10) consecutive hours.

3.The employees work week commences at the conclusion of his regularly scheduled days off.

SECTION C.

1. The first shift shall start no earlier than 5:00 a.m. and no later than 8:00 a.m.

2. The second shift shall start no earlier than 1:00 p.m. and no later than 4:00 p.m.

3. The third shift shall start no earlier than 9:00 p.m. and no later than 11:00 p.m.

SECTION D.

		1. Provided they are available at the regular starting time, employees ordered to work for whom no work is provided shall receive a minimum of four (4) hours pay.  However, if the employee, with approval, elects to leave prior to the completion of the assigned work, he shall only be paid for the actual time worked.
		2. In carrying out the above, employees shall be considered as having been scheduled to work if the Supervisor, Plant Manager, or the person in charge of the operation fails to notify such employees not to report by the end of the shift on the previous work day.
		3. There will be no obligation for the Company to pay the minimum referred to in this Article in the event of storms, floods, fire, equipment or utility failures, shortage of materials, bomb threats or any other similar occurrences.
SECTION E.	The Company may at any time institute, discontinue or reinstate in any Department a four (4) day work week with ten (10) consecutive hours of work per day in accordance with Section A and B of this Article.  The union or employee will be given a two (2) week notice prior to implementation.
SECTION F.	There will be no more than one (1) starting time per classification and department on each shift without joint agreement between the Union and the Company.  The Company may, however, change a shift starting time for all employees in a particular classification and department, writing the limitations and parameters set forth in this Article when operational requirements necessitate such change, provided the effected employees are given written notice of the change as soon as the Company is aware of the operational requirements necessitating such change and at least fifteen (15) hours prior to the beginning of the new starting time.

8

SECTION G.	No employee will be scheduled by the Company to work more than one (1) shift during the same work week.  This provision shall not be interpreted to prohibit an employee from voluntarily working overtime on a shift other than his own.
SECTION H.	All employees will receive either a fifteen (15) minute paid meal period or a thirty (30) minute unpaid meal period approximately at the midpoint of their shift.  In addition, all employees will receive a ten (10) minute paid rest period between their regular starting time and the beginning of their lunch period as well as a ten (10) minute paid rest period at the mid-point between the regularly scheduled completion time of their lunch period and their regular quitting time.  The Company will advise each employee, shift and/or department as to which schedule is applicable to that employee, shift and /or department.  The Company may, however, change the schedule provided the Union and the effected employees are given three (3) calendar days written notice of the change.
SECTION I.	It is understood and agreed that as an economic necessity in unusual or emergency circumstances, the Company may establish shift starting times outside the parameters of Section C of this Article.  It is agreed that the effected employees will be given written notice of the change as soon as the Company is aware of the circumstances necessitating such change and at least fifteen (15) hours prior to the beginning of the new starting time.
SECTION J.	The Company will not hire or utilize any part time employees unless mutually agreed to between the Company and the Union.
SECTION K.	If the Company reduces the normally scheduled work week or the normally scheduled work day for more than two (2) weeks duration (excluding provisions in Section D) in a sixty (60) day period, the Company shall be compelled to lay off those employees with the least seniority in order to insure a five (5) day work week for the remaining employees.  The Company will give the Union and employees at least three (3) calendar days notice of such reduction.

9

ARTICLE 7

OVERTIME

SECTION A.  One and one half (1 ½) times the hourly rate of pay shall be paid as follows:

1.For employees working a work week consisting of five (5) consecutive eight (8) hour days.

a.All time worked in excess of eight (8) hours a day.

b.All time worked on a Saturday if employee has worked in each of the five (5) days of the work week (four (4) hour daily minimum).

c.All hours worked in excess of forty (40) regular hours in the work week if the employee has not worked in each of the five (5) days of the work week.

2.For employees working a work week consisting of four (4) consecutive ten (10) hour days.

a.All time worked in excess of the (10) hours in a day.

b.The first ten (10) hours worked on the employees first regularly scheduled day off if employee has worked in each of the four (4) days of the week (five (5) hours daily minimum).

c.All hours worked in excess of forty (40) regular hours in the work week if employee has not worked in each of the four (4) days of the work week.

SECTION B.  Double the hourly rate of pay shall be paid as follows:

1.  For employees working a work week consisting of five (5) consecutive eight (8) hour days.

a.All time worked on Sunday.

2.  For employees working a work week consisting of four (4) consecutive ten (10) hour days.

b.All time worked on Sunday.

SECTION C.  The following are general provisions for both Sections A and B of this Article:

1.  Employees assigned to the second and third shifts, if any, for the proceeding Friday and/or Saturday shall complete such shift(s) on Saturday and/or Sunday morning at a rate applicable for the proceeding Friday and/or Saturday.  Saturday and Sunday overtime premium pay will be waived in the event the Company adopts a seven-day work schedule for the plant or a portion thereof.

2.  If an employee has not worked a minimum of four (4) hours in each of the days of his scheduled work week, hours worked on Saturday will be counted toward the accumulation of forty (40) straight time hours worked during the work week.

3.  In no event shall hours used in computing overtime eligibility or paying overtime be pyramided or duplicated.

4.  Hours paid but not worked will be counted in determining overtime eligibility.

SECTION D.  For overtime purposes, a day is defined as the twenty-four (24) hour period beginning with the starting time of the employees regular work shift.

SECTION E.  The Company will give employees as much notice as possible of overtime opportunities.  Any employee required to work mandatory overtime during the regular week must be notified by his lunch period on that day (except as provided in Section J).  When an employee is required to work mandatory overtime on a Saturday, he must be notified no later than the end of his regular shift on Thursday.  For other than mandatory overtime, the company may at any time request that an employee worked overtime during the regular week or on Saturday or Sunday.  When so requested, the employee, at his option, may accept

10

or decline the offered work.

SECTION F.  Where applicable, shift differentials and all other premiums shall be included in the hourly rate of pay for overtime purposes.  For purposes of computing overtime pay, paid sick leave, holidays, bereavement leave, vacation, jury service and any other time paid for by the Company or the Union shall be credited as hour worked.

SECTION G.  Employees working overtime either on a regular work day or on a regular day off will be granted lunch and break periods on the same basis as during their regular work shift.

SECTION H.  When an employee is offered overtime work either before or after his regular shift on his regular work day, he will be guaranteed at least two (2) hours of work unless otherwise agreed to between the supervisor and the employee.

SECTION I.  When an employee is offered overtime work on a regularly scheduled day off, he will be guaranteed a half shift of work unless otherwise agreed to between the supervisor and the employee.

SECTION J.  When overtime becomes known after the time periods specified in Section E and is necessitated by unknown circumstances of production, lateness or absentee and there are an insufficient number of qualified volunteers, the overtime will become mandatory hours and the overtime will be assigned in reverse order among the qualified employees currently on shift in the classification and department involved.

No employee will be required to work mandatory overtime in excess of four (4) hours for scheduled overtime or two (2) hours for unknown overtime on any regular work day or twenty (20) hours during any regular work week.

An employee will be excused from working mandatory overtime when such requirement would create a verifiable personal or family hardship.

SECTION K.  Should Saturday and Sunday mandatory overtime be required for more than two (2) weekends in a row, the Sunday of the third (3rd) week will be treated as voluntary overtime.  In the event of a production emergency or equipment breakdown requiring mandatory overtime on that third (3rd) Sunday, the Company will notify the Union as to the necessity of having to waive the voluntary overtime stipulation.  The next Saturday and Sunday will be treated as voluntary overtime.

SECTION L.

1.  There shall be established an overtime list of all employees, by classification, and department assigned on their respective shift.  The employee in each department with the most seniority in his classification being number one on the list, followed thereafter by all the employees assigned on the shift in the order of seniority.  After the original list is established, new hire employees, and employees transferring from another classification or department shall be charged with one more overtime opportunity than that of the highest employee on the respective list.

2.  Starting with the number one employee on the list, each employee will be given the opportunity to work overtime in rotation on their respective shifts, in their respective classifications and departments, provided it shall not be necessary to offer overtime opportunities to employees on vacation, sick leave, jury duty, bereavement leave, leave of absence, or suspension.

3.  Overtime lists shall be maintained and charges made to the employees in overtime opportunities as a need for overtime arises; the employees with the fewest amounts of opportunities shall be afforded the overtime opportunity in their respective “charged” position on the respective overtime list.  In the event an employee declines overtime offers, he shall be charged with having had his opportunity to work overtime.  This will include employees on a leave of absence, on sick leave, vacation, bereavement leave, suspension or on jury duty.

4.  If an employee who is at work and is eligible to work overtime does not receive his overtime work opportunity as entitled by rotation and is thus “bypassed”, the employee shall be given the next available overtime equal to the hours he would have worked had he not been bypassed.  The Company’s liability is

11

limited to the employee bypassed.  The company shall not be required to call employees in order to offer overtime opportunities.  However, all overtime opportunities, which the Company elects to offer the employees by telephone, will be witnessed and initialed by the appropriate Shop Steward or the Chief Steward so they may be recorded as worker or declined.

5.  All overtime lists will remain posted on the Departmental Bulletin Board and will be updated daily (if applicable) in ink.

6.  A specific employee working on an assigned job during his regularly scheduled work may continue working on such job on overtime at the end of his shift for the purposes of completing the job.  In such case, the Company shall not be obligated to offer the overtime work in rotation order provided such job is completed within two (2) hours after the employee’s regular quitting time.  Such employee will be charged with an overtime opportunity.

7.  Maintenance employees will be assigned overtime on the basis of the area in which they are generally assigned.  For example, maintenance employees normally assigned to the Anodizing area shall be considered for the overtime work for maintenance in that area.

12

ARTICLE 8

SHIFT ASSIGNMENTS

SECTION A.Twice each year, in December and June, between the first and fifth, the Company will post a list of all available shift assignments within each classification and department.  The list will remain posted on the bulletin board for a period of not less than twenty (20) calendar days.  Each employee will without delay select the shift desired in his classification and department.  Such selection is to be made by the employee with the greater seniority first, then the next most senior, etc.  The Company will post the new shift assignments by the 1st of the following month, (January and July), to be effective the 2nd Monday thereafter.

SECTION B.An employee who fails to make his shift selection in turn, as provided in Section A of this Article, will be bypassed and will be subsequently assigned to the shift he chooses form the selections that remain available at the time that he notifies the Company that he is ready to make his selection.  If an employee is absent during this time he will be assigned to the shift of his previous selection subject to his seniority.

SECTION C.In the event an employee anticipates that he will be absent during the shift bidding period, he may supply his Supervisor and his Shop Steward with a written listing of his shift preference.  As such employee’s opportunity for this selection arises, he will be awarded the most preferred shift among those he has listed which remain available at the time.  The shift assignments will be effective no later than the 1st day of the calendar month following the shift selection unless mutual agreement is reached between the Company and the Union to extend the period.

SECTION D. No employee who changes shift in accordance with this Article will suffer any loss of regular straight time pay as a result of such shift change.  The Company will also provide such employee with his regular consecutive days off and any overtime due in accordance with Article 7 during transition from one shift to another.

SECTION E.The preceding Sections of this Article will not apply to Crew Leaders and employees of the Maintenance and Tool and Die Departments.  The Company will however consider requests for shift changes among these groups and will try and accommodate the employees.

SECTION F.Irrespective of the provisions contained in this Article, it is understood and agreed that newly hired employees may be assigned to any shift as determined by the Company during the first sixty (60) days of their employment for purposes of training and orientation.

13

ARTICLE 9

SENIORITY

SECTION A.Employees shall be placed on the seniority list only upon completion of the probationary period, at which time the seniority shall date from their most recent date of employment as a full time employee into a position that falls within the scope of the Bargaining Unit.

SECTION B.All newly hired employees will be in a probationary status for a period of sixty (60) calendar days provided they are hired into or promoted into jobs in Grades 6, 5 and 4 (as listed in Appendix 1).  Employees hired into or promoted into jobs in Grades 3, 2, 1 and Grades A and X shall be in probationary status for a period of ninety (90) days.  All probationary periods of time shall be cumulative in the event of layoff or termination and subsequent recall or rehire.  Only those days wherein the employee has been on the active working payroll of the Company shall be deemed as part of the probationary period, employees do not acquire but do accrue seniority and do not have access to the Grievance procedure in the event of discharge or discipline.

SECTION C.An employee shall lose his seniority and his name shall be removed from all seniority lists upon his retirement, resignation or discharge for just cause.  An employee will be considered to have resigned if he so notified the Company or if any of the following conditions exist:

1.He fails to return from an approved leave of absence.

2.He is on layoff and/or leave of absence for a continuous period of one (1) year.

3.He is absent from work for three (3) consecutive work days without notifying the Company of the reason for his absence.

4.He fails while on layoff, upon notice from the Company that he is being indefinitely recalled to report to the company for work within five (5) calendar days of receipt of the recall notice or he fails to notify the Company within forty-eight (48) hours of receipt of the recall notice that he intends to report to work within the aforementioned five (5) day period unless granted an extension of time as provided in Article 12, Section G.

SECTION D.When more than one (1) employee has the same seniority date, the senior employee shall be the employee with the lowest payroll number.

SECTION E.Any employee of the company who holds seniority in the Bargaining Unit and who subsequently accepts a transfer to a position not covered by this Agreement shall have his name removed from all Bargaining Unit seniority lists on the sixtieth (60th) calendar day following his transfer to such position not covered by this Agreement.  During such sixty (60) day grace period such transferring employee will accrue all seniority held in the Bargaining Unit and may return to the Bargaining Unit for any reason.  However, any employee who returns to the Bargaining Unit during the aforementioned sixty

14

(60) day period and subsequently accepts another transfer to the same or any other position not covered by this Agreement will have his name removed from all Bargaining Unit seniority lists on the first (1st) day of such subsequent transfer and he may not thereafter return to the Bargaining Unit except as a new hire employee.  There will be no temporary assignments to non Bargaining Unit positions except by mutual agreement between the Company and the Union.

15

ARTICLE 10

SENIORITY LISTS

SECTION A.The Company shall prepare and post two (2) seniority lists.  One such list will be referred to as the Bargaining Unit Seniority List and it will list all Bargaining Unit employees in the order of their most recent date of hire with the Company in a position covered by this Agreement regardless of what classification or department are assigned to.  The second seniority lost will be referred to as the Classification Seniority List and it will list all Bargaining Unit employees by classification and department as described in Article 5, in the order of their most recent date of hire with the Company in a position covered by the Agreement.

SECTION B.The Company will post current seniority lists during the months of January and July of each year. Prior to the posting of any seniority lists, copies of such lists will first be supplied to the Local Union Business Representative.

SECTION C.All seniority lists shall be final and binding if not justifiable protest is made in writing to the Company within thirty (30) days following the posting and submission to the Union.

ARTICLE 11

VACANCIES

SECTION A.The Company will post all job openings and vacancies when they arise on appropriate bulletin boards next to each employee time clock.  The vacancy will be posted by job classification and shift and will set for the job duties and requirements.  Such postings will remain on the bulletin boards for not less tan seven (7) calendar days.  In the event an employee anticipates that he will be absent during the bid procedure, he may supply his supervisor and his Shop Steward with a written bid.  Vacancies and openings will be filled based on the criteria set forth in Section B herein.  When such positions are filled, the Company will post the bid award on the bulletin board identified above.  (Employees in their probationary period are not eligible to participate in the bid process.)  If no qualified candidates for the position are identified during the bid process, the company may seek applications from outside the workforce to fill the position.

SECTION B.

1.The purpose of the following is to delineate a policy with regard to seniority application at the plant.  In all cases of promotion, layoff or recall within and to a classification, department or the plant, the following factors shall apply:

a.Fitness to perform the job

b.Qualifications and ability

c.Department seniority

d.Plant seniority

When a) and b) are relatively equal, c) and d) will apply.

16

2.For the purposes of administration of this Agreement, the following terms and definitions will be applicable:

a.“Fitness to perform the job” means the physical ability and dexterity to successfully complete the full scope of the work.

b.“Qualification and ability” means demonstrated ability to perform the work.

c.“Departmental seniority” shall mean seniority within a particular department.

d.“Plant seniority” means the amount of continuous service at International Extrusion Corporation/Texas.

e.“Line of progression” is the sequence of jobs through which an employee gains knowledge of departmental procedures and may progress as displayed in Appendix A.

SECTION C.When there are no successful bidders in a department, then the available opening will be filled from bidders in the entire plant.  The Company will select the successful bidder based upon the criterion listed in Section B with preference being given to an individual who is currently classified in the positions listed in the Line of Progression, Appendix A.  The successful bidder for any job vacancy will report to the new job on the agreed to report date.

SECTION D.All employees transferring to a different classification as a result of bidding into a job vacancy shall be given a reasonable trial period not to exceed sixty (60) days.  During the trial period, the company will provide the training and guidance necessary to help the employee learn and perform the job.  In the event that the employee fails to demonstrate satisfactory progress towards learning and performing the job at any time during the sixty (60) day period, a disqualifying letter will be given to such employee.  Such letter will give the reason or reasons for the employee’s removal from the job in question.  At any time after thirty (30) days in the new position but prior to sixty (60) days in the new position an employee may voluntarily disqualify himself from the new position.  In such event the employee will be permitted to return to this previous classification and department.  An employee who is disqualified form a job may not bid on the same job again for a one (1) year period after the date of his disqualification.  Once an employee has completed the qualification period, his name will be permanently added to the seniority list for that classification.

SECTION E.The Company shall have the right to make temporary transfers with regard to seniority for a period of up to thirty (30) days.  Further extensions may be agreed to by the Company and the Union.

SECTION F.The classifications of crew leader, lab technician and quality control technician shall be non-bid positions.  The promotion and/or the demotion from any of these classifications will be the exclusive right of the company and not subject to the grievance and arbitration procedure.  The cause will be explained to the employee and the Union

In the bidding and selection process for Maintenance and Die

17

Repair positions, the successful bidder will have to meet certain minimum requirements and qualifications as will be outlined on the bid sheet.  Any new requirements and qualifications will be furnished to the Union prior to implementation.

SECTION G.The Company does not have to consider the bid of an employee who is on an extended absence or is in a trial or probationary period or who has had two (2) successful bids during the prior twelve (12) months.

SECTION H.All bids will be done on a prescribed triplicate form.  The employee shall retain one copy and forward the other copy to the Personnel Office and the Union.  An employee bidding for more than one (1) vacancy shall indicate the order of preference on each form.  When the Company has selected the employee to fill the vacancy, it shall notify such employee of such award and post on all bulletin boards a bulletin showing the name and seniority date of the employee selected.  Such bulletin shall remain posted for a minimum of seven (7) calendar days.  The Company will provide a list of the awarded bids to the Union prior to implementation.

ARTICLE 12

LAYOFFS, REDUCTIONS AND RECALLS

SECTION A.In the event of a formal general layoff or reduction in force for an extended period, the Company will give seven (7) calendar days written or posted notice of such reduction to employee(s) with the least seniority in classification(s), department(s) or plant where the reductions are to be made.  This formal notice of reduction will serve as notification to all plant employees of an impending layoff or reduction.

SECTION B.An employee upon receiving notification of being affected by a reduction may exercise any seniority rights he has in his own or any other classification, department or the plant to displace any employee junior to him.  In exercising seniority rights, the classifications that an employee has right to must be taken in sequential order.

Any employee displaced as a result of the procedure outlined in Section B by a more senior employee will then become entitled to follow the same procedure as outlined in Section B in exercising his seniority rights.  This procedure will keep repeating itself until such a time as the most junior employees are in position to be laid off.

SECTION C.An employee who is on layoff or who is displaced to another classification as a result of receiving a layoff or reduction notice shall continue to accrue seniority.

SECTION D.Employees on layoff or displacement will be recalled to the highest paid classification in which they hold seniority and in which jobs are available in accordance with their seniority.  On the recall of employees the most senior employee holding seniority in the classification involved shall first be recalled, then the next most senior and so forth.

SECTION E.

1.The Company will advise employees if recalls are to be

18

considered permanent or temporary.

2.The refusal of a temporary recall back to work by an employee shall not jeopardize his right to future permanent recalls.

3.An employee who refuses permanent recall will forfeit all seniority rights in the future and his service with the Company will be terminated.

4.An employee will be paid the rate of pay as outlined in Appendix 1 of the classification to which he is called back, or the rate of pay he was making prior to the time of layoff, whichever is the higher of the two.

SECTION F.The Company will strive to meet the notice requirement stipulated in Section A since it is designed to provide some degree of advanced warning to those employees who are scheduled to be laid off and become unemployed through no fault of their own.  However, there shall be no financial penalties attached for the failure to meet the notice requirement.  The notice requirements do not apply where there are only internal increases or decreases in the number of employees in a given classification or department because of fluctuations in business or scheduling and no layoffs are to occur.

SECTION G.In the restoration of forces, the company is to mail a certified or registered notice of such opening to the laid off employees entitled thereto, giving such employees not more than forty-eight (48) hours from receipt or refusal of notice to notify the Company as to whether or not he intends to return to the services of the Company.  Such employees shall actually report for work no later than five (5) calendar days from receipt of notice from the Company to report for work, but he will be granted a reasonable extension of time upon written notice requesting such if it is necessary due to employment elsewhere.

SECTION H.All notices required to be sent under this Article shall be sent in writing at the last address filed by the employee in writing with the Company.  Each laid off employee shall thereafter promptly advise the company and the Union, in writing, of any change in address and will receive a receipt of said notification.  There shall be no obligation on the part of the Company to recall an employee who fails to keep his current mailing address on file with the Company as herein provided.

SECTION I.The Company and the Union will meet and review lay off, reduction and recall lists before the effective dates to insure the placement of employees is correct.  Should an inadvertent incorrect assignment be made, the employee has no claim against the Company and/or the Union.  The employee will, however, be moved to the correct assignment as soon as possible.

SECTION J.Should a formal general lay off be as a result of any reason listed in Article 6, Section d, the seven (7) calendar day notice period will be waived.

SECTION K.An employee shall have the right to have the Company hold all unused vacation and unused sick pay while on layoff.

SECTION L.Employee in the classifications and/or departments affected by a reduction in force but who are not involved in the layoff or reduction in force shall be allowed two business days after the notice of the reduction to submit bids to the Company requesting a volunteer layoff.  The requested voluntary layoffs will be granted in seniority order and the employees who are laid off will be placed on layoff status on the posted date of

19

the reduction in force for the duration of the reduction in force.

In no event will voluntary layoff request be honored, if in the opinion of the Company, it would reduce the number of qualified employees so as to cause operational difficulties.

ARTICLE 13

GRIEVANCE PROCEDURE

SECTION A.A grievance is hereby defined as a claim against the Company by an employee, a group of employees or the Union involving the interpretation of application of this agreement and/or the discharge or discipline of any covered employee.

SECTION B.Except for grievances involving discharge all other grievances will be processed as follows:

1.VERBAL DISCUSSION

The employee will first present his complaint verbally to his immediate Supervisor for discussion and possible solution within seven (7) calendar days from the date that the employee has knowledge of the incident upon which the complaint is based. Such discussion will take place on Company property during the employee’s regular working hours with no loss of pay to any of the discussion participants.  All time spent in such discussion will be considered time worked for all pay purposes. If the discussion between the Supervisor and the employee does not resolve the problem, the Supervisor will provide the employee with a note stating they were unable to resolve the matter and the employee may proceed to the 1st Step Written Grievance as set for forth below. Settlements made in the verbal discussion stage shall not constitute a precedent.

2.1ST STEP WRITTEN GRIEVANCE

In the event the complaint is not resolved through the verbal discussion, the employee or his representative may file a first step written grievance by filling out a standard grievance form supplied by the Union. The written grievance will be presented to the Plant Manager or his designee, within seven (7) calendar days after receipt of the Supervisors note stating they were unable to resolve the matter. The Plant Manager will answer all First Step Grievances in writing within seven (7) calendar days following the receipt of the written grievance.  Such written answer will be addressed to the grievant with a copy to the Chief Shop Steward.  1st Step Written Grievances shall not constitute a precedent.

3.2ND STEP WRITTEN GRIEVANCE

If the decision of the Plant Manager is not satisfactory, the Union may appeal the grievance to the Operations Manager by mailing or presenting a written letter of appeal to the Operations Manager within fourteen (14) calendar days after the Chief Steward’s receipt of the Plant Manager’s written decision.  The Operations Manager will on a monthly basis, meet either the Union Representative or the Chief Steward in an attempt to settle all grievances that have been appealed to the 2nd step.

During such monthly grievance meetings the Company and the Union may appeal the right to call other employees, steward or

20

supervisors into such meetings for the purpose of assisting in the determination of facts and the settlement of the pending grievance.  All time spent by employees of the company during their regular work time in the monthly grievance meeting will be without loss of pay and will be considered time worked for all pay purposes.  The monthly meetings will be held on Company property unless the parties mutually agree to a different location.  The date and time of each monthly meeting will be mutually agreed to in advance.  In the event there is no 2nd Step Grievance to discuss, the parties may dispense with the meeting for that month or they may meet to discuss other potential or actual problems. The Operations Manager will answer all 2nd Step Grievances in writing within seven (7) calendar days following the monthly meeting. The written answer(s) will reflect the settlement of the grievance(s) agreed to during the monthly meeting.  Such written answer(s) will be addressed to the grievant with a copy to the Union Business Agent.

SECTION C.DISCHARGE PROCEDURES

In those instances where the Company discharge a non-probationary employee for other than attendance infractions, such action will not be impose until a fact finding meeting is held between the Plant Manager, the employee, and at the Union’s discretion, the Business Representative and/or Chief Steward. Such meetings will be held within three (3) work days of the date of the Company’s written notice of its intent to take disciplinary action. The meeting will be held at a time mutual agreed to by the Union and the Company. The purpose of such meeting is to determine all pertinent facts prior to reaching a final decision. The Plant Manager will, within three (3) calendar days after such meeting, render a decision in writing to the employee and his Union Representative giving the precise reasons for the decision rendered. In the event the Plant Manager’s decision is unsatisfactory employee may file a written grievance directly to the Plant Manager within seven (7) calendar days by presenting or mailing such grievance to the Plant Manager.  The Union Representative, the Plant Manager and the grievant will meet within fourteen (14) calendar days to settle the grievance.  After such meeting a decision will be rendered unless mutually agreed to extend.

SECTION DWithin fourteen (14) calendar days after the receipt of the written decision of the Plant Manager, the Union Representative may appeal any unresolved grievance to arbitration by serving a written notice upon the Plant Manager of its intention to do so.  Such arbitration shall thereafter be processed in accordance with Article 14 Arbitration Procedure.

SECTION E.By written mutual agreement between the Company and the Union Business Agent, any of the procedures and/or time limits that appear in this Article may be waived.

SECTION F.The Company recognizes the right of the Union to file a Group Grievance on behalf of the Bargaining Unit as a whole or individual Bargaining Unit members who are affected by a common issue, disciplinary action or discharge.

SECTION G.Failure on the part of the Company to issue its decision within the time limits stipulated or failure on the part of the employee or the Union to process an appeal within the time limits stipulated shall constitute a waiver of the party’s position unless an extension of time has been mutually agreed

21

to in writing.  The date of receipt by the Company or the Union and/or the dated confirmation of fax transmission will be proof of receipt.

SECTION H.No employee will be warned, disciplined or discharged without just cause.  Progressive discipline as provided in the Company’s General Work Rules and regulations and as agreed to by the Union will be used for proven rule infractions that occur within a twelve (12) month period.

22

ARTICLE 14

ARBITRATION PROCEDURE

SECTION A.Within ten (10) calendar days after the receipt of the notice of the intent to submit the unsettled grievance to arbitration, the parties shall attempt to mutually select an impartial arbitrator.  If the parties are unable to agree on an Arbitrator within such period, the Union shall request the Federal Mediation and Conciliation Service to submit a list of seven (7) persons qualified to act as the impartial Arbitrator.  A Representative of the Company and a Representative of the Union shall meet within five (5) days of the receipt of the list and shall alternately strike three (3) names from the list, the party to strike first to be selected by lot.  The seventh (7th) remaining man shall thereupon be selected as the impartial Arbitrator.

SECTION B.The parties shall enter into a submission agreement which shall clearly state the arbitrable issue or issues to be decided by the Arbitrator, the submission shall contain the written grievance and the Company’s disposition of the same with notation that the parties could not agree upon a submission agreement.  Either party may also submit its proposed version of the arbitrable issue to be decided by the Arbitrator.

SECTION C.During the hearing each party shall have full opportunity to present evidence and argument, both oral and documentary.  The impartial Arbitrator will render his findings and award in writing within thirty (30) calendar days after the conclusion of the hearing or after receipt of formal brief.  The decision of the impartial Arbitrator shall be final and binding.  The impartial Arbitrator shall have no authority to modify, amend, revise, add to or subtract from any of the terms or conditions of this Agreement.

SECTION D.All arbitration hearings will be held alternately at the Company’s Waxahachie facility and the Union’s Grapevine Office unless a different arrangement is mutually agreed to by the parties.

SECTION E.

1.Each of the parties hereto shall assume all of their expenses in presentation of their cases including compensation, traveling expenses and other expenses of its witnesses called or summoned by it and each of the parties shall assume one half (1/2) of the expenses of the arbitrator.  It is understood that if an employee assigned to the swing or graveyard shift is absent from work on his next regularly scheduled shift which begins on the calendar day he attends an arbitration hearing, such absence will be deemed an absence from work to participate in the arbitration proceeding.

2.If a stenographic transcript is made of the arbitration proceeding, the party making the request shall bear its expense, unless the request is made by the arbitrator, in which case the cost of the transcript will be shared equally by the Company and the Union.  In the event the party not requesting the transcript decides at the hearing or later to obtain a copy, the entire cost of the reporting and transcribing of the transcript shall be shared equally by the Company and the Union.

23

ARTICLE 15

HOLIDAYS

SECTION A.The following holidays shall be recognized:

Memorial Day

Fourth of July

Labor Day

Thanksgiving Day

Friday After Thanksgiving Day

Day Before or Day After Christmas Day

Christmas Day

Day Before or Day After New Year’s Day

New Year’s Day

Employee’s Employment Anniversary Day

Employee’s Birthday

SECTION B.An employee who has completed his probationary period prior to a recognized holiday and has worked his last scheduled work day prior to the holiday and his next scheduled work day after the holiday, shall receive eight (8) hours holiday pay at his normal straight time hourly rate.  Where a recognized holiday falls on a Saturday or Sunday, it will usually be celebrated on Friday or Monday.  In the absence of prior management approval or written medical verification, employees must work the full eight (8) hour shift on both the preceding and following work days in order to receive holiday pay.

SECTION C.If an employee works on a recognized Holiday, he will receive two (2) times the hourly rate of pay for all hours worked plus holiday pay.  Such hourly rate for time worked shall be inclusive of shift differentials and all other applicable premiums.

SECTION D.The Anniversary Day holiday and the Employee Birthday holiday will be credited to each eligible employee on each anniversary date of employment and each birth date.  They must be taken during the next twelve (12) months at a time of the employee’s choice.

A new hire employee will not be entitled to an Anniversary holiday or Birthday holiday until he has completed one (1) year of employment with the Company.

The Anniversary holiday or Birthday holiday may be taken with vacation time provided they are bid at the time the employee bids his vacation.  Either of these holidays not bid in conjunction with vacation will be selected as provided in paragraph 5 & 6 of this Section.

The Anniversary holiday or Birthday holiday will not be granted on other recognized holidays.

Requests for the Anniversary holiday or Birthday holiday will be granted on a first come first served basis in seniority order among all employees in the classification and department.  Requests for either holiday must be made not less than seven (7) days nor more than thirty (30) days in advance of the requested date.  The requested holiday will be granted in writing immediately provided the allotted number of employees as provided in Paragraph 6 of this Section have not already been granted an Anniversary or Birthday holiday on the date in question.

24

In classification and departments of less than ten (10) employees, at lease one (1) employee will be permitted to take an Anniversary or Birthday holiday on any day of the year except as provided in Section D.  Where there are ten (10) or more employees will be permitted to take an Anniversary or Birthday holiday on any day of the year except as provided in Section D.

SECTION E.A holiday shall be recognized as the twenty-four (24) hour period beginning with the employee’s regularly scheduled starting time unless the Union and the Company mutually agree to a different arrangement.

SECTION F.In the event that any recognized holiday, excluding the Anniversary or Birthday holiday, falls during an employee’s vacation, such vacation shall be extended and additional day of paid vacation for each such holiday.

SECTION G.In the event the Company requires employees to work on a holiday, the Company will first seek volunteers to work in seniority order, among the employees in the classification and department on the shift affected.  In the event there are insufficient volunteers, the Company may offer the holiday work to employees on another shift, classification and/or department.  In the event there are still insufficient volunteers to work on the holiday, the Company may assign additional employees to work in reverse seniority order among the employees in the applicable classification and department on the applicable shift.  Such holiday work must be assigned at least seven (7) calendar days prior to the holiday.

25

ARTICLE 16

VACATIONS

SECTION A.Each employee who has completed at least one (1) year of continuous employment with the Company shall, following his first anniversary of employment date, and following each anniversary date thereafter, be entitled to receive vacation with pay in accordance with the following schedule:

YEARS OF CONTINUOUS	VACATION
SERVICE COMPLETED	TIME PAID
1 year	1 week
2 years	2 weeks
8 years	3 weeks
15 years	4 weeks

SECTION B.Vacation pay for one (1) week shall be computed at forty (40) times the employee’s straight time hourly rate just prior to the receiving the vacation check, and vacation pay for one day shall be computed at eight (8) times such straight time hourly rate.

SECTION C.Each employee shall be considered as having a year’s continuous employment each completed year starting from his last anniversary date in which he has worked at least fourteen hundred and forty (1,440) straight time hours.

SECTION D.An employee who has worked less than fourteen hundred and forty (1,440) hours during his anniversary year will have his vacation adjusted by one twelfth (1/12) of one, two, three or four weeks vacation pay for each month the employee did not work one hundred and twenty (120) straight time hours.

SECTION E.

1.An employee who terminates or terminated after he has completed twelve (12) months or more of continuous service with the Company shall be granted one-twelfth (1/12) of two, three or four weeks vacation pay, whichever applies, for each month of service since his last anniversary date in which month he has completed 120 straight time hours.  An employee who has not completed the aforementioned twelve (12) months of service will not be eligible for any vacation payment.

2.An employee who has completed one (1) year or more of active service and is granted as leave of absence in excess of thirty (30) days may elect to receive vacation pay in lieu of vacation which has been accrued and/or earned but not taken.

3.An employee recalled from layoff or returning from a leave of absence in excess of thirty (30) days, who has already been paid for his earned and/or accrued vacation, will be permitted to take such vacation time without pay provided that the scheduled time for such vacation has not already passed.  While such employee is off, he will be considered on vacation.

SECTION F.Vacations shall not be cumulative and must be taken within the twelve (12) month period when due.  All employees shall receive their vacation pay of the regular pay days when is due, regardless of when the employees anniversary date occurs.  If the Company consents, the employee may elect not to take his vacation, in which case he will receive pay in lieu thereof.

26

SECTION G.In the event that any of the holidays excluding Anniversary Holiday and Birthday Holiday after January 1, 1995, provided in this Agreement should occur during an employee’s vacation, such vacation shall be extended an additional day of paid vacation for each such holiday(s).

SECTION H.Vacation scheduling will be set up by the eligible employee with the department and supervisor he is reporting to.  The Company, in scheduling vacations, will without interfering with efficient operations, consider the wishes of the employees.  In the event of a conflict in vacation schedules, recognition shall be given to seniority

SECTION I.In classifications and departments of less than ten (10) employees a minimum of one (1) employee per shift will be allowed on vacation on the same day.  In classifications and departments of ten (10) or more employees a minimum of ten percent (10%) of the employees on each shift will be allowed on vacation on the same day.  No day of the year shall be blocked out, except inventory dates.  The minimum numbers and percentages provided in this Section will not apply when they would provide an operational hardship.

SECTION J.Those employees who terminate or have been terminated or laid off and who have less than twelve (12) months continuous service will not be eligible for any vacation payment.

SECTION K.All employees will be permitted to split their vacations into unlimited forty (40) hours increments provided that an employee who splits his vacation into two (2) parts will be permitted a choice for the second period in seniority order from the periods available after all employees have made their first selection.  Al vacation splits in excess of two (2) will be bid at the same time and will be awarded in seniority order.  Employees may use earned individual vacation days for accomplishing necessary personal business, provided prior Company approval is obtained.

SECTION L.An employee’s vacation will commence in conjunction with his regularly scheduled days off and once scheduled an employees vacation will not be changed without his agreement.  In the event the employee’s days off change after he has been assigned a vacation period, the vacation period will be adjusted to correspond to the employees new days off.

SECTION M.After the posting of the vacation schedules each year, employees who have been assigned a vacation and wish to change it may do so by making such request in writing at least seven (7) calendar days prior to the first day of the desired vacation period.  Such requests to change vacation periods must be honored only if there is an open vacation slot as described in Section I, during the time period requested.

27

ARTICLE 17

SICK PAY

SECTION A.All employees covered by this Agreement and who have worked for the company one (1) year shall commence to accumulate up to three (3) days sick pay at a rate of ..0129 per straight time hour worked to a maximum of twenty-four (24) hours.

All employees covered by this Agreement and who have worked for the Company two (2) years shall commence to accumulate up to four (4) days sick pay at a rate of .0173 per straight time hour worked to a maximum of thirty-two (32) hours.

All employees covered by this Agreement and who have worked for the Company three (3) years shall commence to accumulate up to five (5) days sick pay at a rate of .0216 per straight time hour worked to a maximum of forty (40) hours.

SECTION B.Sick leave pay will be accrued in equal weekly increments throughout the year for any week the employee had worked a major portion thereof, and may not be taken faster than accumulated.

SECTION C.A day of sick leave pay shall be a full days pay at the employee’s regular straight time hourly rate of pay.  In the event of illness or injury which causes an employee to be absent for less than a full day, such employee shall receive sick pay for those hours that he is absent for less than a full day, such employee shall receive sick pay for those hours that he is absent and his account will be debited only in the amount paid.

SECTION D.An employee injured in the performance of his work who is sent to a doctor during this regular shift shall suffer no loss in his regular straight time pay and his sick pay account will not be debited for the day.  The employee may however use any accrued sick pay during the statutory waiting period.

SECTION E.

1.Each employee shall have the option of receiving, on the pay day following the employee’s anniversary of each year, one (1) hour of regular straight time pay for each hour of unused sick pay that has accumulated in his/her account during the previous twelve (12) calendar months to a maximum of that which is accrued.

2.If the employee does not elect to receive payment of accumulated and unused accrued sick leave eligibility then the hours shall be carried forward into the next anniversary year.  Such hours shall only be carried forward from the anniversary year ending into the next anniversary year.  The employee shall request roll-over at least two weeks before the employee’s anniversary date.

3.The total accrued unused sick leave hours must be paid out or rolled over into the next anniversary year; there shall be no apportionment of hours between the two options.

SECTION F.Any employee who has completed at least one (1) year of service with the Company and voluntarily terminates

SECTION G.Employees will be counseled, warned, disciplined or discharged

28

for absences from work as described in the General Absentee Policy which appears in Appendix C of this Agreement.  Such warnings, discipline and/or discharge will occur only when the employee’s absenteeism or tardiness is excessive as defined therein.

ARTICLE 18

LEAVES OF ABSENCE

SECTION A.PERSONAL LEAVE OF ABSENCE

1.Upon written application from an employee, the Company may grant a personal leave of absence without pay, not to exceed thirty (30) days in duration.  The employee may be granted extensions of such personal leave if approved by the Company and the Union.  An employee may not be employed while on a personal leave of absence.  Seniority shall continue to be accrued during the period of any personal leave of absence.

2.An employee who requests to return to work from his “personal” leave of absence will be returned to his former department shift and classification, unless he has been displaced by a more senior employee in which case he may exercise his seniority in accordance with Article 12.

3.Wage progression and benefit accrual shall not be affected during the first fifteen (15) days of a “personal leave of absence”.

SECTION B.MEDICAL LEAVE OF ABSENCE

1.The Company will, upon written application, accompanied with a written statement from the employee’s physician confirming the need, grant a “medical leave of absence” without pay, not to exceed ninety (90) days for illness or injury that prevents an employee from working.  Such leave will be extended for additional thirty (30) day periods to a maximum of one (1) year provided the employee is able to substantiate his continued inability to work.  Once the employee is released by his doctor to perform his normal job functions, he shall return to work at the Company.

2.Seniority while on a medical leave of absence shall accrue for the entire period of such medical leave of absence.  Upon return from medical leave of absence, the employee shall be assigned to his former department, classification, shift and days off unless a more senior employee has displaced him in which case he will exercise his seniority in accordance with Article 12.  No employee shall be considered ready to return to work unless such employee is medically released to perform his normal job function.  Wage progression and benefit accrual shall not be affected

29

during the first two (2) weeks of medical leave of absence.

3.An employee shall exhaust all sick leave not previously taken during any medical leave.  An employee may if he chooses, exhaust all vacation time he has not taken.

4.Consistent with applicable law, the Company at its sole expense has the right to request employees who seek medical leaves of absence to see a Company physician and/or obtain an independent medical examination to confirm the need for leave.

SECTION C.A request for leave of absence by an employee must be made in writing prior to such leave being granted by the Company.  All leaves granted by the Company will be granted in writing.  An employee must submit the medical documentation to support a leave request within seventy-two (72) hours of the start of the leave or the leave will be denied retroactively and any absences for the interim period will not be approved or excused.

SECTION D.No leave will be granted under this Article to work elsewhere, unless agreed to otherwise by the Company and the Union.  Unless agreed to otherwise by the Company and the Union, any employee working elsewhere while on a leave granted within this Article will be subject to termination.

SECTION E.In order to maintain medical and/or dental coverage during the first ninety (90) days of any leave of absence, the employee must make self-payments to the Company of an amount equal to the normal weekly employee contribution.  After the ninety (90) day period the employee may elect the COBRA option.

SECTION F.The provisions of this Article will be modified where necessary to conform to the provisions of the Family Leave Act.

30

ARTICLE 19

BEREAVEMENT PAY

SECTION A.In instances of the death of a member of the immediate family of any employee, the Company will, where requested, grant a paid bereavement leave of absence not to exceed three (3) work days provided he attends the funeral.  In addition to the three (3) days paid bereavement leave, the employee will, upon request, be granted a personal leave of absence without pay and in accordance with Article 18 in order to extend his absence from work.

SECTION B.In the event of a serious illness or the impending death of a member of an employee’s immediate family, the employee may request a personal leave of absence without pay in accordance with Article 18.

SECTION C.The term “immediate family” as used in this Article is defined as consisting of the following: spouse, children (natural, step or adopted), mother, father, stepparents, father-in-law, mother-in-law, brother, sister and grandparents of the employee.  One (1) day will be granted for grandchildren and the grandparents of spouse.  One (1) day of unpaid leave will be granted for aunt, brother-in-law and sister-in-law.

SECTION D.At the request of the Company, the employee shall furnish verification of his legitimate absence in accordance with the provisions of this Article.

ARTICLE 20

JURY DUTY PAY

SECTION A.An employee called for jury duty shall be entitled to the difference between his jury duty pay for each day of jury duty and eight (8) times his straight time hourly rate of pay in effect a the time he is called to serve.  Expense money received by the employee as a result of jury duty service shall not be included when calculating the above difference.

SECTION B.Jury duty differential pay shall be given for each day of actual jury duty service, not to exceed in the aggregate ten (10) days during any twelve (12) month period for any employee.

SECTION C.In order to be eligible for payment, an employee must notify Human Resources within twenty-four (24) hours of receipt of the notice of selection for jury duty and must furnish a written statement from the appropriate public official showing the date and time served and amount of jury pay received.

SECTION D.The provisions of this subsection shall not apply in cases during which the employee is not scheduled to work, including vacation periods, authorized leaves of absence, layoffs, Saturdays or Sundays, nor instances where the employee has volunteered for jury duty.

SECTION E.The Company may at its discretion, if the need of the operation so indicates, elect to petition the Court to release the

31

employee from jury duty.  If the Court does release the employee from jury duty, the above provision for jury pay becomes inapplicable.

ARTICLE 21

MILITARY LEAVE

SECTION A.An employee entering military service will be placed on military leave of absence in accordance with the provisions of the appropriate Federal Statues.

SECTION B.An employee who is a member of a military reserve unit and who is required to participate in “active duty for training” or “inactive duty for training” shall be granted military leaves of absence without pay for the periods of such training assignments.  Employees who must perform “inactive duty training” once a month on specified days other than their regularly scheduled days off will be granted the military leaves of absence provided herein for the calendar days when such training takes place, regardless of what shift such employees are regularly assigned to.

SECTION C.Any employee applying for leave under this Article will give the Company at least five (5) working days notice prior to reporting date, if possible.

SECTION D.A leave of absence for this purpose shall not affect an employee’s vacation, seniority or longevity rights.

ARTICLE 22

MEDICAL AND OTHER INSURANCE

SECTION A.The Company shall provide medical, dental, life and temporary disability coverage as described in the Group Insurance booklets, or in the Company’s determination, substantially equivalent benefits, to regular full-time employees effective the first of the month following sixty (60) days from the date of hire.

SECTION B.To be eligible for this benefit plan an employee must have completed the prescribed waiting period.  Coverage under the benefit plan will be terminated the last day of the month during which employment terminates, providing that the employee pays their share of the premium for the entire month.  Provisions of COBRA will apply to the medical and dental coverage of the insurance for continuous purposes.

SECTION C.The current cost to the employee for particular coverage is outlined in Appendix B.

SECTION D.Any future increase in Plan costs for medical insurance during the term of this Agreement will be shared 60% by the Company and 40% by the employee.  Any increase for dental insurance or short-term disability insurance will be paid solely by the employee.

SECTION E.Any employee who is absent and does not receive their normal

32

paycheck will be responsible for making their insurance deduction payments or the Company, at it option, may take the required missed deductions for the employee’s check after their return to work.

ARTICLE 23

WAGE RULES

SECTION A.The wage rates are set forth in Appendix 1.  The job classifications and pay grades are set forth in Article 5 and Appendix 1.  An employee will proceed in the wage schedule in accordance with his length of time in the applicable pay grade.

SECTION B.All employees will be paid once a week on Friday for the day and graveyard shift and on Thursday for the swing shift during the regular working hours.  The payment on such pay days shall include all wages due for the one (1) week period through the preceding Saturday.  Paychecks will contain an itemized statement showing hourly rate of pay, regular hours worked, overtime hours worked, an explanation of all deductions and the total amount of earnings and taxes paid for the current year.  In the event a recognized holiday falls on a regular pay day, the Company will ensure that paychecks are prepared and distributed on the work day prior to such holiday.

SECTION C.No money will be withheld from an employee’s paycheck without prior notice.  In the event of an over-payment of wages, the Company may recover such over-payments only if the proper paycheck deductions as described in this Section begin within thirty (30) days after the over-payment.  When there is a shortage of pay on an employee paycheck, the Company will issue a supplemental paycheck to cover the shortage within three (3) business days after it is reported by the employee, provided the employee reports the shortage within thirty (30) days after it occurs.

SECTION D.The wage rates set forth in Appendix 1 are minimum rates only.  The Company may hire new employees at any rate and the employee shall thereafter progress in accordance with the wage progression schedule from that point and at the time intervals set therein.

SECTION E.If an employee is promoted to a job classification with a higher hourly rate of pay at the thereafter step of progression scale, such employee will receive the minimum rate of pay for that classification he is promoted to that provides him with an hourly wage increase and he will thereafter proceed in the wage schedule in accordance with the date of his initial entry into such classification.

SECTION F.All automatic progression and scheduled wage increases provided for in this Agreement will be effective on the first Monday of the month.  Promotional pay increases shall become effective on the first day worked in the new assignment.

SECTION G.Straight time pay when used in reference to pay for hours worked shall include the hourly wage rate and any and all hourly premiums.  Straight time pay when used in reference to pay for hours not worked or benefits shall be the hourly wage rate exclusive of all hourly premiums.

33

SECTION H.All employees required by the Company to attend hearings, investigations or training classes shall receive the normal hourly rate or overtime rate, whichever is applicable.

SECTION I.

1.Any employee who is regularly scheduled to the swing shift shall receive a premium of thirty cents ($.30) per hour for each hour worked.

Any employee who is regularly scheduled to the graveyard shift shall receive a premium of thirty-five cents ($.35) per hour for each hour worked.

2.During the Anodizing Department’s summer peak hour shift assignments, the employees who are required to work abnormal shift hours will be paid premiums as follows:

1st shift - .30 cents per hour worked

2nd shift - .40 cents per hour worked

SECTION J.Employees leaving the service of the Company will be given their final paycheck(s) on or before the effective date of their termination provided that in the event of a voluntary resignation the employee must give the Company at least three (3) calendar days notice of his intent to resign.  If the employee does not give the required three (3) days notice his check will be made available or mailed, whichever is applicable, on the next regular payday.

SECTION K.Any contractual anniversary increases will be given on the dates listed in Appendix 1 in addition to progression or promotional increases due at the same time.  If the employee’s rate is within an amount less than the normal progressionary increase from the job rate, they will receive the amount of the contractual anniversary increase above the job rate, if not, the contractual anniversary increase will merely be considered an additional progressionary increase.  The next progressionary increase will be given as scheduled and the contractual anniversary increase will not take them above the job rate.

SECTION L.Any employee who is reduced to a lower paying classification because of a reduction in force will retain his rate until such a time as he is recalled to his former classification or bids to a new classification.

Employees who bid to, are demoted for cause, choose to go to or choose to remain on a lower paying classification on a permanent basis shall, at the time such election is made, receive the rate of that lower classification as listed in Appendix 1.

SECTION M.The Company may pay rates in excess of the minimum wage rates set forth in this Agreement.  When the Company does such, it will notify the Union.

SECTION N.The Company may establish a performance bonus pay program at any time during the term of this Agreement.  Such program payoffs would be in addition to the wages paid in accordance

34

with the terms of this Agreement.  The establishment of the standards, amounts of payoff, criteria and the total implementation, administration or discontinuance of such a pay program rests exclusively with the company and would not be subject to any of the terms of this Agreement.

SECTION O.An employee transferring into the die Repair Trainee job who is above the minimum rate will remain at that rate of pay until the scaled in Appendix 1 passes his rate of pay.

ARTICLE 24

SAFETY AND HEALTH

SECTION A.The Company affirms its responsibility to provide a safe and healthful working environment for all employees.  The Company further agrees to comply with all local, state and federal health and safety laws and regulations.  The Union and the employees recognize their duties and responsibility to assist in the maintenance of these standards. To the extent that the Union acquires certain participatory rights in subsequent subparagraphs and/or to the extent that the Union exercises those rights afforded by law, it is not the intention of the parties to diminish the employer’s exclusive responsibility.

SECTION B.There will be established four (4) safety committees:  Accident Review Committee, Hazard Abatement Committee, Health and Safety Training Committee and Employee Involvement Committee.  Each safety committee will be comprised of either one (1) Manager or one (1) Supervisor and four (4) committee members from the Bargaining Unit with two (2) members from the Bargaining Unit selected by the Union.  Committee members will serve on a rotating basis and will meet on a scheduled basis with a minimum of one (1) committee meeting each month.

There will also be established an Executive Health and Safety Committee which will be comprised of the Operations Manager, Plant Manager, Safety Coordinator, Human Resources Manager, Chief Shop Steward and one (1) other Union Steward.  There will be a minimum of one (1) such committee meeting each month.

All meetings will be on the employee’s regular shift and will be considered paid time.

SECTION C.All employees will immediately bring to the attention of a Supervisor or Committee member any unsafe or unhealthful conditions or practices they observe.  Once notified about a needed unsafe or unhealthful condition the Company will initiate the proper corrective action.

SECTION D.No employee shall be required or permitted to work under unsafe or unhealthful conditions.  If such condition arises the immediate Supervisor shall be notified immediately.

SECTION E.The Company shall furnish all necessary safety devices for employees working hazardous or unsanitary work, and employees will be required to use or wear such devices in performing such work.  Safety devices shall be provided without cost to the employee and shall be appropriated to the hazards present.  The Company further agrees to provide medical surveillance for employees for whom surveillance is required by law.

SECTION F.Whenever employees are engaged in painting, spraying with

35

solvents, cleaning agents or any caustic materials, the employees performing such work shall be supplied with appropriate safety devices and protective clothing by the Company.  No other employees shall be required or permitted to work in areas affected by such painting, or spraying.

SECTION G.No employee will be allowed to work alone for any extended duration without adequate surveillance during such assignments.  Where responsible, adequate surveillance is not available the Company will provide it by assigning a second person to the job.

SECTION H.The Company hereby agrees to maintain safe, sanitary and healthful working conditions in all shops and facilities and to maintain on all shifts emergency first aid equipment at a first aid station to take care of its employees in case of accident or illness.  The Company agrees to designate a doctor to call in an emergency.

SECTION I.The Company agrees to furnish good, artificially cooled drinking water and sanitary fountains; the floors of the toilets and washrooms will be kept in good repair and in a clean, dry, sanitary condition.  Employees will cooperate in maintaining the foregoing conditions.  Shops and washrooms will be lighted, ventilated and heated in the best manner possible.

SECTION J. The Company will furnish appropriate aprons, gloves and overalls to all employees required to work with acids or other chemicals that are injurious to clothing while such employees are engaged in such activities and employees will be required to wear such equipment.

SECTION K.Employees injured while at work shall be given medical attention at the earliest possible moment and employees shall be permitted to return to work without signing any release of liability pending the disposition or settlement of any claim for damages or compensation.  It is the responsibility of the injured employee to notify the Company immediately after he has knowledge of such injury, when possible.  Any employee who requires treatment or therapy will schedule such treatment so as not to interfere with his normal work shift.  An employee shall not suffer a loss of time when relieved by the Company from his work for the necessary time to take a medical examination, treatment, or therapy required on account of any injury sustained while at work.  On the day of the injury the Company will pay the employee for all lost time from work.

SECTION L.Any employee who has been incapacitated at work by occupational injury will be allowed to return to work provided he can perform his normal and regular duties and if available, he will be given preference to light work if he is able to handle such work satisfactorily.

SECTION M.Except for those hand tools that employees normally and customarily purchase themselves, all other special tools required by the Company will be furnished by the Company at no cost to the employees except that the replacement of safety equipment or tools, that were provided by the Company and that must be replaced because of repeated damage or loss due to the employee’s negligence shall be paid for by the employee responsible.

SECTION N.The Company reserves the right to send, at any time and at the Company’s expense, an employee to a recognized doctor, hospital or medical clinic to have the employee examined or tested to

36

insure that he is physically, mentally or emotionally capable of performing his job.  All employees agree as a condition of employment to abide by this procedure and authorize any medical facility so used to release information obtained to the appropriate Company representative.

37

ARTICLE 25

NO STRIKE - NO LOCK OUT

SECTION A.There shall be no strikes, including sympathy strikes, slowdowns or stoppage or work of any kind, picketing or hand billing by the Union or any Bargaining Unit employee and the Union will not cause any Bargaining Unit employee to, nor sanction any Bargaining Unit employee for refraining to, take part in any strike, including sympathy strikes, slowdowns or stoppages of work of any kind against the Company during the term of this Agreement.  The Company shall not lockout any Bargaining Unit employee during the term of the Agreement.

SECTION B.Any strike, slowdown or stoppage of work of any kind, picketing or hand billing by the Union or any Bargaining Unit employee during the term of this Agreement shall constitute cause for immediate termination.  Upon termination of a Bargaining Unit employee for violation of this provision of this Agreement, the only matter which should be subject to the grievance/arbitration provisions of the Agreement shall be whether or not such terminated Bargaining Unit employee engaged in conduct prohibited by this Article.

ARTICLE 26

MAINTENANCE OF STANDARDS

SECTION A.No employee shall suffer any inadvertent reduction or increase of wages or benefits as a result of the execution of this Agreement.

SECTION B.Supervisors shall not perform work on a job customarily performed by an employee in the bargaining unit except that there shall be no restrictions upon the work performed by supervisors or other managerial personnel in the instruction and/or training of employees; troubleshooting; experimental work in connection with the development of new products; new or changed equipment or procedures; or on work performed in emergencies affecting or threatening to affect the safety of persons, buildings or equipment; or on work when production difficulties are encountered; or on work which is negligible in amount.  If a supervisor is going to perform such duties as described above for an extended period, he shall first notify the Shop Steward.

38

ARTICLE 27

SAVINGS CLAUSE

SECTION A.Should any part hereof or any provision herein contained be rendered or declared invalid by reason of any existing or subsequently enacted legislation, or by any decrees of a court of competent jurisdiction, such invalidation of such part or portion of this Agreement shall not invalidate the remaining portions hereto, and they shall remain in full force and effect.

SECTION B.In the event that any of the provisions of this Agreement are in conflict with or are rendered inoperative or unlawful by virtue of an duly enacted law or regulation of any governmental agency or commission having jurisdiction over the Company, the Company and the Union will meet and negotiate changes necessary, pertaining only to those provisions so affected or directly related thereto.

ARTICLE 28

GENERAL AND MISCELLANEOUS

SECTION A.All temporary or permanent changes in an employee’s pay rate or status of employment including by not limited to transfers, promotions, demotions, layoffs, leaves of absence or work assignments will be made in writing and the employee will be given a copy upon request.

SECTION B.An employee leaving the service of the Company will, upon request, be furnished with a letter setting forth his length of service, beginning and ending rate of pay and a list of all classifications hereunder in which such employee has worked.

SECTION C.The Company will provide and install locked glass faced bulletin board(s) in location(s) convenient to the employees and agreeable to the Union, for the posting of Union notices.  The Union will mark such bulletin board(s) with the designation “International Brotherhood of Teamsters”.  The keys to such bulletin board(s) will be retained by the Union Business Agent, The Chief Steward and the appropriate Company officials.

SECTION D.One personnel file shall be maintained for each employee containing all records, reports, letters, warnings and other disciplinary action involving such employee.  Upon request to his immediate supervisor, and at a mutually convenient time, such file shall be open to the employee and/or specifically authorized Union representatives for review.  No record, report, letter, warning or other derogatory material will be used against the employee after one (1) year from date of issue or entry.  The employee will be given copies of all disciplinary actions entered into his personnel file.

SECTION E.The Company will furnish, clean, and maintain five (5) sets of uniforms or overalls for all crane operators, maintenance, die runners and waste treatment operators at no cost to the employee.

SECTION F.No employee or prospective employee shall be asked by the

39

Company to submit to a polygraph or similar lie detector test.

SECTION G.When the Company initiates the use of new equipment and/or methods, necessary training with respect to same will be offered to those employees who normally perform the work in the affected classification and department, on Company time, in seniority order, at no cost to the employee.

SECTION H.

1.Under government regulation, the Hourly Employee’s Retirement Savings Plan has been established whereby the Company and eligible employees may contribute a specified amount for each hour worked.  The funds will be placed in a Retirement trust Account and will be managed by an independent trustee.  Company contributions remain in the Trust Fund and cannot be returned to the Company under any circumstances.  Provisions are made for a vesting schedule, withdrawal of all or part of each employee’s contribution, temporary suspension of participation and sharing of Company contribution and fund earnings, all in accordance with government regulations.

2.The schedule of Company contribution for the term of the contract will be as follows: thirty cents ($.30) per hour for each hour worked.

The amount of the minimum participant’s contribution for the term of the contract will be as follows: ten cents ($.10) per hour worked.

3.Each participant will have the option to contributing the minimum participants contribution as specified above or an amount equal to three (3) times ninety cents ($.90) the Company’s contribution in five cent ($.05) per hour increments.  A participant may elect to have his contributions raised from the minimum yearly rate to the maximum rate at any time during the year.

4.A participant contributing the maximum may reduce his contribution back to the minimum at any time; however, he may not elect to move up to the maximum contribution again until the next anniversary date of the contract.

5.Regardless of which option the participant selects, the Company’s contribution will be only the amount specified above.

6.A summary of the Plan shall be made available to all employees.

7.A copy of the entire Plan will be furnished to the Union.  The plan will be available for inspection at the office of the Company and/or the Union during the normal business hours.

40

8.The Plan is continually subject to Internal Revenue Service approval and other cognizant authority.  The Company and the Union acknowledge that if changes are required in order to maintain tax-exempt status and qualifications, the Company will submit such changes and the Union will be notified.

9.Employees covered by this agreement and who have worked for the Company one (1) year have the option to participate in the Company’s Direct Deposit Program with only one change in a direct deposit institution per calendar year.

SECTION I.It shall be the sole responsibility of employees to notify the Company personnel office in writing of their current address and telephone number and changes thereof.  The Company shall be considered as having complied with any notice requirement if such notice requirement is sent to the employee’s last address on record.

SECTION J. Mutual agreement to waive any condition of this agreement shall not constitute a precedent for any further waiver of such condition.

SECTION K.If a severe decline in business results in a major reduction in the number of plant employees, thereby reducing the number of required supervisors, the Company, after notification to the Union, may use supervisors to perform the work in crew leader, quality control and lab technician classifications, which are covered by this Agreement.  This Section supersedes other provisions of this Agreement.  Because of this action and during this period, the employee displaced by a supervisor will suffer no reduction in his hourly rate of pay.

SECTION L.Unless provided elsewhere in Agreement, no benefit program currently being enjoyed by employees covered by this Agreement will be discontinued as a result of the signing of this Agreement.

SECTION M.Employees will be allowed shift trades under the following:

1.All shift trade agreements must be in writing and in the same department and same classification, signed by both parties involved and will be approved by the regular supervisor of the employee initiating the trade and the regular supervisor of the other employee and may be approved between other classifications and departments provided the employees are qualified.

2.No probationary employee may shift trade.

3.Every person who commits to a shift trade will be required to show up on time and work the entire shift. Should a verifiable emergency occur, the employee must make arrangements for someone who is qualified to cover the shift.

4.In the event an employee is tardy on a shift trade he will be subject to the discipline as outlined in the Company’s

41

current tardiness policy.

5.Failure to show up or cover the shift trade will result in disciplinary action in accordance with the attendance policy plus a thirty (30) day shift trade suspension.

6.A shift trade may be effective with at least forty-eight (48) hours prior acknowledge of the Company.

7.Parties engaging in a trade that has not been previously acknowledged will lose their shift trade privileges.

8.No additional premium pay or overtime will be involved because of any shift trade.

9.No double shifts will be worked as a result of a shift trade.

SECTION N.There will be in the plant a Labor Management Committee consisting of four (4) members representing the Company and four (4) members representing the Union.  The Committee shall endeavor to maintain harmonious relations, shop efficiency, safety and maximum production.

a.The Company and the Labor Committee will meet quarterly to discuss conditions or problems relating to this Agreement.  The agenda of the meeting will be outlined, reviewed and approved by the Operations Manager before the meeting.

b.The four (4) employees representing the Union shall not be all from any one department.

c.The Labor Committee members attending the above meeting shall attend the meeting without loss of wages not to exceed two (2) hours.

SECTION O.Words used in the singular form shall be deemed to include the plural, and vice versa, in all situations where they would apply.

SECTION P.Headings to Articles, Sections or subsections of the Agreement have been supplied for convenience only and are not to be taken as limiting or extending the meanings of any of the provisions of the Agreement.

SECTION Q.The Company shall offer all employees who have completed their probationary period the opportunity to join either the Teamster’s Credit Union or the City Employees Credit Union and have funds payroll deducted.

42

SECTION R.Should any employee who has shown a pattern of absence or who has given reason to suspect the validity of the request, request to leave work because of illness, the Company may require such employee to obtain a doctor’s certification showing the employee was ill and was treated within the following twenty-four (24) hours.  Failure to comply with the supervisor’s request for a doctor’s certification will be handled in accordance with the General Work Rules.

SECTION S.Should the Company add a provision in the Drug, Alcohol and Controlled Substance Policy to provide for random testing, all employees will adhere to the provisions as outlined.  Added provisions will be provided to the Union prior to implementation.

SECTION T.Any job descriptions used in the administration of this Agreement are to be considered as general guidelines and for informational purposes only.  The Company and the Union recognize that certain duties, tools or products as outlined within a particular classification may change or vary during the term of the Agreement and may not be currently specified in the descriptions.

ARTICLE 29

SOLE AND ENTIRE AGREEMENT

This Agreement concludes all collective bargaining between the parties hereto and supersedes all prior agreements and undertakings, oral or written, express or implied, or practices, between the Company and the Union or its employees, and expresses all obligations and restrictions imposed on each of the respective parties during its term.

ARTICLE 30

DURATION AND TERMINATION

This Agreement shall be effective March 27, 2006 and shall remain in full force and effect until midnight March 22, 2009.  Unless written notice of a desire to modify or to terminate this Agreement is given by either party to the other at least sixty (60) days, but not more than seventy-five (75) days prior to the expiration date thereof, it shall continue in full force and effect from year to year thereafter.  Notice as provided in this Article, whether specifying a desire to terminate or to modify at the end of the current contract year, shall have the effect of terminating this Agreement.

43

FOR THE COMPANY:

INTERNATIONAL EXTRUSION CORPORATION/TEXAS

BY:	DATE:
BY:	DATE:
BY:	DATE:

FOR THE UNION:

TEAMSTERS, LOCAL 19, AIRLINE, AEROSPACE AND ALLIED EMPLOYEES AFFILIATED WITH THE INTERNATIONAL BROTHERHOOD OF TEAMSTERS

BY:	DATE:
BY:	DATE:
BY:	DATE:

BY:	DATE:
BY:	DATE:
BY:	DATE:

44

Appendix A

Line Of Progression

Grade	Tool & Die	Maintenance	Extrusion	Anodizing	Paint Line	Distribution	Packing	Fabrication Q.C.
X	-Master Die	-Master Maint.
	Repair Tech.	Tech.
A	-Journeyman	-Journeyman
	Die Rep. “A”	Maint.-Cert.
1	-Journeyman	-Journeyman	-Extrusion
	Die Rep.	Maint.	Welder
2				-Press	-Painter			-Q.C.Tech.
			Operator					(Appoint)
3			-Die Header	-Lab Tech.	-Lab Tech.
					(Appointed)	(Appointed)
					-Crane Opr.	(All Others)
					-WT/CRU Opr.
4	-Die Repair	-Maint “B”	-Saw Opr.	-Head Stretcher		-L.T. Opr.	-Asst. Painter	-L.T. Opr.
		-L.T. Opr.	-Fabricator
	Trainee	(All Others)		(All Others)	(All Others)			(All Others)
(All Others)
		-Ship/Rec Clk			-Saw Opr.	-Anodizing	-L.T. Opr.	-Ship/Rec Clk
(All Others)		(All Others)			(All Others)		Welder	(All Others)
				-L.T. Opr
				(All Others)
5	-Die Runner		(All Others)
6		-Janitor		-Mat. Handler	-Tkt.Writer	-Tkt.Writer		-Tkt.Writer
		-Mat.
		(All Others)			(All Others)	(All Others)	(All Others)
	(All Others)	Handler
					-Mat. Handler		-Mat. Handler
	-Mat. Handler				(All Others)	(All Others)		(All Others)

45

APPENDIX B

MONTHLY EMPLOYEE INSURANCE DEDUCTION

MEDICAL AND OTHER INSURANCE

CURRENT EMPLOYEE INSURANCE DEDUCTIONS

Medical

GreatWest

Tier	Employee Cost
Employee Only	$29.13 per week
Employee and dependent	$62.08 per week
Employee and family	$83.15 per week

Assurant Dental

Tier	Employee Cost
Employee Only	$6.52 per week
Employee and dependent	$12.77 per week
Employee and family	$17.38 per week

Safeguard Dental

Tier	Employee Cost
Employee Only	$6.82 per week
Employee and dependent	$13.63 per week
Employee and family	$19.42 per week

Disability

Short Term Disability $4.04 per week

46

APPENDIX C

GENERAL ABSENTEE POLICY IEC-TX

We realize that a certain amount of absenteeism may occur.  There can be occasions where sickness and emergency will arise.  The design of the following program allows for such occurrences and yet provides a means to take positive disciplinary action when an employee’s absentee record becomes excessive.

Any day an employee is going to be late or absent from work, he is required to call his supervisor 30 minutes prior to the start of their shift.  An early notification of their lateness or absence is essential in scheduling the workload in their department and reassigning some of their duties to others if necessary.

The telephone number at International Extrusion Corp. - TX is (972) 937-7032.  If no answer, employee must call back in 10-minute intervals.

All call-ins must be made to the Supervisor of the department where the employee is assigned.  Each Supervisor’s extension number will be activated with voice mail.  If the supervisor does not answer, the employee should leave the following information, their name (clearly), the day in which they will be late and/or absent, the reason for the tardy or absence.  If the employee is going to be later or absent longer than originally stated, they are required to call and advise the HR department of the change.  The above applies to all employees.

Each time an employee fails to report for work as scheduled (regular hours and/or mandatory overtime hours); such absence will be considered an occurrence of absence unless excused for one of the reasons listed below.  An absence that occurs on consecutive days for the same reason will be counted as one (1) occurrence.

Absence due to any of the following verifiable reasons will not be counted as an occurrence.

a.Vacations and holidays.

b.Industrial injuries and approved leaves of absence in accordance with the Family Leave Act.

c.Military leave, funeral leave, jury duty and approved union business.

The intent of sick pay is to allow employees the benefit of pay while sick.  Sick days or partial days due to unplanned illnesses and time away from work for pre-planned medical or dental appointments will not be assessed (an occurrence) as long as the employee uses earned sick time available in the current year.

Any unapproved absence will result in an occurrence.  All occurrences will be recorded on a twelve (12) month rolling period.  Therefore, each occurrence will be removed twelve (12) months from the date of the occurrence.  The fifth (5th) occurrence will result in disciplinary action.

47

Occurrences are determined by the following criteria:

Circumstances	Occurrences Charges
Absent (called in)	1
Tardy (up to 4 hrs)	5
Tardy (over 4 hrs)	1
Leave Early (up to 4 hrs)	.5
Leave Early (less than 4 hrs)	1
No Show – No Call	2.5

Progressive Disciplinary Procedure:

Occurrences	Disciplinary Action
1 to 4	No Action
5	Verbal Warning
6	Written Warning
7	1–Day Suspension
8	3–Day Suspension
9	5–Day Suspension
10	Possible Termination

An employee who is absent for three (3) consecutive working days for unexcused absence (by way of example, but not limited to, incarceration) or without notifying the company, will be dropped from the payroll as a voluntary quit, subject to showing just cause through the grievance and arbitration procedure.

Any combination of absences, late arrivals, or early dismissals totaling three (3) occurrences within the first ninety (90) days of employment is considered cause for termination.  Therefore, the first occurrence will result in verbal warning, the second occurrence will result in a written warning and the third occurrence will result in termination.

Amendment to General Absentee Policy

The newly negotiated General Absentee Policy (Policy) will become effective the date the contract is executed by the Parties.

Implementation of this Policy will be administered by using the employee’s current status in the Absenteeism section of the current policy, if any, in the disciplinary steps as their status under this new Policy, effective the date the contract is executed by the parties.  Any disciplinary step previously accumulated under the Tardiness section of the previous policy will be eliminated.

For example:  An employee at a verbal warning for excessive Absenteeism and a written warning for excessive Tardiness would remain at a verbal warning under the newly negotiated Policy until such time that they have another occurrence.

48

APPENDIX 1

HOURLY WAGE SCHEDULE

JOB
NUMBER	TITLE	3/27/06		3/26/07		3/24/08
GRADE 6		$	9.04	$	9.32	$	9.62
22	Material Handler
26	Janitor
45	Ticket Writer
GRADE 5		$	10.07	$	10.39	$	10.73
29	Die Runner
GRADE 4		$	11.11	$	11.46	$	11.83
12	Assistant Painter
33	Head Stretcher
64	Fabricator
40	Lift Truck Operator
42	Maintenance B/Helper
49	Shipping/Receiving Clerk
50	Saw Operator
10	Die Repair Trainee
44	Anodizing Welder
GRADE 3		$	12.02	$	12.40	$	12.80
13	Die Header
51	Water Trmt. Opr./CRU
93	Crane Operator
98	Lab Technician
GRADE 2		$	12.72	$	13.13	$	13.55
28	Painter
68	Press Operator
99	Q.C. Operator
GRADE 1		$	14.42	$	14.88	$	15.36
97	Journeyman Die Repair
90	Journeyman Maintenance
95	Extrusion Welder
9-XX	Crew Leader: To receive a rate of seventy-five cents ($0.75) per hour higher than the highest classification listed above, staffed and supervised.

Longevity Pay:

Effective March 30, 2003 the following cents per hour will be paid for all hours worked by employees in the categories noted, in addition to the employee’s regular rate of pay:

   Employees with hire dates between 4/01/2001 through 3/31/1993   =   $ ..01 cents per hour

   Employees with hire dates between 4/01/1993 through 3/31/1987   =   $  02 cents per hour

49

   Employees hired prior to 3/31/1987                                                   =   $  03 cents per hour

Newly Hired Employees:

New employees shall not be hired at a rate less than seven dollars ($7.00) per hour.

Effective the first Monday after the completion of the sixty (60) day probationary period, a new employee will receive a twenty-two cents ($0.22) per hour increase and shall continue to receive a twenty-two cents ($0.22) per hour increase on the first Monday of each month following the completion of their probationary period until they reach the proper rate of pay for their classification.  The cents per hour stated herein are to be considered minimum payable in the time frame and the employee must work or be paid for a minimum of one hundred and twenty (120) hours in the month to qualify for the increase.

Newly Awarded Job Bids:

An employee who is awarded a new job in a higher classification and is below the Contract rate shall receive a thirty cents ($0.30) per hour increase when they are moved to the new job and will continue to receive a twenty-five cents ($0.25) per hour increase on the first Monday of each month until they reach the proper rate of pay for their classification.  The cents per hour stated herein are to be considered minimum payable in the time frame and the employee must work or be paid for a minimum of one hundred and twenty (120) hours in the month to qualify for the increase.

50

APPENDIX 2

TOOL & DIE AND MAINTENANCE DEPARTMENTS

In order to provide for additional growth opportunities and to provide for attracting and retaining qualified employees, the following positions will be established within the Tool & Die Department and the Maintenance Department.  Any promotion to these positions will be made after the individual fulfills the requirements stipulated for the particular position.  The determination of having fulfilled the requirements would be done at the sole discretion of the Company.

		3/27/06	3/26/05		3/24/08
GRADE A		$16.03	$	16.55	$	17.07
97	Journeyman Die Repair “A”
90	Journeyman Maintenance (Certified)
GRADE X		$17.47	$	18.03	$	18.61
97	Master Die Repair Technician
90	Master Maintenance Technician

Employees classified as Die Repair Trainee as a minimum will receive the following:

Months in	% Of Die		Actual Rate
Classification	Repair Rate		3/26/00	3/25/01	3/24/02
0 –  12 months			$10.35	$10.54	$10.73
13 – 24 months	85	%	$11.55	$11.74	$11.93
12 – 36 months	90	%	$12.21	$12.40	$12.59
37 – 48 months	95	%	$12.88	$13.07	$13.26
49 months or more	100	%	$13.55	$13.74	$13.93

51

APPENDIX 3

IMPLEMENTATION OF GENERAL WAGE INCREASE

FIRST YEAR (3/27/06 – 3/25/07)

The hourly rates listed in Appendix 1 shall be the rates of pay for each job and for each employee working in the listed job classification unless otherwise provided for in this Agreement.

Additionally, all active, full-time employees employed as of the date this contract is signed by the Parties (Union and Company) will be paid a one-time lump sum payment of $135.00.

SECOND YEAR (3/26/07 – 3/23/08)

The hourly rates listed in Appendix 1 shall be the rates of pay for each job and for each employee working in the listed job classification unless otherwise provided for in this Agreement.

THIRD YEAR (3/24/08 – 3/22/09)

The hourly rates listed in Appendix 1 shall be the rates of pay for each job and for each employee working in the listed job classification unless otherwise provided for in this Agreement.

52

GENERAL WORK RULES AND REGULATIONS

In any plant where people work together, there are certain rules of conduct, which must be in effect to operate in an orderly and efficient manner.  It is important that everyone treat others with consideration and respect.  We want this to be a good place to work.  Therefore, so that there may be no misunderstanding about satisfactory conduct, we have adopted the following general work rules and regulations.  Any additions or revisions to these general work rules and regulations will be posted on your local plant bulletin boards.

The purpose of our work rules is not to restrict the rights of anyone, but to protect and define the rights of all employees.  We are sure that the observance of these rules will lead to a better understanding and relationship among all employees.

The penalties for rule violations range from verbal warning to discharge, according to the circumstances involved.  Normally, the form of discipline will follow the pattern outlined in each of the following groups.  However, each case will be evaluated according to the individual circumstances involved and the type of discipline administered may vary from that listed in each group based on the seriousness of the offense.

Also, warnings for different offenses, within the same or different groups, may be combined to determine the type of discipline administered.

Such violations include, but are not necessarily limited to the following:

GROUP “A”

1st  Offense	Verbal Warning
2nd Offense	Written Warning
3rd Offense	Disciplinary Layoff
4th Offense	Subject to Discharge

1.)  Failure to report tardiness or absence in the proper manner.

2.)  Excessive tardiness or absence.

3.)  Wasting time, loitering or leaving your immediate work area during working hours without permission from your supervisor.

4.)  Unauthorized stopping of work or making preparations to leave work (such as washing up or changing clothes) before the signal sounds for lunch period or before the specified quitting time.

5.)  Posting of notices or other written material on Company property without prior written approval of the Company and/or circulating or distributing written materials of any type which disturbs employees during working time is strictly prohibited.  Non-working time includes time before and after work, break periods and lunch periods, or other specified periods, if any, during the work day when employees are not engaging in performing their work tasks.

6.)  Creating or contributing to unsanitary conditions.

7.)  Careless or inefficient performance of duties, including failure to maintain proper standards of workmanship or productivity.

8.)  Failure to observe parking and traffic rules on Company property.

9.)  Failure to report an industrial accident immediately.

53

GROUP “B”

1st Offense	Written Warning
2nd Offense	Disciplinary Layoff
3rd Offense	Subject to Discharge

1.)Engaging in horseplay, scuffling, throwing things, practical jokes or gambling on Company premises.

2.)Frequent garnishments or assignment of wages for more than one indebtedness.

3.)Failure to observe safety rules and procedures or an unsatisfactory accident record.

4.)Using Company machinery, tools and equipment or Company material for personal use without proper authorization.

5.)Performing other than Company work during working hours.

6.)Offering and/or accepting a ride on a forklift or Company vehicle.

GROUP “C”

1st Offense	Disciplinary Layoff
	or
	Subject To Discharge

1.)Threatening, intimidating or coercing fellow employees or supervision at any time.

2.)Falsification of personnel or other work records.

3.)Knowingly ringing the clock card for another employee or permitting another employee to ring your card.

4.)Any act of defacement (including graffiti) of Company property.

5.)Engaging in any conduct, verbal or otherwise, that would result in any form of sexual harassment.

GROUP “D”

1st Offense Subject to Discharge

1.)Insubordination, failure or refusal to perform assigned work.

2.)Possession, drinking, using or being under the influence of alcohol or drugs on Company property at any time.

3.)Sleeping on the job during working hours.

4.)Improper conduct on Company premises, including, but not limited to fighting, immoral conduct or indecency.

5.)Knowingly restricting output.

6.)Unauthorized possession of weapons or explosives, including firearms, on Company premises, at any time.

54

7.)Theft or removal of Company property, including scrap, without proper authorization.

8.)Willful or careless damage of Company property, or to the property of another employee.

9.)Leaving the plant during working hours without permission of your supervisor (considered a voluntary quit).

10.)Unreported or unexcused absence of three (3) consecutive working days (considered a voluntary quit).

Warning notices shall not be considered in an employee’s record after one (1) year from the date of issuance, if no further related offenses have occurred during that time.

55

EX-10.9

Exhibit 10.9

REVOLVING NOTE
(LIBOR and/or Prime)

146626/15295

$20,000,000.00 Beverly Hills, California

On October 25, 2006 (“Termination Date”), International Aluminum Corporation, a California corporation (“Borrower”), promises to pay to the order of City National Bank, a national banking association (“CNB”), at its office in this city, in United States Dollars and in immediately available funds, the principal sum of Twenty Million and 00/100 Dollars ($20,000,000.00) (“Revolving Credit Commitment”) or so much thereof as may be advanced and then outstanding, plus interest on the unpaid balance, until fully repaid, at a rate computed on the basis of a 360-day year, actual days elapsed, at the rates, times and in accordance with the terms set forth below.

As provided herein, the principal of this Note may be borrowed, repaid and reborrowed from time to time prior to the Termination Date, provided at the time of any borrowing no Event of Default (as hereinafter defined) exists, and provided further that the total borrowings outstanding at any one time shall not exceed the Revolving Credit Commitment.  Each borrowing and repayment shall be noted in the books and records of CNB.  The excess of borrowings over repayments shall evidence the principal balance due hereon from time to time and at any time.  Borrowings hereunder shall be conclusively presumed to have been made to or for the benefit of Borrower when made as noted in such books and records.

For purposes of this Note, the following definitions shall apply:

“Business Day” means a day that CNB’s Head Office is open and conducts a substantial portion of its business.

“Eurocurrency Reserve Requirement” means the aggregate (without duplication) of the rates (expressed as a decimal) of reserves (including, without limitation, any basic, marginal, supplemental, or emergency reserves) that are required to be maintained by banks during the Interest Period under any regulations of the Board of Governors of the Federal Reserve System, or any other governmental authority having jurisdiction with respect thereto, applicable to funding based on so-called “Eurocurrency Liabilities”, including Regulation D (12 CFR 204).

“Interest Period” means the period commencing on the date a LIBOR Loan is made (including the date a Prime Loan is converted to a LIBOR Loan, or a LIBOR Loan is renewed as a LIBOR Loan, which, in the latter case, shall be the last day of the expiring Interest Period) and ending on the twenty-fifth day of the month occurring prior to or on the date which is one (1), two (2), three (3) or six (6) months thereafter, as selected by the Borrower; provided, however, no Interest Period may extend beyond the Termination Date.

“LIBOR Base Rate” means the British Banker’s Association definition of the London InterBank Offered Rates as made available by Bloomberg LP, or such other information service available to CNB, for the applicable monthly period upon which the Interest Period is based for the LIBOR Loan selected by Borrower and as quoted by CNB on the Business Day Borrower requests a LIBOR Loan or on the last Business Day of an expiring Interest Period.

“LIBOR Interest Rate” means the rate per year (rounded upward to the next one-sixteenth (1/16th) of one percent (0.0625%), if necessary) determined by CNB to be the quotient of (a) the LIBOR Base Rate divided by (b) one minus the Eurocurrency Reserve Requirement for the Interest Period; which is expressed by the following formula:

		LIBOR Base Rate
1	-	Eurocurrency Reserve Requirement

1

“LIBOR Loan” means any Loan tied to the LIBOR Interest Rate.

“Loan(s)” means the principal balance outstanding on this Note, and any LIBOR Loan and/or any Prime Loan made hereunder, as the case may be.

“Prime Loan” means any Loan tied to the Prime Rate.  A Loan hereunder shall be a Prime Loan any time it is not a LIBOR Loan.

“Prime Rate” means the rate most recently announced by CNB at its principal office in Beverly Hills, California, as its “Prime Rate.”  Any change in the interest rate resulting from a change in the Prime Rate shall be effective on the day on which each change in the Prime Rate is announced by CNB.

1.                     Interest on Loans.  Each Loan shall bear interest from disbursement until due (whether at stated maturity, by acceleration or otherwise) at a rate equal to, at Borrower’s option, either (a) for a LIBOR Loan, the LIBOR Interest Rate plus Two percent (2.00%) per annum, or (b) for a Prime Loan, the fluctuating Prime Rate minus 11/20th of one percent (-0.55%) per annum.  Interest on the Loans shall accrue daily and be payable (a) monthly, in arrears, on the twenty-fifth day of each month, commencing on the first such date following disbursement; and (b) if a LIBOR Loan, upon any prepayment of any LIBOR Loan (to the extent accrued on the amount prepaid.)  Anything herein to the contrary notwithstanding, all principal and interest remaining unpaid on the Termination Date shall be immediately due and payable.

2.                     Procedure for LIBOR Loans.  Borrower may request that a Loan be a LIBOR Loan, if herein allowed (including conversion of a Prime Loan to a LIBOR Loan, or continuation of a LIBOR Loan as a LIBOR Loan upon the expiration of the Interest Period).  Borrower’s request shall be irrevocable, shall be made to CNB, orally or in writing or using the form “Notice of Borrowing/Interest Selection” form attached hereto as Exhibit “A”, no earlier than two (2) Business Days before and no later than 1:00 p.m. Pacific Time on the date the LIBOR Loan is to be made, and shall specify the Interest Period, the amount of the LIBOR Loan, and such other information as CNB requests.  If Borrower fails to select a LIBOR Loan in accordance herewith, the Loan shall be a Prime Loan, and any LIBOR Loan shall be deemed a Prime Loan upon expiration of the Interest Period.

3.                     Availability of LIBOR Loans.  Notwithstanding anything herein to the contrary, each LIBOR Loan must be in the minimum amount of $500,000.00 and increments of $100,000.00.  Borrower may not have more than five (5) LIBOR Loans outstanding at any one time under the Revolving Credit Commitment.  Borrower may have Prime Loans and LIBOR Loans outstanding simultaneously.

4.                     Prepayment of Principal.  Borrower may prepay the principal amount outstanding on a Prime Loan at any time and in any amount without a prepayment fee.  Borrower may not make a partial principal prepayment on a LIBOR Loan.  Borrower may prepay the full outstanding principal balance on a LIBOR Loan prior to the end of the Interest Period, provided, however, that such prepayment is accompanied by a fee (“LIBOR Prepayment Fee”) equal to the amount, if any, by which (a)  the additional interest which would have been earned by CNB had the LIBOR Loan not been prepaid exceeds (b) the interest which would have been recoverable by CNB by placing the amount of the LIBOR Loan on deposit in the LIBOR market for a period starting on the date on which it was prepaid and ending on the last day of the applicable Interest Period.  CNB’s calculation of the LIBOR Prepayment Fee shall be conclusive absent manifest error.

5.                     Suspension of LIBOR Loans.  In the event CNB, on any Business Day, is unable to determine the LIBOR Base Rate applicable for a new, continued, or converted LIBOR Loan for any reason, or any law, regulation, or governmental order, rule or determination, makes it unlawful for CNB to make a LIBOR Loan,

2

Borrower’s right to select LIBOR Loans shall be suspended until CNB is again able to determine the LIBOR Base Rate or make LIBOR Loans, as the case may be.  During such suspension, new Loans, outstanding Prime Loans and LIBOR Loans whose Interest Periods terminate may only be Prime Loans.

6.                     Late Charge.  Borrower shall pay to CNB a late charge of 5% or $10.00, whichever is greater, of any payment not received by CNB on or before the 10th day after the payment is due.

The occurrence of any of the following with respect to any Borrower or guarantor of this Note or any general partner of such Borrower or guarantor shall constitute an “Event of Default” hereunder:

1.             Failure to make any payment of principal or interest when due under this Note;

2.Filing of a petition by or against any of such parties under any provision of the Bankruptcy Code;

3.             Appointment of a receiver or an assignee for the benefit of creditors;

4.Commencement of dissolution or liquidation proceedings or the disqualification (under any applicable law or regulation) of any of such parties which is a corporation, partnership, joint venture or any other type of entity;

5.             Death or incapacity of any of such parties which is an individual;

6.Revocation of any guaranty of this Note, or any guaranty of this Note becomes unenforceable as to any future advances under this Note;

7.Any financial statement provided by any of such parties to CNB is false or materially misleading;

8.Any material default in the payment or performance of any obligation, or any default under any provision of any con­tract or instrument pursuant to which any of such parties has incurred any obligation for borrowed money, any purchase obligation or any other liability of any kind to any person or entity, including CNB;

9.Any sale or transfer of all or a substantial part of the assets of any of such parties other than in the ordinary course of business; or

10.Any violation, breach or default under this Note, any letter agreement, guaranty, security agreement, deed of trust, subordination agreement or any other contract or instrument executed in connection with this Note or securing this Note.

Upon the occurrence of any Event of Default, CNB, at its option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, protest or notice of dishonor, all of which are expressly waived by Borrower, and CNB shall have no obligation to make any further advances hereunder.  Borrower agrees to pay all costs and expenses, including reasonable attorneys’ fees, expended or incurred by CNB (or allocable to CNB’s in-house counsel) in connection with the enforcement of this Note or the collection of any sums due hereunder and irrespective of whether suit is filed.

Upon the occurrence of any Event of Default (and without constituting a waiver of the Event of Default), and until the Event of Default has been cured, the outstanding principal (and interest, to the extent permitted by law) shall bear additional interest at a fluctuating rate equal to five percent (5%) per annum higher than the interest rate as determined above; provided, however, for purposes hereof, a LIBOR Loan shall be treated as a Prime Loan upon the termination of the Interest Period.

This Note and all matters related hereto shall be governed by the laws of the State of California.  If this Note is executed by more than one Borrower, all obligations are joint and several.

International Aluminum Corporation, a California corporation
By:	/s/ Mitchell K. Fogelman
	Mitchell K. Fogelman, SVP — Finance/CFO

3

EX-10.10

Exhibit 10.10

CHANGE OF CONTROL AGREEMENT

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

RECITALS

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

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

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

ARTICLE 1

DEFINITIONS

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

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

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

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

1

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

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

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

(b)The Company consummates a merger, reorganization or consolidation to which it is a party (regardless as to whether it is the surviving entity), or the Company sells all or substantially all of its assets (each such transaction being referred to in this Section 1.4(b) as a “Transaction”), unless Persons who were Beneficial Owners of the outstanding voting securities of the Company immediately prior to the consummation of the Transaction Beneficially Own immediately after the consummation of the Transaction at least fifty percent of the combined voting power of the then-outstanding securities of the Person surviving or resulting from the Transaction.

1.5COBRA.  “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

1.6Code.  “Code” means the Internal Revenue Code of 1986, as amended.

1.7Disability.  “Disability” means a physical or mental disability of the Executive, as certified in a written statement from a licensed physician selected or approved by the Executive Committee, that results in the Executive being unable to perform his duties as an employee of the Company on a full-time basis (after reasonable accommodation by the Company) for (i) 120 consecutive days or (ii) 180 days (regardless of whether such days are consecutive) during any period of 365 consecutive days.

1.8Employment.  “Employment” means the Executive’s employment in any capacity with the Company.

1.9Exchange Act.  “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2

1.10Good Reason.  “Good Reason” means the occurrence after a Change of Control of any of the following actions by the Company, unless the Executive, in his discretion, consents thereto in writing or the action by the Company is reversed or abandoned within 30 days after the Company receives from the Executive written notice of the Executive’s objection to the action: (i) a reduction in the Executive’s annual base salary as in effect on the date immediately prior to the Change of Control or a failure to make any scheduled base salary payment within fifteen days after its due date, unless the Company’s Board of Directors determines in good faith that such base salary reduction is more than offset by the aggregate value of any new compensation plans or other Employment-related benefits that are provided to the Executive after the Change of Control; (ii) the Company’s requirement that the Executive perform his or her Employment duties at an office that is more than 25 miles from the Company’s office at which the Executive was principally employed on the date immediately prior to the Change of Control; (iii) a change or diminution in Executive’s employment duties that is materially inconsistent with the duties usually associated with the office of the President of a corporation; or (iv) a failure by the Company to continue for the benefit of the Executive any material compensation plan in which the Executive participated on the date immediately prior to the Change of Control, unless the discontinuation of such plan was outside the Company’s reasonable control or unless the Company discontinues such plan for all of its executive officers.  Notwithstanding the foregoing, Good Reason for the Executive to terminate his or her Employment shall not exist by reason of any of the Company’s actions described in the preceding sentence if the action is preceded by a written notice from the Company of an intention to terminate the Executive’s Employment for Cause or because of the Executive’s Disability and is then followed by a termination of Employment for Cause or Disability.

1.11JAMS.  “JAMS” means the Judicial Arbitration Mediation Service or its successor by law or by written agreement with JAMS.

1.12Person.  “Person” means any natural person, corporation, partnership, limited liability company or other association or entity.

1.13Securities Act.  “Securities Act” means the Securities Act of 1933, as amended.

1.14Retention Bonus.  “Retention Bonus” means the bonus compensation that the Company has agreed to pay to the Executive pursuant to Article 2 upon the occurrence of a Change of Control.

1.15Severance Payment.   “Severance Payment” means the severance compensation that the Company has agreed to pay to the Executive pursuant to Article 3 upon the termination of the Executive’s Employment after a Change of Control.

1.16Vanderstar.  “Vanderstar” means Cornelius C. Vanderstar and Marguerite D. Vanderstar, or either of them, individually or as trustees of the Vanderstar Family Trust, so long as he or she is a Beneficial Owner of capital stock of the Company as of the date that the acquisition of securities or other transaction in question occurs.

1.17Without Cause.  “Without Cause” means the termination of the Executive’s Employment by the Company other than for Cause and other than by reason of the death or Disability of the Executive.

3

1.18Other Definitions.  Any term defined in any other section of this Agreement shall have its defined meaning wherever used in this Agreement.

ARTICLE 2
RETENTION BONUS

2.1Right to a Retention Bonus.  The Executive shall be entitled to receive a Retention Bonus in the amount specified in Section 2.2 if, but only if:

(a)A Change of Control occurs; and

(b)The Executive is an employee of the Company as of the date the Change of Control occurred.

2.2Amount of the Retention Bonus.  If the Executive becomes entitled to a Retention Bonus under this Agreement, the amount of the Retention Bonus shall equal the product of six times the Executive’s monthly base salary that was in effect on the date on which the Change of Control occurred; provided, however, that any base salary that is excluded from gross income for federal income tax purposes pursuant to Section 125 or 401(k) of the Code and any base salary that is deferred by the Executive pursuant to an employer-sponsored deferred compensation plan shall be included in the calculation of the Executive’s base salary for purposes of this Section 2.2.

2.3Payment of the Retention Bonus.  The Retention Bonus to which the Executive is entitled pursuant to Section 2.2 shall be paid in a lump sum within ten days following the date on which the Change of Control occurred.

2.4Withholding of Taxes.  The Company may withhold from the Retention Bonus all federal, state, local, FICA, Medicaid and similar taxes required by applicable law to be withheld by the Company.

ARTICLE 3
SEVERANCE PAYMENT

3.1Right to a Severance Payment.  In addition to the Retention Bonus to which the Executive is entitled under Section 2.1, the Executive shall be entitled to receive a Severance Payment in the amount specified in Section 3.3 if, but only if:

(a)A Change of Control occurs;

(b)The Executive is an employee of the Company as of the date of the Change of Control; and

(c)(i) The Executive’s Employment is terminated Without Cause within two years after the Change of Control or (ii) the Executive terminates his Employment for Good Reason within two years after the Change of Control and within 60 days after the occurrence of the fact or event that permitted the Executive to terminate his Employment for Good Reason.

4

3.2Notice of Termination.  Any purported termination of the Executive’s Employment after the occurrence of a Change of Control for Cause or Good Reason or because of the Executive’s Disability shall be communicated to the other party by written notice of termination.  The notice (i) shall be given at least 15 days prior to the Employment termination date, (ii) shall specify the Employment termination date (which shall not be more than thirty days after the delivery of the notice), and (iii) shall set forth in reasonable detail the facts claimed to provide a basis for the Employment termination for the specified reason.

3.3Amount of the Severance Payment.

(a)If the Executive becomes entitled to a Severance Payment under this Agreement, the amount of the Severance Payment shall equal the product of 24 times the Executive’s monthly base salary that was in effect on the date of the termination of the Executive’s Employment or, if greater, that was in effect on the date that immediately preceded the date on which the Change of Control occurred; provided, however, that any base salary that is excluded from gross income for federal income tax purposes pursuant to Section 125 or 401(k) of the Code and any base salary that is deferred by the Executive pursuant to an employer-sponsored deferred compensation plan shall be included in the calculation of the Executive’s base salary for purposes of this Section 3.3(a).

(b)The amount of the Severance Payment calculated under Section 3.3(a) above shall be reduced by the amount of any and all cash severance-type payments which the Executive receives pursuant to any other severance plan, agreement, policy or program of the Company or any of the Company’s subsidiaries.  However, if the amount of the cash severance-type payments received under such other severance plan, agreement, policy or program is greater than the Severance Payment that is payable under this Agreement, the Executive shall be entitled to the amount payable under such other plan, agreement, policy or program in lieu of the Severance Payment under this Agreement.  The payment to the Executive of the Retention Bonus or any amount under a stock option plan, stock incentive plan, shareholders’ agreement or similar agreement in consideration for the Executive’s equity ownership interest in the Company or any direct or indirect parent company shall not be construed as a “severance-type payment.”

3.4Payment of the Severance Payment; Release Agreement.

(a)Subject to the following paragraphs of this Section 3.4, the Severance Payment to which the Executive is entitled pursuant to Section 3.3 shall be paid in a lump sum concurrently with the termination of Employment of the Executive as described in Section 3.1(c).

(b)As a condition to the receipt of the Severance Payment, the Executive must execute and deliver to the Company a general release provided by the Company, to be in form and substance reasonably satisfactory to the Company, that releases the Company and its respective owners, directors, officers, managers, employees, subsidiaries and agents from any and all claims that the Executive may have against such released Persons, whether known or unknown, absolute or contingent, other than (i) claims under this Agreement, (ii) claims under any other written agreement to which the Executive is a party, (iii) claims under written employee benefit plans, and (iv) claims for accrued but unpaid salary, bonuses, vacation pay and expense reimbursement obligations.

5

3.5Excise Tax Limitation.  Notwithstanding anything to the contrary in this Agreement, if the Company determines in good faith that any portion of the Retention Bonus or Severance Payment to which the Executive is entitled would be subject to the excise tax imposed by Section 4999 of the Code, then the Retention Bonus or Severance Payment, as the case may be, shall be reduced by the Company to the minimum extent necessary to avoid any such excise tax.  All determinations required to be made pursuant to the preceding sentence shall be made by the Board of Directors of the Company, which shall provide supporting calculations and documentation to the Executive promptly following his request therefor.

3.6Withholding of Taxes.  The Company may withhold from the Severance Payment and any other amounts payable under this Agreement all federal, state, local, FICA, Medicaid and similar taxes required by applicable law to be withheld by the Company.

3.7COBRA Payments.

(a)If the Executive becomes entitled to a Severance Payment under this Agreement and if the Executive elects under COBRA to continue to receive any group health care coverage under COBRA, the Company shall reimburse the Executive for the amount of the Executive’s COBRA premiums for the period ending 24 months after the Executive’s Employment termination.  Each such reimbursement by the Company shall be made within 15 days after its receipt of written evidence of a COBRA payment made by the Executive; alternatively, the Company may make such direct payments directly on behalf of the Executive.  Notwithstanding the foregoing, the Company shall not be required to make any COBRA payment or reimbursement with respect to any period after the Executive becomes covered under any other group health plan that provides equal or greater benefits to the Executive than the Company’s group health plan, and the Company shall remain entitled to terminate or amend its group health plans at any time.

(b)The benefits provided to the Executive under Section 3.7(a) are in addition to, and not in lieu of, any other post-employment health care benefits to which the Executive may be entitled under any group health care plan or program that the Company may elect to provide from time to time to the Executive and its other employees.

3.8No Mitigation Duty.  The Executive shall have no duty to mitigate the amount of the Severance Payment, or the COBRA payments described in Section 3.7(a), by seeking other employment or by taking any other action, and the amount of the Severance Payment shall not be reduced by any income that the Executive receives from subsequent employment.

3.9No Right to Receive Base Salary, Bonuses, Benefits and Perquisites After an Employment Termination.

(a)Except as may otherwise be agreed to in writing between the Company and the Executive or as may be required by applicable law with respect to continued group health care coverage under COBRA, any obligation on the part of the Company to provide base salary, bonuses, life and health insurance coverage, other employee benefits, expense reimbursements and perquisites to the Executive shall terminate on the date of the termination of the Executive’s Employment, regardless of the reason that the Executive’s Employment terminated.

6

(b)Notwithstanding anything to the contrary in Section 3.9(a) or in any other provision of this Agreement, upon a termination of Employment for any reason (i) the Executive shall be entitled to receive any base salary that is accrued but unpaid as of the Employment termination date, (ii) to the extent provided by written Company policies or by applicable law, the Executive shall be entitled to receive any bonus or vacation pay that is accrued but unpaid as of the Employment termination date, (iii) the Executive shall be entitled to receive any compensation that he previously deferred in accordance with the terms of any written deferred compensation plan maintained by the Company, and (iv) the Executive shall remain entitled to be reimbursed for any business expenses that were properly incurred by him during the Executive’s Employment in accordance with Company policies.

3.10No Payments or Benefits Prior to a Change of Control.  Prior to a Change of Control, the Executive shall not be entitled to receive any Retention Bonus, Severance Payment or other payments or benefits under this Agreement.  Except as provided below in Section 3.15, the Executive shall not be entitled to receive any Retention Bonus, Severance Payment or other payments or benefits under this Agreement if his Employment is terminated for any reason prior to a Change of Control and if a Change of Control subsequently occurs.

3.11No Death, Disability or Retirement Payments or Benefits Payable Under this Agreement.  Except as provided in Section 2.1 with respect to a Retention Bonus and in Section 3.9(b) with respect to accrued but unpaid salary, vacation time, bonuses and other specified accrued items, this Agreement does not provide the Executive with a right to receive a Severance Payment or any other payments or benefits if his Employment terminates before or after the occurrence of a Change of Control by reason of Disability, death, retirement or for any other reason except a termination described in Section 3.1(c).

3.12Benefits Under Other Company Plans.  Except as provided above in Section 3.3(b), the Severance Payment shall not reduce any amounts otherwise payable to the Executive under, or in any way diminish any of the Executive’s rights as an employee under, any written employee benefit, retirement or incentive plan or written employment agreement to which the Executive is now, or subsequently becomes, a party or a participant.

3.13At Will Employment.  Neither this Agreement nor the Retention Bonus or Severance Payment payable hereunder shall be deemed to limit, replace or otherwise affect the “at will” nature of the Executive’s Employment, and this Agreement shall not be construed as an employment contract.  The Executive’s Employment may be terminated by either the Company or the Executive at any time and for any reason (including for no specified reason), and nothing contained in this Agreement shall be construed as creating any minimum period of Employment.  Except as specifically provided (i) in this Agreement, (ii) in any written employment agreement or other written agreement that the Executive may enter into with the Company, or (iii) in any written employee manual, policy or benefit plan that the Company has provided to the Executive, the Company shall have no obligation to make any compensation, severance or other payments to the Executive, or to provide any other benefits to the Executive, after the date of the termination of the Executive’s Employment for any reason.  This Agreement does not provide a pension for the Executive nor shall any payment hereunder be characterized as deferred compensation.

7

3.14Term of this Agreement.  This Agreement shall commence on the date set forth above.  If a Change of Control has not occurred, either the Company or the Executive may terminate this Agreement and all obligations of the parties hereunder upon the delivery of at least one year’s prior written notice to the other party; provided, however, that if a Change of Control occurs prior to the effective date of the termination notice described in the preceding sentence, this Agreement shall not terminate pursuant to such termination notice.  Furthermore, this Agreement may be terminated after the occurrence of a Change of Control only by the written agreement of the Company and the Executive; provided, however, that the Executive shall be entitled to a Severance Payment hereunder only as provided in Section 3.1.

3.15Termination of Employment in Anticipation of a Change of Control.  Notwithstanding anything to the contrary in this Agreement, if the Executive’s Employment is terminated within 90 days prior to the occurrence of a Change of Control, the Executive shall be entitled to claim that his or her Employment was terminated (i) by the Company Without Cause or by the Executive for Good Reason and (ii) directly as a result of the anticipated Change of Control.  The Executive shall have the burden of proving such claim.  A Retention Bonus in the amount described in Section 2.1, a Severance Payment in the amount described in Section 3.3 and the COBRA payments described in Section 3.7 shall be owed to the Executive if, but only if, (i) the Company in its absolute discretion agrees with the Executive’s claim or (ii) an arbitrator agrees with the Executive’s claim and awards a Retention Bonus, Severance Payment or COBRA payments in an arbitration proceeding brought pursuant to Section 4.14 below.  All other provisions of this Article 3 shall be applicable to any Retention Bonus, Severance Payment and COBRA payments to which the Executive becomes entitled under this Section 3.15.

3.16Confidential Information.  After the termination for any reason of the Executive’s Employment, the Executive shall at no time, without the prior written consent of the Company or as may otherwise be required by a court of competent jurisdiction, (i) directly or indirectly divulge to any Person other than the Company or a Person designated in writing by the Company any confidential information or trade secrets regarding the Company or any of its subsidiaries or affiliated companies or (ii) directly or indirectly use any such confidential information or trade secrets for the Executive’s personal benefit or the benefit of any Person other than the Company and its subsidiaries and affiliates in the Executive’s performance of his employment duties.

ARTICLE 4
GENERAL PROVISIONS

4.1Successors and Assigns.  This Agreement shall be binding upon, and shall benefit, the personal representative, estate, beneficiaries (by will or by the laws of descent and distribution), and other successors and assigns of each party to this Agreement.  However, this Agreement is personal to the Executive and may not be assigned by him other than by will or the laws of descent and distribution.  The Company shall require any successor by purchase, merger or otherwise to all or substantially all of the business and assets of the Company to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform such obligations if no such succession had taken place.

8

4.2Expenses.  Except as otherwise provided in Sections 4.14 and 4.15 of this Agreement, each party to this Agreement shall bear its own costs and expenses incurred in connection with this Agreement.

4.3Notices.  All notices and other communications required or permitted by this Agreement to be given by one party to another party shall be delivered in writing, by registered or certified United States mail (postage prepaid and return receipt requested) or by reputable overnight delivery service, to the Company or the Executive, as applicable, at the address that appears on the signature page of this Agreement (or to such other address that one party gives the other in the foregoing manner).  Any such notice or other communication that is sent in the foregoing manner shall be deemed to have been delivered three days after deposit in the United States mail or one day after delivery to an overnight delivery service.

4.4Entire Agreement.  This Agreement constitutes the entire agreement of the Company and the Executive relating to the subject matter of this Agreement and supersedes any and all other prior agreements and understandings (written or oral) relating to such subject matter.

4.5Calculation of Time.  Wherever in this Agreement a period of time is stated in a number of days, it shall be deemed to mean calendar days.  However, when any period of time so stated would end upon a Saturday, Sunday, or legal holiday, such period shall be deemed to end upon the next day following that is not a Saturday, Sunday or legal holiday.

4.6Further Assurances.  Each party to this Agreement shall perform any further acts and execute and deliver any further documents that may be requested by another party and that are reasonably necessary to carry out the provisions of this Agreement.

4.7Provisions Subject to Applicable Law.  All provisions of this Agreement shall be applicable only to the extent that they do not violate any applicable law, and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal or unenforceable under any applicable law.  If any provision of this Agreement or any application thereof shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby.

4.8Waiver of Rights.  Neither party to this Agreement shall be deemed to have waived any right or remedy that it has under this Agreement unless this Agreement expressly provides a period of time within which such right or remedy must be exercised and such period has expired or unless such party has expressly waived the same in writing.  The waiver by a party of a right or remedy hereunder shall not be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.

4.9Headings; Gender and Number. The headings contained in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement.  Where appropriate to the context of this Agreement, use of the singular shall be deemed also to refer to the plural, and use of the plural to the singular, and pronouns of one gender shall be deemed to comprehend either or both of the other genders.  The terms “hereof,”

9

“herein,” “hereby,” and variations thereof shall, whenever used in this Agreement, refer to this Agreement as a whole and not to any particular section hereof.

4.10Amendment and Termination.  This Agreement may be amended only pursuant to a writing executed by the Company and the Executive.  This Agreement may be terminated only as provided above in Section 3.14 or pursuant to a writing executed by the Company and the Executive.

4.11Counterparts.  This Agreement may be executed in two counterparts, and by each party on a separate counterpart, each of which shall be deemed an original, but both of which taken together shall constitute but one and the same instrument.  This Agreement may be executed by facsimile signature.

4.12Representation of the Executive; Interpretation of This Agreement.  The Executive acknowledges that he has had an adequate opportunity to review this Agreement with the Executive’s counsel, if any, prior to executing this Agreement.  The terms of this Agreement have been negotiated by the Company and the Executive, and the language used herein was chosen by the parties to express their mutual intent.  This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing the instrument to be drafted.  The Executive further acknowledges that (i) Troy & Gould Professional Corporation has served as counsel to the Company only (and not to the Executive) in connection with this Agreement, and (ii) neither the Company nor its agents or representatives has made any representations to the Executive regarding the tax consequences to him of any payments pursuant to this Agreement.

4.13Governing Laws.  This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California without giving effect to conflict-of-law principles.

4.14Arbitration of Disputes; Jury Trial Waiver.

(a)To the fullest extent permitted by applicable law, all disputes arising between the Company and the Executive concerning the interpretation or enforcement of this Agreement shall be submitted to final and binding confidential arbitration, before one arbitrator, in accordance with the applicable Comprehensive Arbitration Rules and Procedures of JAMS in effect on the date of such arbitration including, without limitation, the discovery rights that are expressly provided by the Comprehensive Arbitration Rules and Procedures of JAMS.  All arbitration proceedings shall be conducted in Los Angeles, California, and shall be administered by JAMS.  Each party consents to such venue and jurisdiction and agrees that personal jurisdiction over such party for purposes of the arbitration proceeding or for any court action that is permitted by this Agreement may be effected by service of process addressed and delivered as provided in Section 4.3.

(b)A party shall be entitled to initiate an arbitration proceeding if a dispute cannot be resolved amicably within thirty days after the other party or parties have been notified in writing of the existence of the dispute.  The parties shall attempt to agree upon the arbitrator, who shall be a retired California state or federal court judge from the Los Angeles, California, office of JAMS.  If the parties cannot agree upon an arbitrator within fifteen days after the matter is submitted for arbitration, a retired California state or federal court judge from the Los Angeles,

10

California, office of JAMS promptly shall be appointed in accordance with the applicable rules of JAMS to serve as the sole arbitrator.  Each party shall have the right to be represented by counsel in the arbitration proceeding and, if required by JAMS, the arbitration proceeding shall comply with the JAMS “Minimum Standards of Procedural Fairness for Employment Arbitration.”

(c)The arbitrator hereby is instructed to interpret and enforce this Agreement in strict accordance with its terms, and the arbitrator shall not have the right or power to alter or amend any term of this Agreement except to the limited extent expressly provided in Section 4.7.  The arbitrator is required to apply applicable substantive law in making an award, and the arbitrator is required to issue a written decision that summarizes the findings and conclusions upon which the award is based.  An award of the arbitrator that is in violation of the requirements of either of the two immediately preceding sentences shall constitute an action that exceeds the arbitrator’s power under this Agreement and, as such, may be vacated by a court of competent jurisdiction.  The arbitrator’s award may be enforced in any court having jurisdiction over the matter.

(d)Notwithstanding the preceding provisions of this Section 4.14, each party is entitled to bring an action for temporary or preliminary injunctive relief at any time in any court of competent jurisdiction in order to prevent immeasurable and irreparable injury that might result from a breach of this Agreement.

(e)EACH PARTY AGREES THAT, IN CONNECTION WITH AND AS PART OF THE ARBITRATION PROVISIONS OF THIS SECTION 4.14, ALL RIGHTS TO A TRIAL BY A JURY OF ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE FOREVER AND ABSOLUTELY WAIVED.

4.15Attorneys’ Fees and Other Expenses.  To the fullest extent permitted by applicable law, the unsuccessful party to any arbitration proceeding or to any court action that is permitted by this Agreement shall pay to the prevailing party all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred in the arbitration proceeding or the court action by the successful party, all of which shall be included in and as a part of the award rendered in the proceeding or action.  For purposes of this Section 4.15, attorneys’ fees shall include, without limitation, fees incurred in connection with post-judgment and post-award actions.  Notwithstanding the preceding provisions of this Section 4.15, if required by applicable California law, the Company shall pay the fees of the arbitrator and all other fees that are charged by JAMS in connection with the arbitration proceeding.

[Signature page follows]

11

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first above written. 

INTERNATIONAL ALUMINUM CORPORATION
By:	/s/ Cornelius C. Vanderstar
	Cornelius C. Vanderstar
	Chairman of the Board
Address:
767 Monterey Pass Road
Monterey Park, California 91754
/s/ Ronald L. Rudy
Executive’s Signature
Ronald L. Rudy
Print Executive’s Name
Executive’s Address:
6261 Majorca Circle
Long Beach, California 90803

12

EX-10.11

Exhibit 10.11

CHANGE OF CONTROL AGREEMENT

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

RECITALS

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

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

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

ARTICLE 1
DEFINITIONS

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

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

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

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

1

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

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

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

(b)The Company consummates a merger, reorganization or consolidation to which it is a party (regardless as to whether it is the surviving entity), or the Company sells all or substantially all of its assets (each such transaction being referred to in this Section 1.4(b) as a “Transaction”), unless Persons who were Beneficial Owners of the outstanding voting securities of the Company immediately prior to the consummation of the Transaction Beneficially Own immediately after the consummation of the Transaction at least fifty percent of the combined voting power of the then-outstanding securities of the Person surviving or resulting from the Transaction.

1.5COBRA.  “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

1.6Code.  “Code” means the Internal Revenue Code of 1986, as amended.

1.7Disability.  “Disability” means a physical or mental disability of the Executive, as certified in a written statement from a licensed physician selected or approved by the Executive Committee, that results in the Executive being unable to perform his duties as an employee of the Company on a full-time basis (after reasonable accommodation by the Company) for (i) 120 consecutive days or (ii) 180 days (regardless of whether such days are consecutive) during any period of 365 consecutive days.

1.8Employment.  “Employment” means the Executive’s employment in any capacity with the Company.

1.9Exchange Act.  “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2

1.10Good Reason.  “Good Reason” means the occurrence after a Change of Control of any of the following actions by the Company, unless the Executive, in his discretion, consents thereto in writing or the action by the Company is reversed or abandoned within 30 days after the Company receives from the Executive written notice of the Executive’s objection to the action: (i) a reduction in the Executive’s annual base salary as in effect on the date immediately prior to the Change of Control or a failure to make any scheduled base salary payment within fifteen days after its due date, unless the Company’s Board of Directors determines in good faith that such base salary reduction is more than offset by the aggregate value of any new compensation plans or other Employment-related benefits that are provided to the Executive after the Change of Control; (ii) the Company’s requirement that the Executive perform his or her Employment duties at an office that is more than 25 miles from the Company’s office at which the Executive was principally employed on the date immediately prior to the Change of Control; (iii) a change or diminution in Executive’s employment duties that is materially inconsistent with the duties usually associated with the office of the Senior Vice President-Operations of a corporation; or (iv) a failure by the Company to continue for the benefit of the Executive any material compensation plan in which the Executive participated on the date immediately prior to the Change of Control, unless the discontinuation of such plan was outside the Company’s reasonable control or unless the Company discontinues such plan for all of its executive officers.  Notwithstanding the foregoing, Good Reason for the Executive to terminate his or her Employment shall not exist by reason of any of the Company’s actions described in the preceding sentence if the action is preceded by a written notice from the Company of an intention to terminate the Executive’s Employment for Cause or because of the Executive’s Disability and is then followed by a termination of Employment for Cause or Disability.

1.11JAMS.  “JAMS” means the Judicial Arbitration Mediation Service or its successor by law or by written agreement with JAMS.

1.12Person.  “Person” means any natural person, corporation, partnership, limited liability company or other association or entity.

1.13Securities Act.  “Securities Act” means the Securities Act of 1933, as amended.

1.14Retention Bonus.  “Retention Bonus” means the bonus compensation that the Company has agreed to pay to the Executive pursuant to Article 2 upon the occurrence of a Change of Control.

1.15Severance Payment.   “Severance Payment” means the severance compensation that the Company has agreed to pay to the Executive pursuant to Article 3 upon the termination of the Executive’s Employment after a Change of Control.

1.16Vanderstar.  “Vanderstar” means Cornelius C. Vanderstar and Marguerite D. Vanderstar, or either of them, individually or as trustees of the Vanderstar Family Trust, so long as he or she is a Beneficial Owner of capital stock of the Company as of the date that the acquisition of securities or other transaction in question occurs.

1.17Without Cause.  “Without Cause” means the termination of the Executive’s Employment by the Company other than for Cause and other than by reason of the death or Disability of the Executive.

3

1.18Other Definitions.  Any term defined in any other section of this Agreement shall have its defined meaning wherever used in this Agreement.

ARTICLE 2
RETENTION BONUS

2.1Right to a Retention Bonus.  The Executive shall be entitled to receive a Retention Bonus in the amount specified in Section 2.2 if, but only if:

(a)A Change of Control occurs; and

(b)The Executive is an employee of the Company as of the date the Change of Control occurred.

2.2Amount of the Retention Bonus.  If the Executive becomes entitled to a Retention Bonus under this Agreement, the amount of the Retention Bonus shall equal the product of six times the Executive’s monthly base salary that was in effect on the date on which the Change of Control occurred; provided, however, that any base salary that is excluded from gross income for federal income tax purposes pursuant to Section 125 or 401(k) of the Code and any base salary that is deferred by the Executive pursuant to an employer-sponsored deferred compensation plan shall be included in the calculation of the Executive’s base salary for purposes of this Section 2.2.

2.3Payment of the Retention Bonus.  The Retention Bonus to which the Executive is entitled pursuant to Section 2.2 shall be paid in a lump sum within ten days following the date on which the Change of Control occurred.

2.4Withholding of Taxes.  The Company may withhold from the Retention Bonus all federal, state, local, FICA, Medicaid and similar taxes required by applicable law to be withheld by the Company.

ARTICLE 3
SEVERANCE PAYMENT

3.1Right to a Severance Payment.  In addition to the Retention Bonus to which the Executive is entitled under Section 2.1, the Executive shall be entitled to receive a Severance Payment in the amount specified in Section 3.3 if, but only if:

(a)A Change of Control occurs;

(b)The Executive is an employee of the Company as of the date of the Change of Control; and

(c)(i) The Executive’s Employment is terminated Without Cause within one year after the Change of Control or (ii) the Executive terminates his Employment for Good Reason within one year after the Change of Control and within 60 days after the occurrence of the fact or event that permitted the Executive to terminate his Employment for Good Reason.

4

3.2Notice of Termination.  Any purported termination of the Executive’s Employment after the occurrence of a Change of Control for Cause or Good Reason or because of the Executive’s Disability shall be communicated to the other party by written notice of termination.  The notice (i) shall be given at least 15 days prior to the Employment termination date, (ii) shall specify the Employment termination date (which shall not be more than thirty days after the delivery of the notice), and (iii) shall set forth in reasonable detail the facts claimed to provide a basis for the Employment termination for the specified reason.

3.3Amount of the Severance Payment.

(a)If the Executive becomes entitled to a Severance Payment under this Agreement, the amount of the Severance Payment shall equal the product of 12 times the Executive’s monthly base salary that was in effect on the date of the termination of the Executive’s Employment or, if greater, that was in effect on the date that immediately preceded the date on which the Change of Control occurred; provided, however, that any base salary that is excluded from gross income for federal income tax purposes pursuant to Section 125 or 401(k) of the Code and any base salary that is deferred by the Executive pursuant to an employer-sponsored deferred compensation plan shall be included in the calculation of the Executive’s base salary for purposes of this Section 3.3(a).

(b)The amount of the Severance Payment calculated under Section 3.3(a) above shall be reduced by the amount of any and all cash severance-type payments which the Executive receives pursuant to any other severance plan, agreement, policy or program of the Company or any of the Company’s subsidiaries.  However, if the amount of the cash severance-type payments received under such other severance plan, agreement, policy or program is greater than the Severance Payment that is payable under this Agreement, the Executive shall be entitled to the amount payable under such other plan, agreement, policy or program in lieu of the Severance Payment under this Agreement.  The payment to the Executive of the Retention Bonus or any amount under a stock option plan, stock incentive plan, shareholders’ agreement or similar agreement in consideration for the Executive’s equity ownership interest in the Company or any direct or indirect parent company shall not be construed as a “severance-type payment.”

3.4Payment of the Severance Payment; Release Agreement.

(a)Subject to the following paragraphs of this Section 3.4, the Severance Payment to which the Executive is entitled pursuant to Section 3.3 shall be paid in a lump sum concurrently with the termination of Employment of the Executive as described in Section 3.1(c).

(b)As a condition to the receipt of the Severance Payment, the Executive must execute and deliver to the Company a general release provided by the Company, to be in form and substance reasonably satisfactory to the Company, that releases the Company and its respective owners, directors, officers, managers, employees, subsidiaries and agents from any and all claims that the Executive may have against such released Persons, whether known or unknown, absolute or contingent, other than (i) claims under this Agreement, (ii) claims under any other written agreement to which the Executive is a party, (iii) claims under written employee benefit plans, and (iv) claims for accrued but unpaid salary, bonuses, vacation pay and expense reimbursement obligations.

5

3.5Excise Tax Limitation.  Notwithstanding anything to the contrary in this Agreement, if the Company determines in good faith that any portion of the Retention Bonus or Severance Payment to which the Executive is entitled would be subject to the excise tax imposed by Section 4999 of the Code, then the Retention Bonus or Severance Payment, as the case may be, shall be reduced by the Company to the minimum extent necessary to avoid any such excise tax.  All determinations required to be made pursuant to the preceding sentence shall be made by the Board of Directors of the Company, which shall provide supporting calculations and documentation to the Executive promptly following his request therefor.

3.6Withholding of Taxes.  The Company may withhold from the Severance Payment and any other amounts payable under this Agreement all federal, state, local, FICA, Medicaid and similar taxes required by applicable law to be withheld by the Company.

3.7COBRA Payments.

(a)If the Executive becomes entitled to a Severance Payment under this Agreement and if the Executive elects under COBRA to continue to receive any group health care coverage under COBRA, the Company shall reimburse the Executive for the amount of the Executive’s COBRA premiums for the period ending 12 months after the Executive’s Employment termination.  Each such reimbursement by the Company shall be made within 15 days after its receipt of written evidence of a COBRA payment made by the Executive; alternatively, the Company may make such payments directly on behalf of the Executive.  Notwithstanding the foregoing, the Company shall not be required to make any COBRA payment or reimbursement with respect to any period after the Executive becomes covered under any other group health plan that provides equal or greater benefits to the Executive than the Company’s group health plan, and the Company shall remain entitled to terminate or amend its group health plans at any time.

(b)The benefits provided to the Executive under Section 3.7(a) are in addition to, and not in lieu of, any other post-employment health care benefits to which the Executive may be entitled under any group health care plan or program that the Company may elect to provide from time to time to the Executive and its other employees.

3.8No Mitigation Duty.  The Executive shall have no duty to mitigate the amount of the Severance Payment, or the COBRA payments described in Section 3.7(a), by seeking other employment or by taking any other action, and the amount of the Severance Payment shall not be reduced by any income that the Executive receives from subsequent employment.

3.9No Right to Receive Base Salary, Bonuses, Benefits and Perquisites After an Employment Termination.

(a)Except as may otherwise be agreed to in writing between the Company and the Executive or as may be required by applicable law with respect to continued group health care coverage under COBRA, any obligation on the part of the Company to provide base salary, bonuses, life and health insurance coverage, other employee benefits, expense reimbursements and perquisites to the Executive shall terminate on the date of the termination of the Executive’s Employment, regardless of the reason that the Executive’s Employment terminated.

6

(b)Notwithstanding anything to the contrary in Section 3.9(a) or in any other provision of this Agreement, upon a termination of Employment for any reason (i) the Executive shall be entitled to receive any base salary that is accrued but unpaid as of the Employment termination date, (ii) to the extent provided by written Company policies or by applicable law, the Executive shall be entitled to receive any bonus or vacation pay that is accrued but unpaid as of the Employment termination date, (iii) the Executive shall be entitled to receive any compensation that he previously deferred in accordance with the terms of any written deferred compensation plan maintained by the Company, and (iv) the Executive shall remain entitled to be reimbursed for any business expenses that were properly incurred by him during the Executive’s Employment in accordance with Company policies.

3.10No Payments or Benefits Prior to a Change of Control.  Prior to a Change of Control, the Executive shall not be entitled to receive any Retention Bonus, Severance Payment or other payments or benefits under this Agreement.  Except as provided below in Section 3.15, the Executive shall not be entitled to receive any Retention Bonus, Severance Payment or other payments or benefits under this Agreement if his Employment is terminated for any reason prior to a Change of Control and if a Change of Control subsequently occurs.

3.11No Death, Disability or Retirement Payments or Benefits Payable Under this Agreement.  Except as provided in Section 2.1 with respect to a Retention Bonus and in Section 3.9(b) with respect to accrued but unpaid salary, vacation time, bonuses and other specified accrued items, this Agreement does not provide the Executive with a right to receive a Severance Payment or any other payments or benefits if his Employment terminates before or after the occurrence of a Change of Control by reason of Disability, death, retirement or for any other reason except a termination described in Section 3.1(c).

3.12Benefits Under Other Company Plans.  Except as provided above in Section 3.3(b), the Severance Payment shall not reduce any amounts otherwise payable to the Executive under, or in any way diminish any of the Executive’s rights as an employee under, any written employee benefit, retirement or incentive plan or written employment agreement to which the Executive is now, or subsequently becomes, a party or a participant.

3.13At Will Employment.    Neither this Agreement nor the Retention Bonus or Severance Payment payable hereunder shall be deemed to limit, replace or otherwise affect the “at will” nature of the Executive’s Employment, and this Agreement shall not be construed as an employment contract.  The Executive’s Employment may be terminated by either the Company or the Executive at any time and for any reason (including for no specified reason), and nothing contained in this Agreement shall be construed as creating any minimum period of Employment.  Except as specifically provided (i) in this Agreement, (ii) in any written employment agreement or other written agreement that the Executive may enter into with the Company, or (iii) in any written employee manual, policy or benefit plan that the Company has provided to the Executive, the Company shall have no obligation to make any compensation, severance or other payments to the Executive, or to provide any other benefits to the Executive, after the date of the termination of the Executive’s Employment for any reason.  This Agreement does not provide a pension for the Executive nor shall any payment hereunder be characterized as deferred compensation.

7

3.14Term of this Agreement.  This Agreement shall commence on the date set forth above.  If a Change of Control has not occurred, either the Company or the Executive may terminate this Agreement and all obligations of the parties hereunder upon the delivery of at least one year’s prior written notice to the other party; provided, however, that if a Change of Control occurs prior to the effective date of the termination notice described in the preceding sentence, this Agreement shall not terminate pursuant to such termination notice.  Furthermore, this Agreement may be terminated after the occurrence of a Change of Control only by the written agreement of the Company and the Executive; provided, however, that the Executive shall be entitled to a Severance Payment hereunder only as provided in Section 3.1.

3.15Termination of Employment in Anticipation of a Change of Control.  Notwithstanding anything to the contrary in this Agreement, if the Executive’s Employment is terminated within 90 days prior to the occurrence of a Change of Control, the Executive shall be entitled to claim that his or her Employment was terminated (i) by the Company Without Cause or by the Executive for Good Reason and (ii) directly as a result of the anticipated Change of Control.  The Executive shall have the burden of proving such claim.  A Retention Bonus in the amount described in Section 2.1, a Severance Payment in the amount described in Section 3.3 and the COBRA payments described in Section 3.7 shall be owed to the Executive if, but only if, (i) the Company in its absolute discretion agrees with the Executive’s claim or (ii) an arbitrator agrees with the Executive’s claim and awards a Retention Bonus, Severance Payment or COBRA payments in an arbitration proceeding brought pursuant to Section 4.14 below.  All other provisions of this Article 3 shall be applicable to any Retention Bonus, Severance Payment and COBRA payments to which the Executive becomes entitled under this Section 3.15.

3.16Confidential Information.  After the termination for any reason of the Executive’s Employment, the Executive shall at no time, without the prior written consent of the Company or as may otherwise be required by a court of competent jurisdiction, (i) directly or indirectly divulge to any Person other than the Company or a Person designated in writing by the Company any confidential information or trade secrets regarding the Company or any of its subsidiaries or affiliated companies or (ii) directly or indirectly use any such confidential information or trade secrets for the Executive’s personal benefit or the benefit of any Person other than the Company and its subsidiaries and affiliates in the Executive’s performance of his employment duties.

ARTICLE 4
GENERAL PROVISIONS

4.1Successors and Assigns.  This Agreement shall be binding upon, and shall benefit, the personal representative, estate, beneficiaries (by will or by the laws of descent and distribution), and other successors and assigns of each party to this Agreement.  However, this Agreement is personal to the Executive and may not be assigned by him other than by will or the laws of descent and distribution.  The Company shall require any successor by purchase, merger or otherwise to all or substantially all of the business and assets of the Company to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform such obligations if no such succession had taken place.

8

4.2Expenses.  Except as otherwise provided in Sections 4.14 and 4.15 of this Agreement, each party to this Agreement shall bear its own costs and expenses incurred in connection with this Agreement.

4.3Notices.  All notices and other communications required or permitted by this Agreement to be given by one party to another party shall be delivered in writing, by registered or certified United States mail (postage prepaid and return receipt requested) or by reputable overnight delivery service, to the Company or the Executive, as applicable, at the address that appears on the signature page of this Agreement (or to such other address that one party gives the other in the foregoing manner).  Any such notice or other communication that is sent in the foregoing manner shall be deemed to have been delivered three days after deposit in the United States mail or one day after delivery to an overnight delivery service.

4.4Entire Agreement.  This Agreement constitutes the entire agreement of the Company and the Executive relating to the subject matter of this Agreement and supersedes any and all other prior agreements and understandings (written or oral) relating to such subject matter.

4.5Calculation of Time.  Wherever in this Agreement a period of time is stated in a number of days, it shall be deemed to mean calendar days.  However, when any period of time so stated would end upon a Saturday, Sunday, or legal holiday, such period shall be deemed to end upon the next day following that is not a Saturday, Sunday or legal holiday.

4.6Further Assurances.  Each party to this Agreement shall perform any further acts and execute and deliver any further documents that may be requested by another party and that are reasonably necessary to carry out the provisions of this Agreement.

4.7Provisions Subject to Applicable Law.  All provisions of this Agreement shall be applicable only to the extent that they do not violate any applicable law, and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal or unenforceable under any applicable law.  If any provision of this Agreement or any application thereof shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby.

4.8Waiver of Rights.  Neither party to this Agreement shall be deemed to have waived any right or remedy that it has under this Agreement unless this Agreement expressly provides a period of time within which such right or remedy must be exercised and such period has expired or unless such party has expressly waived the same in writing.  The waiver by a party of a right or remedy hereunder shall not be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.

4.9Headings; Gender and Number. The headings contained in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement.  Where appropriate to the context of this Agreement, use of the singular shall be deemed also to refer to the plural, and use of the plural to the singular, and pronouns of one gender shall be deemed to comprehend either or both of the other genders.  The terms “hereof,”

9

“herein,” “hereby,” and variations thereof shall, whenever used in this Agreement, refer to this Agreement as a whole and not to any particular section hereof.

4.10Amendment and Termination.  This Agreement may be amended only pursuant to a writing executed by the Company and the Executive.  This Agreement may be terminated only as provided above in Section 3.14 or pursuant to a writing executed by the Company and the Executive.

4.11Counterparts.  This Agreement may be executed in two counterparts, and by each party on a separate counterpart, each of which shall be deemed an original, but both of which taken together shall constitute but one and the same instrument.  This Agreement may be executed by facsimile signature.

4.12Representation of the Executive; Interpretation of This Agreement.  The Executive acknowledges that he has had an adequate opportunity to review this Agreement with the Executive’s counsel, if any, prior to executing this Agreement.  The terms of this Agreement have been negotiated by the Company and the Executive, and the language used herein was chosen by the parties to express their mutual intent.  This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing the instrument to be drafted.  The Executive further acknowledges that (i) Troy & Gould Professional Corporation has served as counsel to the Company only (and not to the Executive) in connection with this Agreement, and (ii) neither the Company nor its agents or representatives has made any representations to the Executive regarding the tax consequences to him of any payments pursuant to this Agreement.

4.13Governing Laws.  This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California without giving effect to conflict-of-law principles.

4.14Arbitration of Disputes; Jury Trial Waiver.

(a)To the fullest extent permitted by applicable law, all disputes arising between the Company and the Executive concerning the interpretation or enforcement of this Agreement shall be submitted to final and binding confidential arbitration, before one arbitrator, in accordance with the applicable Comprehensive Arbitration Rules and Procedures of JAMS in effect on the date of such arbitration including, without limitation, the discovery rights that are expressly provided by the Comprehensive Arbitration Rules and Procedures of JAMS.  All arbitration proceedings shall be conducted in Los Angeles, California, and shall be administered by JAMS.  Each party consents to such venue and jurisdiction and agrees that personal jurisdiction over such party for purposes of the arbitration proceeding or for any court action that is permitted by this Agreement may be effected by service of process addressed and delivered as provided in Section 4.3.

(b)A party shall be entitled to initiate an arbitration proceeding if a dispute cannot be resolved amicably within thirty days after the other party or parties have been notified in writing of the existence of the dispute.  The parties shall attempt to agree upon the arbitrator, who shall be a retired California state or federal court judge from the Los Angeles, California, office of JAMS.  If the parties cannot agree upon an arbitrator within fifteen days after the matter is submitted for arbitration, a retired California state or federal court judge from the Los Angeles,

10

California, office of JAMS promptly shall be appointed in accordance with the applicable rules of JAMS to serve as the sole arbitrator.  Each party shall have the right to be represented by counsel in the arbitration proceeding and, if required by JAMS, the arbitration proceeding shall comply with the JAMS “Minimum Standards of Procedural Fairness for Employment Arbitration.”

(c)The arbitrator hereby is instructed to interpret and enforce this Agreement in strict accordance with its terms, and the arbitrator shall not have the right or power to alter or amend any term of this Agreement except to the limited extent expressly provided in Section 4.7.  The arbitrator is required to apply applicable substantive law in making an award, and the arbitrator is required to issue a written decision that summarizes the findings and conclusions upon which the award is based.  An award of the arbitrator that is in violation of the requirements of either of the two immediately preceding sentences shall constitute an action that exceeds the arbitrator’s power under this Agreement and, as such, may be vacated by a court of competent jurisdiction.  The arbitrator’s award may be enforced in any court having jurisdiction over the matter.

(d)Notwithstanding the preceding provisions of this Section 4.14, each party is entitled to bring an action for temporary or preliminary injunctive relief at any time in any court of competent jurisdiction in order to prevent immeasurable and irreparable injury that might result from a breach of this Agreement.

(e)EACH PARTY AGREES THAT, IN CONNECTION WITH AND AS PART OF THE ARBITRATION PROVISIONS OF THIS SECTION 4.14, ALL RIGHTS TO A TRIAL BY A JURY OF ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE FOREVER AND ABSOLUTELY WAIVED.

4.15Attorneys’ Fees and Other Expenses.  To the fullest extent permitted by applicable law, the unsuccessful party to any arbitration proceeding or to any court action that is permitted by this Agreement shall pay to the prevailing party all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred in the arbitration proceeding or the court action by the successful party, all of which shall be included in and as a part of the award rendered in the proceeding or action.  For purposes of this Section 4.15, attorneys’ fees shall include, without limitation, fees incurred in connection with post-judgment and post-award actions.  Notwithstanding the preceding provisions of this Section 4.15, if required by applicable California law, the Company shall pay the fees of the arbitrator and all other fees that are charged by JAMS in connection with the arbitration proceeding.

[Signature page follows]

11

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first above written. 

INTERNATIONAL ALUMINUM CORPORATION
By:	/s/ Ronald L. Rudy
	Ronald L. Rudy
	President and Chief Executive Officer
Address:
767 Monterey Pass Road
Monterey Park, California 91754
/s/ William G. Gainer
Executive’s Signature
William G. Gainer
Print Executive’s Name
Executive’s Address:
520 Ultimo Avenue
Long Beach, California 90814

12

EX-10.12

Exhibit 10.12

CHANGE OF CONTROL AGREEMENT

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

RECITALS

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

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

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

ARTICLE 1
DEFINITIONS

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

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

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

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

1

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

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

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

(b)           The Company consummates a merger, reorganization or consolidation to which it is a party (regardless as to whether it is the surviving entity), or the Company sells all or substantially all of its assets (each such transaction being referred to in this Section 1.4(b) as a “Transaction”), unless Persons who were Beneficial Owners of the outstanding voting securities of the Company immediately prior to the consummation of the Transaction Beneficially Own immediately after the consummation of the Transaction at least fifty percent of the combined voting power of the then-outstanding securities of the Person surviving or resulting from the Transaction.

1.5          COBRA.  “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

1.6          Code.  “Code” means the Internal Revenue Code of 1986, as amended.

1.7          Disability.  “Disability” means a physical or mental disability of the Executive, as certified in a written statement from a licensed physician selected or approved by the Executive Committee, that results in the Executive being unable to perform his duties as an employee of the Company on a full-time basis (after reasonable accommodation by the Company) for (i) 120 consecutive days or (ii) 180 days (regardless of whether such days are consecutive) during any period of 365 consecutive days.

1.8          Employment.  “Employment” means the Executive’s employment in any capacity with the Company.

1.9          Exchange Act.  “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2

1.10        Good Reason.  “Good Reason” means the occurrence after a Change of Control of any of the following actions by the Company, unless the Executive, in his discretion, consents thereto in writing or the action by the Company is reversed or abandoned within 30 days after the Company receives from the Executive written notice of the Executive’s objection to the action: (i) a reduction in the Executive’s annual base salary as in effect on the date immediately prior to the Change of Control or a failure to make any scheduled base salary payment within fifteen days after its due date, unless the Company’s Board of Directors determines in good faith that such base salary reduction is more than offset by the aggregate value of any new compensation plans or other Employment-related benefits that are provided to the Executive after the Change of Control; (ii) the Company’s requirement that the Executive perform his or her Employment duties at an office that is more than 25 miles from the Company’s office at which the Executive was principally employed on the date immediately prior to the Change of Control; (iii) a change or diminution in Executive’s employment duties that is materially inconsistent with the duties usually associated with the office of the Chief Financial Officer of a corporation; or (iv) a failure by the Company to continue for the benefit of the Executive any material compensation plan in which the Executive participated on the date immediately prior to the Change of Control, unless the discontinuation of such plan was outside the Company’s reasonable control or unless the Company discontinues such plan for all of its executive officers.  Notwithstanding the foregoing, Good Reason for the Executive to terminate his or her Employment shall not exist by reason of any of the Company’s actions described in the preceding sentence if the action is preceded by a written notice from the Company of an intention to terminate the Executive’s Employment for Cause or because of the Executive’s Disability and is then followed by a termination of Employment for Cause or Disability.

1.11        JAMS.  “JAMS” means the Judicial Arbitration Mediation Service or its successor by law or by written agreement with JAMS.

1.12        Person.  “Person” means any natural person, corporation, partnership, limited liability company or other association or entity.

1.13        Securities Act.  “Securities Act” means the Securities Act of 1933, as amended.

1.14        Retention Bonus.  “Retention Bonus” means the bonus compensation that the Company has agreed to pay to the Executive pursuant to Article 2 upon the occurrence of a Change of Control.

1.15        Severance Payment.   “Severance Payment” means the severance compensation that the Company has agreed to pay to the Executive pursuant to Article 3 upon the termination of the Executive’s Employment after a Change of Control.

1.16        Vanderstar.  “Vanderstar” means Cornelius C. Vanderstar and Marguerite D. Vanderstar, or either of them, individually or as trustees of the Vanderstar Family Trust, so long as he or she is a Beneficial Owner of capital stock of the Company as of the date that the acquisition of securities or other transaction in question occurs.

1.17        Without Cause.  “Without Cause” means the termination of the Executive’s Employment by the Company other than for Cause and other than by reason of the death or Disability of the Executive.

3

1.18        Other Definitions.  Any term defined in any other section of this Agreement shall have its defined meaning wherever used in this Agreement.

ARTICLE 2
RETENTION BONUS

2.1          Right to a Retention Bonus.  The Executive shall be entitled to receive a Retention Bonus in the amount specified in Section 2.2 if, but only if:

(a)           A Change of Control occurs; and

(b)           The Executive is an employee of the Company as of the date the Change of Control occurred.

2.2          Amount of the Retention Bonus.  If the Executive becomes entitled to a Retention Bonus under this Agreement, the amount of the Retention Bonus shall equal the product of six times the Executive’s monthly base salary that was in effect on the date on which the Change of Control occurred; provided, however, that any base salary that is excluded from gross income for federal income tax purposes pursuant to Section 125 or 401(k) of the Code and any base salary that is deferred by the Executive pursuant to an employer-sponsored deferred compensation plan shall be included in the calculation of the Executive’s base salary for purposes of this Section 2.2.

2.3          Payment of the Retention Bonus.  The Retention Bonus to which the Executive is entitled pursuant to Section 2.2 shall be paid in a lump sum within ten days following the date on which the Change of Control occurred.

2.4          Withholding of Taxes.  The Company may withhold from the Retention Bonus all federal, state, local, FICA, Medicaid and similar taxes required by applicable law to be withheld by the Company.

ARTICLE 3
SEVERANCE PAYMENT

3.1          Right to a Severance Payment.  In addition to the Retention Bonus to which the Executive is entitled under Section 2.1, the Executive shall be entitled to receive a Severance Payment in the amount specified in Section 3.3 if, but only if:

(a)           A Change of Control occurs;

(b)           The Executive is an employee of the Company as of the date of the Change of Control; and

(c)           (i) The Executive’s Employment is terminated Without Cause within one year after the Change of Control or (ii) the Executive terminates his Employment for Good Reason within one year after the Change of Control and within 60 days after the occurrence of the fact or event that permitted the Executive to terminate his Employment for Good Reason.

4

3.2          Notice of Termination.  Any purported termination of the Executive’s Employment after the occurrence of a Change of Control for Cause or Good Reason or because of the Executive’s Disability shall be communicated to the other party by written notice of termination.  The notice (i) shall be given at least 15 days prior to the Employment termination date, (ii) shall specify the Employment termination date (which shall not be more than thirty days after the delivery of the notice), and (iii) shall set forth in reasonable detail the facts claimed to provide a basis for the Employment termination for the specified reason.

3.3          Amount of the Severance Payment.

(a)           If the Executive becomes entitled to a Severance Payment under this Agreement, the amount of the Severance Payment shall equal the product of 12 times the Executive’s monthly base salary that was in effect on the date of the termination of the Executive’s Employment or, if greater, that was in effect on the date that immediately preceded the date on which the Change of Control occurred; provided, however, that any base salary that is excluded from gross income for federal income tax purposes pursuant to Section 125 or 401(k) of the Code and any base salary that is deferred by the Executive pursuant to an employer-sponsored deferred compensation plan shall be included in the calculation of the Executive’s base salary for purposes of this Section 3.3(a).

(b)           The amount of the Severance Payment calculated under Section 3.3(a) above shall be reduced by the amount of any and all cash severance-type payments which the Executive receives pursuant to any other severance plan, agreement, policy or program of the Company or any of the Company’s subsidiaries.  However, if the amount of the cash severance-type payments received under such other severance plan, agreement, policy or program is greater than the Severance Payment that is payable under this Agreement, the Executive shall be entitled to the amount payable under such other plan, agreement, policy or program in lieu of the Severance Payment under this Agreement.  The payment to the Executive of the Retention Bonus or any amount under a stock option plan, stock incentive plan, shareholders’ agreement or similar agreement in consideration for the Executive’s equity ownership interest in the Company or any direct or indirect parent company shall not be construed as a “severance-type payment.”

3.4          Payment of the Severance Payment; Release Agreement.

(a)           Subject to the following paragraphs of this Section 3.4, the Severance Payment to which the Executive is entitled pursuant to Section 3.3 shall be paid in a lump sum concurrently with the termination of Employment of the Executive as described in Section 3.1(c).

(b)           As a condition to the receipt of the Severance Payment, the Executive must execute and deliver to the Company a general release provided by the Company, to be in form and substance reasonably satisfactory to the Company, that releases the Company and its respective owners, directors, officers, managers, employees, subsidiaries and agents from any and all claims that the Executive may have against such released Persons, whether known or unknown, absolute or contingent, other than (i) claims under this Agreement, (ii) claims under any other written agreement to which the Executive is a party, (iii) claims under written employee benefit plans, and (iv) claims for accrued but unpaid salary, bonuses, vacation pay and expense reimbursement obligations.

5

3.5          Excise Tax Limitation.  Notwithstanding anything to the contrary in this Agreement, if the Company determines in good faith that any portion of the Retention Bonus or Severance Payment to which the Executive is entitled would be subject to the excise tax imposed by Section 4999 of the Code, then the Retention Bonus or Severance Payment, as the case may be, shall be reduced by the Company to the minimum extent necessary to avoid any such excise tax.  All determinations required to be made pursuant to the preceding sentence shall be made by the Board of Directors of the Company, which shall provide supporting calculations and documentation to the Executive promptly following his request therefor.

3.6          Withholding of Taxes.  The Company may withhold from the Severance Payment and any other amounts payable under this Agreement all federal, state, local, FICA, Medicaid and similar taxes required by applicable law to be withheld by the Company.

3.7          COBRA Payments.

(a)           If the Executive becomes entitled to a Severance Payment under this Agreement and if the Executive elects under COBRA to continue to receive any group health care coverage under COBRA, the Company shall reimburse the Executive for the amount of the Executive’s COBRA premiums for the period ending 12 months after the Executive’s Employment termination.  Each such reimbursement by the Company shall be made within 15 days after its receipt of written evidence of a COBRA payment made by the Executive; alternatively, the Company may make such payments directly on behalf of the Executive.  Notwithstanding the foregoing, the Company shall not be required to make any COBRA payment or reimbursement with respect to any period after the Executive becomes covered under any other group health plan that provides equal or greater benefits to the Executive than the Company’s group health plan, and the Company shall remain entitled to terminate or amend its group health plans at any time.

(b)           The benefits provided to the Executive under Section 3.7(a) are in addition to, and not in lieu of, any other post-employment health care benefits to which the Executive may be entitled under any group health care plan or program that the Company may elect to provide from time to time to the Executive and its other employees.

3.8          No Mitigation Duty.  The Executive shall have no duty to mitigate the amount of the Severance Payment, or the COBRA payments described in Section 3.7(a), by seeking other employment or by taking any other action, and the amount of the Severance Payment shall not be reduced by any income that the Executive receives from subsequent employment.

3.9          No Right to Receive Base Salary, Bonuses, Benefits and Perquisites After an Employment Termination.

(a)           Except as may otherwise be agreed to in writing between the Company and the Executive or as may be required by applicable law with respect to continued group health care coverage under COBRA, any obligation on the part of the Company to provide base salary, bonuses, life and health insurance coverage, other employee benefits, expense reimbursements and perquisites to the Executive shall terminate on the date of the termination of the Executive’s Employment, regardless of the reason that the Executive’s Employment terminated.

6

(b)           Notwithstanding anything to the contrary in Section 3.9(a) or in any other provision of this Agreement, upon a termination of Employment for any reason (i) the Executive shall be entitled to receive any base salary that is accrued but unpaid as of the Employment termination date, (ii) to the extent provided by written Company policies or by applicable law, the Executive shall be entitled to receive any bonus or vacation pay that is accrued but unpaid as of the Employment termination date, (iii) the Executive shall be entitled to receive any compensation that he previously deferred in accordance with the terms of any written deferred compensation plan maintained by the Company, and (iv) the Executive shall remain entitled to be reimbursed for any business expenses that were properly incurred by him during the Executive’s Employment in accordance with Company policies.

3.10        No Payments or Benefits Prior to a Change of Control.  Prior to a Change of Control, the Executive shall not be entitled to receive any Retention Bonus, Severance Payment or other payments or benefits under this Agreement.  Except as provided below in Section 3.15, the Executive shall not be entitled to receive any Retention Bonus, Severance Payment or other payments or benefits under this Agreement if his Employment is terminated for any reason prior to a Change of Control and if a Change of Control subsequently occurs.

3.11        No Death, Disability or Retirement Payments or Benefits Payable Under this Agreement.  Except as provided in Section 2.1 with respect to a Retention Bonus and in Section 3.9(b) with respect to accrued but unpaid salary, vacation time, bonuses and other specified accrued items, this Agreement does not provide the Executive with a right to receive a Severance Payment or any other payments or benefits if his Employment terminates before or after the occurrence of a Change of Control by reason of Disability, death, retirement or for any other reason except a termination described in Section 3.1(c).

3.12        Benefits Under Other Company Plans.  Except as provided above in Section 3.3(b), the Severance Payment shall not reduce any amounts otherwise payable to the Executive under, or in any way diminish any of the Executive’s rights as an employee under, any written employee benefit, retirement or incentive plan or written employment agreement to which the Executive is now, or subsequently becomes, a party or a participant.

3.13        At Will Employment.    Neither this Agreement nor the Retention Bonus or Severance Payment payable hereunder shall be deemed to limit, replace or otherwise affect the “at will” nature of the Executive’s Employment, and this Agreement shall not be construed as an employment contract.  The Executive’s Employment may be terminated by either the Company or the Executive at any time and for any reason (including for no specified reason), and nothing contained in this Agreement shall be construed as creating any minimum period of Employment.  Except as specifically provided (i) in this Agreement, (ii) in any written employment agreement or other written agreement that the Executive may enter into with the Company, or (iii) in any written employee manual, policy or benefit plan that the Company has provided to the Executive, the Company shall have no obligation to make any compensation, severance or other payments to the Executive, or to provide any other benefits to the Executive, after the date of the termination of the Executive’s Employment for any reason.  This Agreement does not provide a pension for the Executive nor shall any payment hereunder be characterized as deferred compensation.

7

3.14        Term of this Agreement.  This Agreement shall commence on the date set forth above.  If a Change of Control has not occurred, either the Company or the Executive may terminate this Agreement and all obligations of the parties hereunder upon the delivery of at least one year’s prior written notice to the other party; provided, however, that if a Change of Control occurs prior to the effective date of the termination notice described in the preceding sentence, this Agreement shall not terminate pursuant to such termination notice.  Furthermore, this Agreement may be terminated after the occurrence of a Change of Control only by the written agreement of the Company and the Executive; provided, however, that the Executive shall be entitled to a Severance Payment hereunder only as provided in Section 3.1.

3.15        Termination of Employment in Anticipation of a Change of Control.  Notwithstanding anything to the contrary in this Agreement, if the Executive’s Employment is terminated within 90 days prior to the occurrence of a Change of Control, the Executive shall be entitled to claim that his or her Employment was terminated (i) by the Company Without Cause or by the Executive for Good Reason and (ii) directly as a result of the anticipated Change of Control.  The Executive shall have the burden of proving such claim.  A Retention Bonus in the amount described in Section 2.1, a Severance Payment in the amount described in Section 3.3 and the COBRA payments described in Section 3.7 shall be owed to the Executive if, but only if, (i) the Company in its absolute discretion agrees with the Executive’s claim or (ii) an arbitrator agrees with the Executive’s claim and awards a Retention Bonus, Severance Payment or COBRA payments in an arbitration proceeding brought pursuant to Section 4.14 below.  All other provisions of this Article 3 shall be applicable to any Retention Bonus, Severance Payment and COBRA payments to which the Executive becomes entitled under this Section 3.15.

3.16        Confidential Information.  After the termination for any reason of the Executive’s Employment, the Executive shall at no time, without the prior written consent of the Company or as may otherwise be required by a court of competent jurisdiction, (i) directly or indirectly divulge to any Person other than the Company or a Person designated in writing by the Company any confidential information or trade secrets regarding the Company or any of its subsidiaries or affiliated companies or (ii) directly or indirectly use any such confidential information or trade secrets for the Executive’s personal benefit or the benefit of any Person other than the Company and its subsidiaries and affiliates in the Executive’s performance of his employment duties.

ARTICLE 4
GENERAL PROVISIONS

4.1          Successors and Assigns.  This Agreement shall be binding upon, and shall benefit, the personal representative, estate, beneficiaries (by will or by the laws of descent and distribution), and other successors and assigns of each party to this Agreement.  However, this Agreement is personal to the Executive and may not be assigned by him other than by will or the laws of descent and distribution.  The Company shall require any successor by purchase, merger or otherwise to all or substantially all of the business and assets of the Company to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform such obligations if no such succession had taken place.

8

4.2          Expenses.  Except as otherwise provided in Sections 4.14 and 4.15 of this Agreement, each party to this Agreement shall bear its own costs and expenses incurred in connection with this Agreement.

4.3          Notices.  All notices and other communications required or permitted by this Agreement to be given by one party to another party shall be delivered in writing, by registered or certified United States mail (postage prepaid and return receipt requested) or by reputable overnight delivery service, to the Company or the Executive, as applicable, at the address that appears on the signature page of this Agreement (or to such other address that one party gives the other in the foregoing manner).  Any such notice or other communication that is sent in the foregoing manner shall be deemed to have been delivered three days after deposit in the United States mail or one day after delivery to an overnight delivery service.

4.4          Entire Agreement.  This Agreement constitutes the entire agreement of the Company and the Executive relating to the subject matter of this Agreement and supersedes any and all other prior agreements and understandings (written or oral) relating to such subject matter.

4.5          Calculation of Time.  Wherever in this Agreement a period of time is stated in a number of days, it shall be deemed to mean calendar days.  However, when any period of time so stated would end upon a Saturday, Sunday, or legal holiday, such period shall be deemed to end upon the next day following that is not a Saturday, Sunday or legal holiday.

4.6          Further Assurances.  Each party to this Agreement shall perform any further acts and execute and deliver any further documents that may be requested by another party and that are reasonably necessary to carry out the provisions of this Agreement.

4.7          Provisions Subject to Applicable Law.  All provisions of this Agreement shall be applicable only to the extent that they do not violate any applicable law, and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal or unenforceable under any applicable law.  If any provision of this Agreement or any application thereof shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby.

4.8          Waiver of Rights.  Neither party to this Agreement shall be deemed to have waived any right or remedy that it has under this Agreement unless this Agreement expressly provides a period of time within which such right or remedy must be exercised and such period has expired or unless such party has expressly waived the same in writing.  The waiver by a party of a right or remedy hereunder shall not be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.

4.9          Headings; Gender and Number. The headings contained in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement.  Where appropriate to the context of this Agreement, use of the singular shall be deemed also to refer to the plural, and use of the plural to the singular, and pronouns of one gender shall be deemed to comprehend either or both of the other genders.  The terms “hereof,”

9

“herein,” “hereby,” and variations thereof shall, whenever used in this Agreement, refer to this Agreement as a whole and not to any particular section hereof.

4.10        Amendment and Termination.  This Agreement may be amended only pursuant to a writing executed by the Company and the Executive.  This Agreement may be terminated only as provided above in Section 3.14 or pursuant to a writing executed by the Company and the Executive.

4.11        Counterparts.  This Agreement may be executed in two counterparts, and by each party on a separate counterpart, each of which shall be deemed an original, but both of which taken together shall constitute but one and the same instrument.  This Agreement may be executed by facsimile signature.

4.12        Representation of the Executive; Interpretation of This Agreement.  The Executive acknowledges that he has had an adequate opportunity to review this Agreement with the Executive’s counsel, if any, prior to executing this Agreement.  The terms of this Agreement have been negotiated by the Company and the Executive, and the language used herein was chosen by the parties to express their mutual intent.  This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing the instrument to be drafted.  The Executive further acknowledges that (i) Troy & Gould Professional Corporation has served as counsel to the Company only (and not to the Executive) in connection with this Agreement, and (ii) neither the Company nor its agents or representatives has made any representations to the Executive regarding the tax consequences to him of any payments pursuant to this Agreement.

4.13        Governing Laws.  This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California without giving effect to conflict-of-law principles.

4.14        Arbitration of Disputes; Jury Trial Waiver.

(a)           To the fullest extent permitted by applicable law, all disputes arising between the Company and the Executive concerning the interpretation or enforcement of this Agreement shall be submitted to final and binding confidential arbitration, before one arbitrator, in accordance with the applicable Comprehensive Arbitration Rules and Procedures of JAMS in effect on the date of such arbitration including, without limitation, the discovery rights that are expressly provided by the Comprehensive Arbitration Rules and Procedures of JAMS.  All arbitration proceedings shall be conducted in Los Angeles, California, and shall be administered by JAMS.  Each party consents to such venue and jurisdiction and agrees that personal jurisdiction over such party for purposes of the arbitration proceeding or for any court action that is permitted by this Agreement may be effected by service of process addressed and delivered as provided in Section 4.3.

(b)           A party shall be entitled to initiate an arbitration proceeding if a dispute cannot be resolved amicably within thirty days after the other party or parties have been notified in writing of the existence of the dispute.  The parties shall attempt to agree upon the arbitrator, who shall be a retired California state or federal court judge from the Los Angeles, California, office of JAMS.  If the parties cannot agree upon an arbitrator within fifteen days after the matter is submitted for arbitration, a retired California state or federal court judge from the Los Angeles,

10

California, office of JAMS promptly shall be appointed in accordance with the applicable rules of JAMS to serve as the sole arbitrator.  Each party shall have the right to be represented by counsel in the arbitration proceeding and, if required by JAMS, the arbitration proceeding shall comply with the JAMS “Minimum Standards of Procedural Fairness for Employment Arbitration.”

(c)           The arbitrator hereby is instructed to interpret and enforce this Agreement in strict accordance with its terms, and the arbitrator shall not have the right or power to alter or amend any term of this Agreement except to the limited extent expressly provided in Section 4.7.  The arbitrator is required to apply applicable substantive law in making an award, and the arbitrator is required to issue a written decision that summarizes the findings and conclusions upon which the award is based.  An award of the arbitrator that is in violation of the requirements of either of the two immediately preceding sentences shall constitute an action that exceeds the arbitrator’s power under this Agreement and, as such, may be vacated by a court of competent jurisdiction.  The arbitrator’s award may be enforced in any court having jurisdiction over the matter.

(d)           Notwithstanding the preceding provisions of this Section 4.14, each party is entitled to bring an action for temporary or preliminary injunctive relief at any time in any court of competent jurisdiction in order to prevent immeasurable and irreparable injury that might result from a breach of this Agreement.

(e)           EACH PARTY AGREES THAT, IN CONNECTION WITH AND AS PART OF THE ARBITRATION PROVISIONS OF THIS SECTION 4.14, ALL RIGHTS TO A TRIAL BY A JURY OF ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE FOREVER AND ABSOLUTELY WAIVED.

4.15        Attorneys’ Fees and Other Expenses.  To the fullest extent permitted by applicable law, the unsuccessful party to any arbitration proceeding or to any court action that is permitted by this Agreement shall pay to the prevailing party all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred in the arbitration proceeding or the court action by the successful party, all of which shall be included in and as a part of the award rendered in the proceeding or action.  For purposes of this Section 4.15, attorneys’ fees shall include, without limitation, fees incurred in connection with post-judgment and post-award actions.  Notwithstanding the preceding provisions of this Section 4.15, if required by applicable California law, the Company shall pay the fees of the arbitrator and all other fees that are charged by JAMS in connection with the arbitration proceeding.

[Signature page follows]

11

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first above written. 

INTERNATIONAL ALUMINUM CORPORATION
By:	/s/ Ronald L. Rudy
	Ronald L. Rudy
	President and Chief Executive Officer
Address:
767 Monterey Pass Road
Monterey Park, California 91754
/s/ Mitchell K. Fogelman
Executive’s Signature
Mitchell K. Fogelman
Print Executive’s Name
Executive’s Address:
9536 White Oak Avenue
Northridge, California 91325

12

EX-10.13

Exhibit 10.13

CHANGE OF CONTROL AGREEMENT

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

RECITALS

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

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

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

ARTICLE 1
DEFINITIONS

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

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

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

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

1

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

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

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

(b)The Company consummates a merger, reorganization or consolidation to which it is a party (regardless as to whether it is the surviving entity), or the Company sells all or substantially all of its assets (each such transaction being referred to in this Section 1.4(b) as a “Transaction”), unless Persons who were Beneficial Owners of the outstanding voting securities of the Company immediately prior to the consummation of the Transaction Beneficially Own immediately after the consummation of the Transaction at least fifty percent of the combined voting power of the then-outstanding securities of the Person surviving or resulting from the Transaction.

1.5COBRA.  “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

1.6Code.  “Code” means the Internal Revenue Code of 1986, as amended.

1.7Disability.  “Disability” means a physical or mental disability of the Executive, as certified in a written statement from a licensed physician selected or approved by the Executive Committee, that results in the Executive being unable to perform his duties as an employee of the Company on a full-time basis (after reasonable accommodation by the Company) for (i) 120 consecutive days or (ii) 180 days (regardless of whether such days are consecutive) during any period of 365 consecutive days.

1.8Employment.  “Employment” means the Executive’s employment in any capacity with the Company.

1.9Exchange Act.  “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2

1.10Good Reason.  “Good Reason” means the occurrence after a Change of Control of any of the following actions by the Company, unless the Executive, in his discretion, consents thereto in writing or the action by the Company is reversed or abandoned within 30 days after the Company receives from the Executive written notice of the Executive’s objection to the action: (i) a reduction in the Executive’s annual base salary as in effect on the date immediately prior to the Change of Control or a failure to make any scheduled base salary payment within fifteen days after its due date, unless the Company’s Board of Directors determines in good faith that such base salary reduction is more than offset by the aggregate value of any new compensation plans or other Employment-related benefits that are provided to the Executive after the Change of Control; (ii) the Company’s requirement that the Executive perform his or her Employment duties at an office that is more than 25 miles from the Company’s office at which the Executive was principally employed on the date immediately prior to the Change of Control; (iii) a change or diminution in Executive’s employment duties that is materially inconsistent with the duties usually associated with the office of the Chief Accounting Officer of a corporation; or (iv) a failure by the Company to continue for the benefit of the Executive any material compensation plan in which the Executive participated on the date immediately prior to the Change of Control, unless the discontinuation of such plan was outside the Company’s reasonable control or unless the Company discontinues such plan for all of its executive officers.  Notwithstanding the foregoing, Good Reason for the Executive to terminate his or her Employment shall not exist by reason of any of the Company’s actions described in the preceding sentence if the action is preceded by a written notice from the Company of an intention to terminate the Executive’s Employment for Cause or because of the Executive’s Disability and is then followed by a termination of Employment for Cause or Disability.

1.11JAMS.  “JAMS” means the Judicial Arbitration Mediation Service or its successor by law or by written agreement with JAMS.

1.12Person.  “Person” means any natural person, corporation, partnership, limited liability company or other association or entity.

1.13Securities Act.  “Securities Act” means the Securities Act of 1933, as amended.

1.14Retention Bonus.  “Retention Bonus” means the bonus compensation that the Company has agreed to pay to the Executive pursuant to Article 2 upon the occurrence of a Change of Control.

1.15Severance Payment.   “Severance Payment” means the severance compensation that the Company has agreed to pay to the Executive pursuant to Article 3 upon the termination of the Executive’s Employment after a Change of Control.

1.16Vanderstar.  “Vanderstar” means Cornelius C. Vanderstar and Marguerite D. Vanderstar, or either of them, individually or as trustees of the Vanderstar Family Trust, so long as he or she is a Beneficial Owner of capital stock of the Company as of the date that the acquisition of securities or other transaction in question occurs.

1.17Without Cause.  “Without Cause” means the termination of the Executive’s Employment by the Company other than for Cause and other than by reason of the death or Disability of the Executive.

3

1.18Other Definitions.  Any term defined in any other section of this Agreement shall have its defined meaning wherever used in this Agreement.

ARTICLE 2
RETENTION BONUS

2.1Right to a Retention Bonus.  The Executive shall be entitled to receive a Retention Bonus in the amount specified in Section 2.2 if, but only if:

(a)A Change of Control occurs; and

(b)The Executive is an employee of the Company as of the date the Change of Control occurred.

2.2Amount of the Retention Bonus.  If the Executive becomes entitled to a Retention Bonus under this Agreement, the amount of the Retention Bonus shall equal the product of six times the Executive’s monthly base salary that was in effect on the date on which the Change of Control occurred; provided, however, that any base salary that is excluded from gross income for federal income tax purposes pursuant to Section 125 or 401(k) of the Code and any base salary that is deferred by the Executive pursuant to an employer-sponsored deferred compensation plan shall be included in the calculation of the Executive’s base salary for purposes of this Section 2.2.

2.3Payment of the Retention Bonus.  The Retention Bonus to which the Executive is entitled pursuant to Section 2.2 shall be paid in a lump sum within ten days following the date on which the Change of Control occurred.

2.4Withholding of Taxes.  The Company may withhold from the Retention Bonus all federal, state, local, FICA, Medicaid and similar taxes required by applicable law to be withheld by the Company.

ARTICLE 3
SEVERANCE PAYMENT

3.1Right to a Severance Payment.  In addition to the Retention Bonus to which the Executive is entitled under Section 2.1, the Executive shall be entitled to receive a Severance Payment in the amount specified in Section 3.3 if, but only if:

(a)A Change of Control occurs;

(b)The Executive is an employee of the Company as of the date of the Change of Control; and

(c)(i) The Executive’s Employment is terminated Without Cause within one year after the Change of Control or (ii) the Executive terminates his Employment for Good Reason within one year after the Change of Control and within 60 days after the occurrence of the fact or event that permitted the Executive to terminate his Employment for Good Reason.

4

3.2Notice of Termination.  Any purported termination of the Executive’s Employment after the occurrence of a Change of Control for Cause or Good Reason or because of the Executive’s Disability shall be communicated to the other party by written notice of termination.  The notice (i) shall be given at least 15 days prior to the Employment termination date, (ii) shall specify the Employment termination date (which shall not be more than thirty days after the delivery of the notice), and (iii) shall set forth in reasonable detail the facts claimed to provide a basis for the Employment termination for the specified reason.

3.3Amount of the Severance Payment.

(a)If the Executive becomes entitled to a Severance Payment under this Agreement, the amount of the Severance Payment shall equal the product of 12 times the Executive’s monthly base salary that was in effect on the date of the termination of the Executive’s Employment or, if greater, that was in effect on the date that immediately preceded the date on which the Change of Control occurred; provided, however, that any base salary that is excluded from gross income for federal income tax purposes pursuant to Section 125 or 401(k) of the Code and any base salary that is deferred by the Executive pursuant to an employer-sponsored deferred compensation plan shall be included in the calculation of the Executive’s base salary for purposes of this Section 3.3(a).

(b)The amount of the Severance Payment calculated under Section 3.3(a) above shall be reduced by the amount of any and all cash severance-type payments which the Executive receives pursuant to any other severance plan, agreement, policy or program of the Company or any of the Company’s subsidiaries.  However, if the amount of the cash severance-type payments received under such other severance plan, agreement, policy or program is greater than the Severance Payment that is payable under this Agreement, the Executive shall be entitled to the amount payable under such other plan, agreement, policy or program in lieu of the Severance Payment under this Agreement.  The payment to the Executive of the Retention Bonus or any amount under a stock option plan, stock incentive plan, shareholders’ agreement or similar agreement in consideration for the Executive’s equity ownership interest in the Company or any direct or indirect parent company shall not be construed as a “severance-type payment.”

3.4Payment of the Severance Payment; Release Agreement.

(a)Subject to the following paragraphs of this Section 3.4, the Severance Payment to which the Executive is entitled pursuant to Section 3.3 shall be paid in a lump sum concurrently with the termination of Employment of the Executive as described in Section 3.1(c).

(b)As a condition to the receipt of the Severance Payment, the Executive must execute and deliver to the Company a general release provided by the Company, to be in form and substance reasonably satisfactory to the Company, that releases the Company and its respective owners, directors, officers, managers, employees, subsidiaries and agents from any and all claims that the Executive may have against such released Persons, whether known or unknown, absolute or contingent, other than (i) claims under this Agreement, (ii) claims under any other written agreement to which the Executive is a party, (iii) claims under written employee benefit plans, and (iv) claims for accrued but unpaid salary, bonuses, vacation pay and expense reimbursement obligations.

5

3.5Excise Tax Limitation.  Notwithstanding anything to the contrary in this Agreement, if the Company determines in good faith that any portion of the Retention Bonus or Severance Payment to which the Executive is entitled would be subject to the excise tax imposed by Section 4999 of the Code, then the Retention Bonus or Severance Payment, as the case may be, shall be reduced by the Company to the minimum extent necessary to avoid any such excise tax.  All determinations required to be made pursuant to the preceding sentence shall be made by the Board of Directors of the Company, which shall provide supporting calculations and documentation to the Executive promptly following his request therefor.

3.6Withholding of Taxes.  The Company may withhold from the Severance Payment and any other amounts payable under this Agreement all federal, state, local, FICA, Medicaid and similar taxes required by applicable law to be withheld by the Company.

3.7COBRA Payments.

(a)If the Executive becomes entitled to a Severance Payment under this Agreement and if the Executive elects under COBRA to continue to receive any group health care coverage under COBRA, the Company shall reimburse the Executive for the amount of the Executive’s COBRA premiums for the period ending 12 months after the Executive’s Employment termination.  Each such reimbursement by the Company shall be made within 15 days after its receipt of written evidence of a COBRA payment made by the Executive; alternatively, the Company may make such payments directly on behalf of the Executive.  Notwithstanding the foregoing, the Company shall not be required to make any COBRA payment or reimbursement with respect to any period after the Executive becomes covered under any other group health plan that provides equal or greater benefits to the Executive than the Company’s group health plan, and the Company shall remain entitled to terminate or amend its group health plans at any time.

(b)The benefits provided to the Executive under Section 3.7(a) are in addition to, and not in lieu of, any other post-employment health care benefits to which the Executive may be entitled under any group health care plan or program that the Company may elect to provide from time to time to the Executive and its other employees.

3.8No Mitigation Duty.  The Executive shall have no duty to mitigate the amount of the Severance Payment, or the COBRA payments described in Section 3.7(a), by seeking other employment or by taking any other action, and the amount of the Severance Payment shall not be reduced by any income that the Executive receives from subsequent employment.

3.9No Right to Receive Base Salary, Bonuses, Benefits and Perquisites After an Employment Termination.

(a)Except as may otherwise be agreed to in writing between the Company and the Executive or as may be required by applicable law with respect to continued group health care coverage under COBRA, any obligation on the part of the Company to provide base salary, bonuses, life and health insurance coverage, other employee benefits, expense reimbursements and perquisites to the Executive shall terminate on the date of the termination of the Executive’s Employment, regardless of the reason that the Executive’s Employment terminated.

6

(b)Notwithstanding anything to the contrary in Section 3.9(a) or in any other provision of this Agreement, upon a termination of Employment for any reason (i) the Executive shall be entitled to receive any base salary that is accrued but unpaid as of the Employment termination date, (ii) to the extent provided by written Company policies or by applicable law, the Executive shall be entitled to receive any bonus or vacation pay that is accrued but unpaid as of the Employment termination date, (iii) the Executive shall be entitled to receive any compensation that he previously deferred in accordance with the terms of any written deferred compensation plan maintained by the Company, and (iv) the Executive shall remain entitled to be reimbursed for any business expenses that were properly incurred by him during the Executive’s Employment in accordance with Company policies.

3.10No Payments or Benefits Prior to a Change of Control.  Prior to a Change of Control, the Executive shall not be entitled to receive any Retention Bonus, Severance Payment or other payments or benefits under this Agreement.  Except as provided below in Section 3.15, the Executive shall not be entitled to receive any Retention Bonus, Severance Payment or other payments or benefits under this Agreement if his Employment is terminated for any reason prior to a Change of Control and if a Change of Control subsequently occurs.

3.11No Death, Disability or Retirement Payments or Benefits Payable Under this Agreement.  Except as provided in Section 2.1 with respect to a Retention Bonus and in Section 3.9(b) with respect to accrued but unpaid salary, vacation time, bonuses and other specified accrued items, this Agreement does not provide the Executive with a right to receive a Severance Payment or any other payments or benefits if his Employment terminates before or after the occurrence of a Change of Control by reason of Disability, death, retirement or for any other reason except a termination described in Section 3.1(c).

3.12Benefits Under Other Company Plans.  Except as provided above in Section 3.3(b), the Severance Payment shall not reduce any amounts otherwise payable to the Executive under, or in any way diminish any of the Executive’s rights as an employee under, any written employee benefit, retirement or incentive plan or written employment agreement to which the Executive is now, or subsequently becomes, a party or a participant.

3.13At Will Employment.    Neither this Agreement nor the Retention Bonus or Severance Payment payable hereunder shall be deemed to limit, replace or otherwise affect the “at will” nature of the Executive’s Employment, and this Agreement shall not be construed as an employment contract.  The Executive’s Employment may be terminated by either the Company or the Executive at any time and for any reason (including for no specified reason), and nothing contained in this Agreement shall be construed as creating any minimum period of Employment.  Except as specifically provided (i) in this Agreement, (ii) in any written employment agreement or other written agreement that the Executive may enter into with the Company, or (iii) in any written employee manual, policy or benefit plan that the Company has provided to the Executive, the Company shall have no obligation to make any compensation, severance or other payments to the Executive, or to provide any other benefits to the Executive, after the date of the termination of the Executive’s Employment for any reason.  This Agreement does not provide a pension for the Executive nor shall any payment hereunder be characterized as deferred compensation.

7

3.14Term of this Agreement.  This Agreement shall commence on the date set forth above.  If a Change of Control has not occurred, either the Company or the Executive may terminate this Agreement and all obligations of the parties hereunder upon the delivery of at least one year’s prior written notice to the other party; provided, however, that if a Change of Control occurs prior to the effective date of the termination notice described in the preceding sentence, this Agreement shall not terminate pursuant to such termination notice.  Furthermore, this Agreement may be terminated after the occurrence of a Change of Control only by the written agreement of the Company and the Executive; provided, however, that the Executive shall be entitled to a Severance Payment hereunder only as provided in Section 3.1.

3.15Termination of Employment in Anticipation of a Change of Control.  Notwithstanding anything to the contrary in this Agreement, if the Executive’s Employment is terminated within 90 days prior to the occurrence of a Change of Control, the Executive shall be entitled to claim that his or her Employment was terminated (i) by the Company Without Cause or by the Executive for Good Reason and (ii) directly as a result of the anticipated Change of Control.  The Executive shall have the burden of proving such claim.  A Retention Bonus in the amount described in Section 2.1, a Severance Payment in the amount described in Section 3.3 and the COBRA payments described in Section 3.7 shall be owed to the Executive if, but only if, (i) the Company in its absolute discretion agrees with the Executive’s claim or (ii) an arbitrator agrees with the Executive’s claim and awards a Retention Bonus, Severance Payment or COBRA payments in an arbitration proceeding brought pursuant to Section 4.14 below.  All other provisions of this Article 3 shall be applicable to any Retention Bonus, Severance Payment and COBRA payments to which the Executive becomes entitled under this Section 3.15.

3.16Confidential Information.  After the termination for any reason of the Executive’s Employment, the Executive shall at no time, without the prior written consent of the Company or as may otherwise be required by a court of competent jurisdiction, (i) directly or indirectly divulge to any Person other than the Company or a Person designated in writing by the Company any confidential information or trade secrets regarding the Company or any of its subsidiaries or affiliated companies or (ii) directly or indirectly use any such confidential information or trade secrets for the Executive’s personal benefit or the benefit of any Person other than the Company and its subsidiaries and affiliates in the Executive’s performance of his employment duties.

ARTICLE 4
GENERAL PROVISIONS

4.1Successors and Assigns.  This Agreement shall be binding upon, and shall benefit, the personal representative, estate, beneficiaries (by will or by the laws of descent and distribution), and other successors and assigns of each party to this Agreement.  However, this Agreement is personal to the Executive and may not be assigned by him other than by will or the laws of descent and distribution.  The Company shall require any successor by purchase, merger or otherwise to all or substantially all of the business and assets of the Company to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform such obligations if no such succession had taken place.

8

4.2Expenses.  Except as otherwise provided in Sections 4.14 and 4.15 of this Agreement, each party to this Agreement shall bear its own costs and expenses incurred in connection with this Agreement.

4.3Notices.  All notices and other communications required or permitted by this Agreement to be given by one party to another party shall be delivered in writing, by registered or certified United States mail (postage prepaid and return receipt requested) or by reputable overnight delivery service, to the Company or the Executive, as applicable, at the address that appears on the signature page of this Agreement (or to such other address that one party gives the other in the foregoing manner).  Any such notice or other communication that is sent in the foregoing manner shall be deemed to have been delivered three days after deposit in the United States mail or one day after delivery to an overnight delivery service.

4.4Entire Agreement.  This Agreement constitutes the entire agreement of the Company and the Executive relating to the subject matter of this Agreement and supersedes any and all other prior agreements and understandings (written or oral) relating to such subject matter.

4.5Calculation of Time.  Wherever in this Agreement a period of time is stated in a number of days, it shall be deemed to mean calendar days.  However, when any period of time so stated would end upon a Saturday, Sunday, or legal holiday, such period shall be deemed to end upon the next day following that is not a Saturday, Sunday or legal holiday.

4.6Further Assurances.  Each party to this Agreement shall perform any further acts and execute and deliver any further documents that may be requested by another party and that are reasonably necessary to carry out the provisions of this Agreement.

4.7Provisions Subject to Applicable Law.  All provisions of this Agreement shall be applicable only to the extent that they do not violate any applicable law, and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal or unenforceable under any applicable law.  If any provision of this Agreement or any application thereof shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby.

4.8Waiver of Rights.  Neither party to this Agreement shall be deemed to have waived any right or remedy that it has under this Agreement unless this Agreement expressly provides a period of time within which such right or remedy must be exercised and such period has expired or unless such party has expressly waived the same in writing.  The waiver by a party of a right or remedy hereunder shall not be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.

4.9Headings; Gender and Number. The headings contained in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement.  Where appropriate to the context of this Agreement, use of the singular shall be deemed also to refer to the plural, and use of the plural to the singular, and pronouns of one gender shall be deemed to comprehend either or both of the other genders.  The terms “hereof,”

9

“herein,” “hereby,” and variations thereof shall, whenever used in this Agreement, refer to this Agreement as a whole and not to any particular section hereof.

4.10Amendment and Termination.  This Agreement may be amended only pursuant to a writing executed by the Company and the Executive.  This Agreement may be terminated only as provided above in Section 3.14 or pursuant to a writing executed by the Company and the Executive.

4.11Counterparts.  This Agreement may be executed in two counterparts, and by each party on a separate counterpart, each of which shall be deemed an original, but both of which taken together shall constitute but one and the same instrument.  This Agreement may be executed by facsimile signature.

4.12Representation of the Executive; Interpretation of This Agreement.  The Executive acknowledges that he has had an adequate opportunity to review this Agreement with the Executive’s counsel, if any, prior to executing this Agreement.  The terms of this Agreement have been negotiated by the Company and the Executive, and the language used herein was chosen by the parties to express their mutual intent.  This Agreement shall be construed without regard to any presumption or rule requiring construction against the party causing the instrument to be drafted.  The Executive further acknowledges that (i) Troy & Gould Professional Corporation has served as counsel to the Company only (and not to the Executive) in connection with this Agreement, and (ii) neither the Company nor its agents or representatives has made any representations to the Executive regarding the tax consequences to him of any payments pursuant to this Agreement.

4.13Governing Laws.  This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California without giving effect to conflict-of-law principles.

4.14Arbitration of Disputes; Jury Trial Waiver.

(a)To the fullest extent permitted by applicable law, all disputes arising between the Company and the Executive concerning the interpretation or enforcement of this Agreement shall be submitted to final and binding confidential arbitration, before one arbitrator, in accordance with the applicable Comprehensive Arbitration Rules and Procedures of JAMS in effect on the date of such arbitration including, without limitation, the discovery rights that are expressly provided by the Comprehensive Arbitration Rules and Procedures of JAMS.  All arbitration proceedings shall be conducted in Los Angeles, California, and shall be administered by JAMS.  Each party consents to such venue and jurisdiction and agrees that personal jurisdiction over such party for purposes of the arbitration proceeding or for any court action that is permitted by this Agreement may be effected by service of process addressed and delivered as provided in Section 4.3.

(b)A party shall be entitled to initiate an arbitration proceeding if a dispute cannot be resolved amicably within thirty days after the other party or parties have been notified in writing of the existence of the dispute.  The parties shall attempt to agree upon the arbitrator, who shall be a retired California state or federal court judge from the Los Angeles, California, office of JAMS.  If the parties cannot agree upon an arbitrator within fifteen days after the matter is submitted for arbitration, a retired California state or federal court judge from the Los Angeles,

10

California, office of JAMS promptly shall be appointed in accordance with the applicable rules of JAMS to serve as the sole arbitrator.  Each party shall have the right to be represented by counsel in the arbitration proceeding and, if required by JAMS, the arbitration proceeding shall comply with the JAMS “Minimum Standards of Procedural Fairness for Employment Arbitration.”

(c)The arbitrator hereby is instructed to interpret and enforce this Agreement in strict accordance with its terms, and the arbitrator shall not have the right or power to alter or amend any term of this Agreement except to the limited extent expressly provided in Section 4.7.  The arbitrator is required to apply applicable substantive law in making an award, and the arbitrator is required to issue a written decision that summarizes the findings and conclusions upon which the award is based.  An award of the arbitrator that is in violation of the requirements of either of the two immediately preceding sentences shall constitute an action that exceeds the arbitrator’s power under this Agreement and, as such, may be vacated by a court of competent jurisdiction.  The arbitrator’s award may be enforced in any court having jurisdiction over the matter.

(d)Notwithstanding the preceding provisions of this Section 4.14, each party is entitled to bring an action for temporary or preliminary injunctive relief at any time in any court of competent jurisdiction in order to prevent immeasurable and irreparable injury that might result from a breach of this Agreement.

(e)EACH PARTY AGREES THAT, IN CONNECTION WITH AND AS PART OF THE ARBITRATION PROVISIONS OF THIS SECTION 4.14, ALL RIGHTS TO A TRIAL BY A JURY OF ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE FOREVER AND ABSOLUTELY WAIVED.

4.15Attorneys’ Fees and Other Expenses.  To the fullest extent permitted by applicable law, the unsuccessful party to any arbitration proceeding or to any court action that is permitted by this Agreement shall pay to the prevailing party all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred in the arbitration proceeding or the court action by the successful party, all of which shall be included in and as a part of the award rendered in the proceeding or action.  For purposes of this Section 4.15, attorneys’ fees shall include, without limitation, fees incurred in connection with post-judgment and post-award actions.  Notwithstanding the preceding provisions of this Section 4.15, if required by applicable California law, the Company shall pay the fees of the arbitrator and all other fees that are charged by JAMS in connection with the arbitration proceeding.

[Signature page follows]

11

IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the date first above written. 

INTERNATIONAL ALUMINUM CORPORATION
By:	/s/ Ronald L. Rudy
	Ronald L. Rudy
	President and Chief Executive Officer
Address:
767 Monterey Pass Road
Monterey Park, California 91754
/s/ Michael J. Norring
Executive’s Signature
Michael J. Norring
Print Executive’s Name
Executive’s Address:
2731 East Larkwood Street
West Covina, California 91791

12

EX-13.1

Exhibit 13.1

INTERNATIONAL
	ALUMINUM
		CORPORATION

2006 Annual Report

COMPANY PROFILE

INTERNATIONAL ALUMINUM CORPORATION is an integrated building products manufacturer of diversified lines of quality aluminum and vinyl products.  The Company is headquartered in Monterey Park, California, and has approximately 1,600 employees.  Operations are conducted through twelve North American subsidiaries.  The Company’s primary Internet website is located at www.intlalum.com.

PRODUCTS BY SEGMENT

COMMERCIAL — Curtainwalls, window walls, slope glazed systems, storefront framing, entrance doors and frames, commercial operable windows, including products for storm and blast-resistant applications; interior officefronts, office partitions and interior doors and frames for the commercial building and tenant improvement markets.  Product information is available at www.usalum.com and www.racointeriors.com.

RESIDENTIAL — Extensive lines of windows and patio doors manufactured from vinyl and aluminum for the residential building and remodeling markets.  Product information is available at www.intlwindow.com.

ALUMINUM EXTRUSION — Mill finish, anodized, painted and fabricated aluminum extrusions.  Product information is available at www.intlextrusion.com.

CONTENTS

Financial Highlights	1
Letter to Shareholders	2
Selected Financial Data	4
Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Quarterly Financial Data	10
Certifications	11
Management’s Report on Internal Control Over Financial Reporting	11
Report of Independent Registered Public Accounting Firm	12
Consolidated Financial Statements	14
Notes to Consolidated Financial Statements	18
Corporate Information	27
Subsidiaries by Segment	28

FINANCIAL HIGHLIGHTS

Fiscal Years Ended June 30, 2006, 2005 and 2004

	2006		2005		2004
Operating Results:
Net sales	$	280,826,000	$	251,588,000	$	213,034,000
Income from continuing operations	$	16,244,000	$	12,942,000	$	6,529,000
Income from discontinued operations	—		—		129,000
Net income	$	16,244,000	$	12,942,000	$	6,658,000
Financial Data:
Net cash provided by operating activities	$	18,237,000	$	5,199,000	$	12,146,000
Capital expenditures	6,358,000		4,246,000		3,482,000
Cash and cash equivalents	20,446,000		12,437,000		15,964,000
Working capital	88,384,000		77,554,000		67,860,000
Long-term debt	—		—		—
Shareholders’ equity	133,657,000		120,503,000		111,206,000
Per Share Data:
Continuing operations — Diluted	$	3.78	$	3.04	$	1.54
Income from discontinued operations — Diluted	—		—		.03
Net income — Diluted	$	3.78	$	3.04	$	1.57
Dividends declared	$	1.20	$	1.20	$	1.20
Book value at year end	31.04		28.22		26.20
Market price at year end	38.00		31.95		29.10

1

TO OUR SHAREHOLDERS

Fiscal 2006 was an outstanding year for International Aluminum Corporation.  We continued to benefit from a strong Residential housing market and the resurgence of the Commercial building market.  Our sales revenue was a record $280,826,000, a 12% increase from our previous high of $251,588,000 for fiscal 2005.  Net income was a record $16,244,000 or $3.78 per share, a 24% increase over the $3.04 for fiscal 2005.

Residential Products

Our Residential Products Group finished the year with a solid income from operations of $15.0 million accompanied by a record sales achievement of $85.7 million.  Buoyed by an aggressive new construction market for most of the past year, single-family housing attained yet another record level for new housing starts.  Also sustaining the upsurge, the home improvement sector has continued to grow at a moderate rate and is expected to exceed the $300 billion mark in calendar 2006(1).  These factors, coupled with the still affordable cost of financing a remodeling project resulted in another solid year for this segment of our business.

Design and development of new products and customer-friendly order placement systems are important means to achieve continued growth.  During the year we developed a number of new products that have had a favorable impact on our sales.  In addition, we recently signed an agreement with a major chain of Home Improvement Centers to load our price book into their special order electronic catalog.  We are midway through this process and anticipate an increase in special order business from this new sales tool.

We were also successful in protecting our margins by implementing a significant price increase during the year to offset rising material costs resulting from shortages in aluminum and vinyl resins and higher costs associated with the manufacture of glass.  As always, customer satisfaction is our priority and we continue to strive to provide our customers with the highest product quality and value along with the best delivery performance available in the market.

Commercial Products

The Commercial Products Group posted record income from operations of $19.1 million generated from excellent sales of $135.0 million.  As the year progressed, overall performance steadily improved, especially during the fourth quarter of the year.  This was primarily due to a strong non-residential construction market, price increases and market share growth.  As a result, profits increased 23% on sales growth of 9%.

2

Strategic geographic expansions, coupled with the introduction of new products, continue to be a major focus.  New regional fabrication centers located in Phoenix, Arizona and Orlando, Florida are slated to open in Fall 2006.  The upgrading of manufacturing equipment and development of continuous improvement processes will keep us efficient and cost effective as we strive for continued growth.

Aluminum Extrusions

Although this group continues to perform below expectations, the improvements implemented during fiscal 2006 began showing positive results as Income from Operations increased by 167% over the prior year.  Competitive price pressure, including the continued penetration of lower-priced offshore suppliers, along with escalating domestic energy, transportation and environmental compliance costs, continue to challenge our extrusion business.

Aluminum raw material prices rose over most of the fiscal year reaching their peak in May.  Driven primarily by the rising aluminum market prices, sales revenue for the group, including shipments to internal customers, rose by 14% while total tonnage shipped increased 4.2%.

The improvements put in place during 2006, along with additional improvements planned for 2007 are anticipated to move the Group closer to meeting performance expectations.  Executive management will continue to work closely with Group personnel to execute the planned improvement initiatives.

Financial Condition

Our financial condition continues to be excellent as we concluded the year with more than $20 million in cash and cash equivalents, in excess of $88 million in working capital, a current ratio of 3.6 and no long-term debt.  Capital expenditures for fiscal 2007 are currently projected to be $6.4 million, approximately the same level as fiscal 2006 and slightly higher than our current non-cash depreciation charges.

Cornelius C. Vanderstar	Ronald L. Rudy
Chairman of the Board	President and Chief Executive Officer
September 2, 2006

(1)  Data provided by the Home Improvement Research Institute/Global Insight.

3

SELECTED FINANCIAL DATA

Year Ended June 30	2006		2005		2004		2003			2002
Sales by Segment
Commercial	$	134,559,000	$	123,034,000	$	98,789,000	$	97,345,000		$	108,510,000
Residential	85,289,000		74,131,000		64,947,000		53,586,000			44,352,000
Aluminum Extrusion	60,978,000		54,423,000		49,298,000		41,618,000			38,567,000
Total net sales	$	280,826,000	$	251,588,000	$	213,034,000	$	192,549,000		$	191,429,000
Earnings
Gross profit	$	65,299,000	$	58,111,000	$	43,998,000	$	35,350,000		$	33,999,000
Continuing operations	$	16,244,000	$	12,942,000	$	6,529,000	$	4,426,000		$	1,485,000
Discontinued operations*	—		—		129,000		(1,697,000		)	(1,533,000		)
Cum. effect of acctg. change	—		—		—		—			(7,935,000		)
Net income (loss)	$	16,244,000	$	12,942,000	$	6,658,000	$	2,729,000		$	(7,983,000	)
Per share:
Continuing operations	$	3.78	$	3.04	$	1.54	$	1.04		$	.35
Discontinued operations*	—		—		.03		(.40		)	(.36		)
Cum. effect of acctg. change	—		—		—		—			(1.87		)
Net income (loss) — diluted	$	3.78	$	3.04	$	1.57	$	.64		$	(1.88	)
Dividends declared	$	1.20	$	1.20	$	1.20	$	1.20		$	1.20
Financial Data at Year End
Cash and cash equivalents	$	20,446,000	$	12,437,000	$	15,964,000	$	12,570,000		$	3,495,000
Working capital	88,384,000		77,554,000		67,860,000		62,929,000			58,057,000
Total assets	172,948,000		151,631,000		141,882,000		133,243,000			132,724,000
Long-term debt	—		—		—		—			—
Shareholders’ equity	133,657,000		120,503,000		111,206,000		109,536,000			110,805,000

* For further details relating to discontinued operations refer to Note 8.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Significant Changes in Results of Operations

2006 vs. 2005

General Overview

Net sales for fiscal 2006 increased $29,238,000 or 11.6% from fiscal 2005.  All Groups achieved increased sales during 2006 compared to the prior year.  Gross profit remained relatively unchanged at 23.3% of sales in 2006 compared to 23.1% in 2005.  Reductions to cost of sales percentages achieved by the Commercial Products and Aluminum Extrusion Groups during fiscal 2006 were partially offset by slightly increased cost of sales percentages incurred by the Residential Products Group.  Selling, general and administrative expenses increased $2,776,000, although as a percentage of net sales decreased to 14.3% of sales in fiscal 2006 compared to 14.8% in fiscal 2005.

4

The Company includes product costs, inbound freight, purchasing, receiving, inspection, internal transfer, warehousing and other costs of the Company’s distribution network in cost of goods sold, thereby reducing gross profit by these amounts.  Cost of sales and gross profit as a percentage of sales for the Company may not be comparable to those of other companies in our industry since other companies may record purchasing, warehousing and distribution costs as selling, general and administrative expense.

The contribution to these results by each segment is discussed below.

Commercial Products

Sales of the Commercial Products Group increased $11,524,000 or 9.4% compared to the 2005 year, bolstered to a significant extent by a very strong fourth quarter.  This gain reflects increased commercial construction activity together with increased sales prices and expanded geographic market penetration.  Gross profit improved to 25.9% in fiscal 2006 versus 24.3% for last year.  Despite experiencing increased costs for aluminum and energy surcharges, this Group was able to achieve slightly lower material cost percentages for the current year compared to last year.  Also contributing to the lower cost of sales percentages were decreased labor and overhead cost percentages compared to last year reflecting cost containment efforts coupled with volume efficiencies as a result of the aforementioned sales increases.  Selling, general and administrative expenses increased $1,350,000, and as a percentage of sales in fiscal 2006 was 11.8%, the same as last year.  This increase was mainly attributable to additional employment and sales representation costs of $1,239,000 relating to the increased sales.

Residential Products

Sales of the Residential Products Group increased $11,158,000 or 15.1% compared to the 2005 year.  Consumer demand, although tapering off in the fourth quarter, continued to stimulate new home construction, re-sales of existing homes and home improvement spending in the areas served by this group.  New product development, aggressive promotional and sales efforts and increased sales prices also contributed to the increase.  Cost of sales as a percentage of sales increased in fiscal 2006 to 69.8% versus 68.7% last year.  Higher material cost percentages were incurred mainly due to absorption of higher aluminum and energy surcharge costs.  This group also experienced a slight increase in labor cost percentages as additional labor efficiency expected from the increased volume was offset by higher costs incurred for overtime and temporary help in order to meet on-time delivery commitments.  Partially offsetting these increases were decreased overhead cost percentages achieved from production efficiencies attained from the higher sales volume.  Selling, general and administrative expenses increased $1,401,000, and as a percentage of sales in fiscal 2006 was 12.7%, the same as last year. During fiscal 2006, this group incurred $1,026,000 in additional legal costs primarily relating to defense of a product liability lawsuit that was certified as a class-action in November 2005.  The Company expects that a portion of these legal expenses may be reimbursed by our insurers.  Additional increases of $539,000 were incurred for employment costs related to the increase in sales.  Partially offsetting the increases in fiscal 2006 were decreases of $272,000 and $114,000, respectively, relating to workers’ compensation and general liability policies.

Aluminum Extrusion

Sales to outside customers of the Aluminum Extrusion Group increased $6,556,000 or 12.0% compared to the 2005 year.  During fiscal 2006 the Group benefited from an increase in selling prices and a modest 2.6% increase in net tonnage shipped to outside customers.  Current year sales to outside customers at our California facility increased by $4,931,000 or 17.1% compared to last year.  Increased selling prices coupled with increased demand from existing and new customers, improved lead times, product quality and on-time delivery performance fueled the gain at this facility.  Total tonnage shipped to outside and internal customers improved by 3.4% for the year, although tonnage shipped to outside customers that increased by 6.9% was partially offset by a decline in tonnage shipped to internal customers.  Current year sales to outside customers at our Texas facility increased by $1,625,000 or 6.4% compared to last year, as increased selling prices more than offset a decline of 2.4% in tonnage shipped to outside customers.  Loss of volume from key outside customers due to the recent period of volatile price fluctuations, a switch to alternate or offshore suppliers and planned customer inventory reductions contributed to the tonnage decrease. Sales and tonnage gains were also hampered due to reduced shipments to the sales areas impacted by the hurricanes suffered during the December quarter in the Gulf Coast region, as well as reductions in shipments to the Florida customer base due to insufficient margins.  Despite the aforementioned decline in tonnage shipped to outside customers, total tonnage shipped from our Texas facility increased 5.0% as shipments to internal customers increased a substantial 10.6% reflecting strong demand from our Commercial Group.  Cost of sales for the Group as a percentage of sales was 95.4% for

5

fiscal 2006, an improvement from 96.1% in the prior year.  The improvement was contributed solely by our Texas facility, which achieved a cost of sales percentage of 93.4% this year versus 94.8% in fiscal 2005, as our California plant did not improve upon the 97.8% posted last year.  Due to the highly competitive marketplace, selling prices were increased directly in line with the increased cost of aluminum, resulting in increased material cost percentages for the current year.  During fiscal 2006, labor and overhead cost percentages at both facilities declined as a result of the increased selling prices coupled with efficiencies achieved as a result of increased total volume.  The impact of increased utility costs was lessened due to the implementation of energy surcharges levied on our customers during the year.  Selling, general and administrative expenses decreased slightly by $28,000, and as a percentage of sales decreased to 2.7% of sales compared to 3.1% last year.

Corporate

General and administrative expenses increased slightly by $53,000, and as a percentage of consolidated net sales decreased to 3.5% of net sales in fiscal 2006 compared to 3.9% in 2005.  The negligible increase includes two offsetting factors.  The prior year benefited from a recovery of $265,000 for then-current and prior year legal fees that was recorded as a result of a settlement.  The current year realized a reduction of $281,000 for costs related to complying with the internal control requirements of the Sarbanes-Oxley legislation.

The increase in interest income relates to increased funds available for investment during the year combined with higher rates of return compared to last year.

The effective tax rate in fiscal 2006 was 36.4% compared to 38.0% last year.  The decline was primarily attributable to the Domestic Manufacturers Deduction, which contributed to 1% of the decline in the rate, available as a result of the enactment of the American Jobs Creation Act of 2004.  We also experienced a decrease of Federal income tax reserves resulting from settlement of an Internal Revenue Service Appeals case for tax years 1997 and 1999 through 2004.

2005 vs. 2004

General Overview

Net sales for fiscal 2005 increased $38,554,000 or 18.1% from fiscal 2004.  All Groups achieved increased sales during 2005 compared to 2004.  Gross profit increased to 23.1% of sales in fiscal 2005 compared to 20.7% in fiscal 2004.  All Groups realized reductions, to varying degrees, in their cost of sales percentages during fiscal 2005 compared to fiscal 2004.  Selling, general and administrative expenses increased $3,763,000, but declined as a percentage of net sales to 14.8% of sales in fiscal 2005 compared to 15.8% in fiscal 2004.

The Company includes product costs, inbound freight, purchasing, receiving, inspection, internal transfer, warehousing and other costs of the Company’s distribution network in cost of goods sold, thereby reducing gross profit by these amounts.  Cost of sales and gross profit as a percent of sales for the Company may not be comparable to those of other companies in our industry, since other entities may record purchasing, warehousing and distribution costs as selling, general and administrative expense.

The contribution to these results by each segment is discussed below.

Commercial Products

Sales of the Commercial Products Group increased $24,245,000 or 24.5% compared to the 2004 year.  This gain reflected increased commercial construction activity together with increased sales prices, expanded geographic market penetration and new product introductions.  Gross profit increased to 24.3% of sales in fiscal 2005 compared to 21.5% in 2004.  Despite experiencing higher aluminum costs, this Group achieved decreased material, labor and overhead cost percentages mainly due to improved margins generated as a result of the substantially higher sales volume coupled with increased prices.  Selling, general and administrative expenses increased $1,433,000, although as a percentage of sales decreased to 11.8% of sales compared to 13.1% of sales in 2004. These increased expenses reflect additional employment and sales representation costs of $1,532,000 for the 2005 year related to the increase in sales and achievement of incentive compensation targets.  Partially offsetting the increase was $180,000 of income related to retrospective adjustments to workers’ compensation insurance policies.

6

Residential Products

Sales of the Residential Products Group increased $9,184,000 or 14.1% compared to the 2004 year.  Consumer demand continued to stimulate new home construction, re-sales of existing homes and home improvement spending in the areas served by this Group.  New product introductions and more aggressive promotional programs also contributed to the increase.  Gross profit increased to 31.3% of sales in fiscal 2005 compared to 29.9% in 2004.  Although the material cost percentage was unchanged from the prior year, this Group experienced decreased labor and overhead cost percentages compared to 2004 reflecting production efficiencies attained from the substantially higher sales volume coupled with a decrease of $368,000 for fiscal 2005 workers’ compensation claims.  Selling, general and administrative expenses increased $981,000, but decreased as a percentage of sales to 12.7% of sales in fiscal 2005 compared to 13.0% of sales in 2004.  This increase was mainly attributable to increases of $317,000 for advertising and promotional costs, $299,000 for fiscal 2005 general liability insurance costs, and $178,000 for additional employment related to the increase in sales.

Aluminum Extrusion

Sales of the Aluminum Extrusion Group increased $5,125,000 or 10.4% compared to the 2004 year.  Although net tonnage shipped to outside customers decreased 2.5%, particularly in the area served by our California facility, the Group benefited from an increase in selling prices.  Cost of sales as a percentage of sales at 96.1% for fiscal 2005, was only slightly better than the 96.2% recorded in fiscal 2004.  Due to the highly competitive marketplace, selling prices were increased directly in line with the increased cost of aluminum resulting in increased material cost percentages and decreased labor and overhead cost percentages for the 2005 year.  Additionally, labor and overhead production efficiencies gained from higher total tonnage output, including shipments to intercompany customers, decreased labor and overhead cost percentages for the 2005 year. These gains served to offset increased material cost percentages.  Selling, general and administrative expenses increased $584,000, although as a percentage of sales remained unchanged at 3.1% of sales compared to the 2004 year.  This increase reflects increased costs of $560,000 for retrospective adjustments to workers’ compensation insurance policies.

Corporate

General and administrative expenses increased $765,000, but decreased as a percentage of consolidated net sales to 3.9% of net sales in fiscal 2005 compared to 4.2% in 2004.  The increase is mainly attributable to $780,000 for costs related to complying with the internal control requirements of the Sarbanes-Oxley legislation.  Additional costs of $199,000 were incurred during the 2005 year relating to higher employment and recruitment expense and $104,000 for increased costs for retrospective adjustments to workers’ compensation and general liability insurance policies.  Partially offsetting these increases was a recovery of $265,000 for 2005 and prior year legal fees that was recorded as a result of a settlement.

The increase in interest income related to increased funds available for investment during the 2005 year combined with higher rates of return compared to 2004.

The effective tax rate increased to 38.0% in fiscal 2005 compared to 37.7% in 2004.

Liquidity and Capital Resources

Cash and cash equivalents at June 30, 2006 were $20,446,000 compared to $12,437,000 at June 30, 2005 and $15,964,000 at June 30, 2004.  Working capital at June 30, 2006 was $88,384,000 compared to $77,554,000 at June 30, 2005 and $67,860,000 at June 30, 2004.  The ratio of current assets to current liabilities was 3.6 at the end of 2006 compared to 4.1 at the end of 2005 and 3.8 at the end of 2004.  The Company continues to be in excellent position to meet its short-term operating and discretionary cash requirements.  Funds in excess of current operating requirements are invested in short-term interest-bearing instruments.

Net cash provided by operating activities was approximately $18.2 million, $5.2 million and $12.1 million in fiscal 2006, 2005 and 2004, respectively.  Cash used in investing activities was utilized for capital expenditures for property, plant and equipment of approximately $6,358,000 in 2006, $4,246,000 in 2005 and $3,482,000 in 2004 which were financed through internal cash flow and cash reserves.  The Company projects net capital expenditures of approximately $6,400,000 for fiscal 2007 for expansion of production capacity, as well as normal recurring capitalized replacement items.  The Company anticipates financing these expenditures through internal cash flow and cash reserves.  Cash used in financing activities during the past three years was utilized mainly for payment of shareholder dividends as authorized by the Board of Directors.

7

The Company had no long-term debt outstanding at the end of 2006, 2005, or 2004.  The Company had $22,690,000 in available credit at the end of 2006 under short-term borrowing arrangements (see Note 3).

The Company’s financial condition remains strong.  The Company believes that its cash, other liquid assets, operating cash flows and borrowing capacity, taken together, provide more than adequate resources to fund ongoing operating requirements and future capital expenditures related to the expansion of existing businesses.

Inflation, Trends, and General Considerations

From 2004 to 2006, inflation has not had a material effect on our results of operations.  Our performance is dependent to a significant extent upon levels of new construction, repair and remodeling for residential and commercial construction, all of which are affected by such factors as prevailing interest rates, consumer confidence levels and general economic outlook.  In the near term, we expect to operate in an environment of increasing levels of commercial construction activity.  Increases in interest rates are expected to have a negative impact on the level of residential housing construction activity as evidenced by recent declines in new housing starts; however we expect residential remodeling activity to remain strong for the foreseeable future.  The demand for our products is seasonal, particularly in the colder regions of North America where inclement weather during the winter months usually reduces the level of building and remodeling activity.  Partially as a result we usually experience lower sales levels during the second and third quarters of our fiscal year.

Critical Accounting Policies

The Summary of Accounting Policies within the Notes to the Consolidated Financial Statements includes the significant policies and procedures used in the preparation of the Company’s consolidated financial statements. The following is a discussion of each of the Company’s critical accounting policies:

Revenue Recognition

Sales are recognized when products are shipped or when services are provided, assuming no significant Company obligations remain and the collection of related receivables is probable.  Revenue recognition on product sales is not subject to significant estimates, as the Company has not experienced significant product returns.  The Company’s net sales exclude any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer.  Standard shipping terms are FOB shipping point.

Valuation of Receivables

The majority of the Company’s accounts receivable arises from sales of products under typical industry trade terms.  Trade accounts receivable are stated at cash due from customers less allowances for doubtful accounts. Past due amounts are determined based on established terms and charged-off when deemed uncollectible.

The Company records an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.  The allowance is based on management’s assessment of the business environment, customers’ financial condition, accounts receivable aging and historical collection expense.  Changes in any of these items may impact the level of future write-offs.  The Company did not have sales exceeding 5% to any single customer in 2006, 2005 or 2004.

Valuation of Inventory

The Company periodically reviews inventory items and overall stocking levels to ensure that adequate reserves exist for inventory deemed obsolete or excessive.  In making this determination, the Company considers historical stocking levels, recent sales of similar items and anticipated demand for these items. Changes in factors such as customer demand, new product offerings and other matters could affect the level of inventory obsolescence in the future.

Deferred Income Taxes

Deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax laws and rates (see Note 9).

Current and Pending Accounting Changes

The American Jobs Creation Act of 2004 (the “AJCA”) was signed into law on October 22, 2004.  The AJCA contains numerous changes to U.S. tax law, both temporary and permanent in nature, including a potential tax deduction with respect to certain qualified domestic manufacturing activities, changes in the carryback and carryforward utilization periods for foreign

8

tax credits and a dividend received deduction with respect to accumulated income earned abroad.  The law has an impact on our effective tax rate, future taxable income and cash and tax planning strategies, among other effects.  The initial benefit we derived from the manufacturer’s tax deduction was recorded in the second quarter of fiscal 2006.  See Note 11 for additional information.

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 151, “Inventory Costs” (SFAS 151), which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material.  SFAS 151 was effective for inventory costs incurred beginning July 1, 2005.  Adoption of SFAS 151 has not had a material impact on our financial statements.

In December 2004, the FASB issued SFAS No. 123R (revised 2004), “Share-Based Payment”, which replaced SFAS No. 123 and superseded APB Opinion No. 25. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values in the first interim or annual period beginning after June 15, 2005.  The pro forma disclosures previously permitted under SFAS No. 123 will no longer be an alternative to financial statement recognition.  As disclosed in Note 1 under Stock Based Compensation, adoption of SFAS 123R has not had an impact on our financial statements.

In March 2005, the FASB issued Financial Interpretation No. 47 (FIN 47), “Accounting for Conditional Asset Retirement Obligations”.  FIN 47 is an interpretation of FASB Statement No. 143, “Accounting for Asset Retirement Obligations” and clarifies (i) that an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated and (ii) when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation.  The Company adopted FIN 47 effective June 30, 2006.  Adoption of FIN 47 has not had an impact on our financial statements.

In May 2005, the FASB issued SFAS No. 154 (SFAS 154), “Accounting Changes and Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3”.  Under the previous guidance, most voluntary changes in accounting principle were required to be recognized as the cumulative effect of a change in accounting principle within the net income of the periods in which the change is made.  SFAS 154 requires retrospective application to prior period financial statements of a voluntary change in accounting principle, unless it is impracticable to do so.  SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.

In June 2006, the FASB issued Financial Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109”, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.”  This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return.  This Interpretation also provides guidance on de-recognition, classification, interest, penalties, accounting in interim periods, disclosure and transition.  The evaluation of a tax position in accordance with this Interpretation will be a two-step process.  The first step will determine if it is more likely than not that a tax position will be sustained upon examination and should therefore be recognized.  The second step will measure a tax position that meets the more likely than not recognition threshold to determine the amount of benefit to recognize in the financial statements.  This Interpretation is effective for fiscal years beginning after December 15, 2006.  Upon adoption in fiscal 2008 we do not anticipate that FIN 48 will have a material impact on our financial statements.

Forward-Looking Information

This annual report contains forward-looking statements with respect to the financial condition, results of operations and business of the Company.  Such items are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in such statements, including the risks and uncertainties set forth in our Annual Report on Form 10-K filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.  The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Off-Balance Sheet Transactions, Arrangements and Other Relationships

The Company is not a party to any off-balance sheet transactions, arrangements or other relationships.

9

QUARTERLY FINANCIAL DATA (UNAUDITED)

For the years ended June 30, 2006 and 2005

	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter
2006
Net sales	$	68,257,000	$	65,730,000	$	69,732,000	$	77,107,000
Gross profit	15,315,000		14,673,000		15,529,000		19,782,000
Net income	3,587,000		3,578,000		3,468,000		5,611,000
Earnings per share - Basic and Diluted:
Net income	.84		.83		.81		1.30
Dividends declared	.30		.30		.30		.30
Stock price — High	39.40		41.30		42.80		44.99
Stock price — Low	30.25		36.80		37.90		37.91
2005
Net sales	$	60,727,000	$	61,759,000	$	62,088,000	$	67,014,000
Gross profit	13,964,000		13,702,000		13,894,000		16,551,000
Net income	3,034,000		2,791,000		2,731,000		4,386,000
Earnings per share — Basic and Diluted:
Net income	.71		.66		.64		1.03
Dividends declared	.30		.30		.30		.30
Stock price — High	30.33		34.40		35.74		35.49
Stock price — Low	25.70		28.25		31.10		30.40

10

CERTIFICATIONS

International Aluminum Corporation (a) has filed the CEO and CFO certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits to its Annual Report on Form 10-K for the year ended June 30, 2006 and (b) will submit to the New York Stock Exchange (NYSE) the 2006 Annual CEO Certification regarding compliance with the NYSE corporate governance listing standards.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

International Aluminum Corporation’s management is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements and related disclosures in accordance with generally accepted accounting principles.  The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements and related disclosures in accordance with generally accepted accounting principles; (3) provide reasonable assurance that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (4) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements and related disclosures.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

The Company assessed the effectiveness of its internal control over financial reporting as of June 30, 2006.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in INTERNAL CONTROL-INTEGRATED FRAMEWORK.

Based upon management’s assessment using the criteria contained in COSO, the Company’s management has concluded that, as of June 30, 2006, International Aluminum Corporation’s internal control over financial reporting was effective.

Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2006 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

11

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
International Aluminum Corporation:

We have completed integrated audits of International Aluminum Corporation’s 2006 and 2005 consolidated financial statements and of its internal control over financial reporting as of June 30, 2006 and an audit of its 2004 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders’ equity and cash flows present fairly, in all material respects, the financial position of International Aluminum Corporation and its subsidiaries at June 30, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2006 in conformity with accounting principles generally accepted in the United States of America.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in the accompanying Management’s Report On Internal Control Over Financial Reporting, that the Company maintained effective internal control over financial reporting as of June 30, 2006 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria.  Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2006, based on criteria established in Internal Control — Integrated Framework issued by the COSO.  The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.  Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit.  We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinions.

12

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Los Angeles, California

September 8, 2006

13

INTERNATIONAL ALUMINUM CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

For the years ended June 30, 2006, 2005 and 2004

	2006		2005			2004
Net sales	$	280,826,000	$	251,588,000		$	213,034,000
Cost of sales	215,527,000		193,477,000			169,036,000
Gross profit	65,299,000		58,111,000			43,998,000
Selling, general and administrative expenses	40,094,000		37,318,000			33,555,000
Income from operations	25,205,000		20,793,000			10,443,000
Interest income	339,000		85,000			50,000
Interest expense	—		(6,000		)	(20,000		)
Income from continuing operations before income taxes	25,544,000		20,872,000			10,473,000
Provision for income taxes	9,300,000		7,930,000			3,944,000
Income from continuing operations	16,244,000		12,942,000			6,529,000
Income from discontinued operations, net of tax	—		—			129,000
Net income	$	16,244,000	$	12,942,000		$	6,658,000
Earnings per share — Basic and Diluted:
Continuing operations	$	3.78	$	3.04		$	1.54
Discontinued operations	—		—			.03
Total	$	3.78	$	3.04		$	1.57

See accompanying notes to consolidated financial statements.

14

INTERNATIONAL ALUMINUM CORPORATION

CONSOLIDATED BALANCE SHEETS

June 30, 2006 and 2005

	2006			2005
Assets
Current assets:
Cash and cash equivalents	$	20,446,000		$	12,437,000
Accounts receivable, less allowance of $903,000 in 2006 and $1,244,000 in 2005	49,825,000			43,543,000
Inventories	46,917,000			41,270,000
Prepaid expenses and deposits	1,856,000			2,055,000
Deferred income taxes	3,104,000			3,310,000
Total current assets	122,148,000			102,615,000
Property, plant and equipment, at cost	129,639,000			125,081,000
Accumulated depreciation	(81,846,000		)	(78,179,000		)
Net property, plant and equipment	47,793,000			46,902,000
Other assets:
Goodwill	689,000			645,000
Other	2,318,000			1,469,000
Total other assets	3,007,000			2,114,000
Total Assets	$	172,948,000		$	151,631,000
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	16,619,000		$	9,958,000
Accrued liabilities	15,282,000			13,531,000
Income taxes payable	1,863,000			1,572,000
Total current liabilities	33,764,000			25,061,000
Deferred income taxes	5,527,000			6,067,000
Total liabilities	39,291,000			31,128,000
Commitments and contingencies (Note 4)
Shareholders’ equity:
Common stock	4,826,000			4,791,000
Paid-in capital	5,639,000			4,689,000
Retained earnings	120,060,000			108,975,000
Accumulated other comprehensive income	3,132,000			2,048,000
Total shareholders’ equity	133,657,000			120,503,000
Total Liabilities and Shareholders’ Equity	$	172,948,000		$	151,631,000

See accompanying notes to consolidated financial statements.

15

INTERNATIONAL ALUMINUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended June 30, 2006, 2005 and 2004

	2006			2005			2004
Cash flows from operating activities:
Net income	$	16,244,000		$	12,942,000		$	6,658,000
Adjustments for noncash transactions:
Depreciation and amortization	5,873,000			6,269,000			6,526,000
Deferred income taxes	(334,000		)	(1,101,000		)	(260,000		)
Changes in assets and liabilities:
Receivables	(5,927,000		)	(4,232,000		)	(4,667,000		)
Inventories	(5,439,000		)	(8,811,000		)	(3,714,000		)
Prepaid expenses and other	(636,000		)	(886,000		)	490,000
Accounts payable	6,328,000			(1,148,000		)	3,434,000
Accrued liabilities	1,729,000			1,609,000			2,883,000
Income taxes payable	399,000			557,000			796,000
Net cash provided by operating activities	18,237,000			5,199,000			12,146,000
Cash flows from investing activities:
Capital expenditures	(6,358,000		)	(4,246,000		)	(3,482,000		)
Proceeds from sales of capital assets	209,000			221,000			212,000
Net cash used in investing activities	(6,149,000		)	(4,025,000		)	(3,270,000		)
Cash flows from financing activities:
Dividends paid to shareholders	(5,159,000		)	(5,107,000		)	(5,094,000		)
Exercise of stock options	985,000			592,000			—
Net repayments under lines of credit	—			(220,000		)	(394,000		)
Net cash used in financing activities	(4,174,000		)	(4,735,000		)	(5,488,000		)
Effect of exchange rate changes	95,000			34,000			6,000
Net change in cash and cash equivalents	8,009,000			(3,527,000		)	3,394,000
Cash and cash equivalents at beginning of year	12,437,000			15,964,000			12,570,000
Cash and cash equivalents at end of year	$	20,446,000		$	12,437,000		$	15,964,000
Supplemental cash flow information:
Interest payments	$	—		$	6,000		$	20,000
Income tax payments	$	9,112,000		$	8,088,000		$	3,184,000

See accompanying notes to consolidated financial statements.

16

INTERNATIONAL ALUMINUM CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

For the years ended June 30, 2006, 2005 and 2004

									Accumulated
									Other
	Common Stock			Paid-in		Retained			Comprehensive
	Shares	Amount		Capital		Earnings			Income		Total
Balance, June 30, 2003	4,244,794	$	4,765,000	$	4,123,000	$	99,576,000		$	1,072,000	$	109,536,000
Net income						6,658,000					6,658,000
Translation adjustment									106,000		106,000
Total comprehensive income											6,764,000
Cash dividends						(5,094,000		)			(5,094,000		)
Balance, June 30, 2004	4,244,794	4,765,000		4,123,000		101,140,000			1,178,000		111,206,000
Net income						12,942,000					12,942,000
Translation adjustment									870,000		870,000
Total comprehensive income											13,812,000
Exercise of stock options	25,938	26,000		566,000							592,000
Cash dividends						(5,107,000		)			(5,107,000		)
Balance, June 30, 2005	4,270,732	4,791,000		4,689,000		108,975,000			2,048,000		120,503,000
Net income						16,244,000					16,244,000
Translation adjustment									1,084,000		1,084,000
Total comprehensive income											17,328,000
Exercise of stock options	34,606	35,000		950,000							985,000
Cash dividends						(5,159,000		)			(5,159,000		)
Balance, June 30, 2006	4,305,338	$	4,826,000	$	5,639,000	$	120,060,000		$	3,132,000	$	133,657,000

See accompanying notes to consolidated financial statements.

17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Significant Accounting Policies and Procedures

Description of Business and Principles of Consolidation

International Aluminum Corporation (the Company) is an integrated building products manufacturer of diversified lines of quality aluminum and vinyl products.  The consolidated financial statements include the accounts of the Company and its domestic and foreign subsidiaries.  All significant intercompany transactions and accounts have been eliminated in consolidation.  Certain reclassifications of prior year information may have been made to conform to the current presentation.

Revenue Recognition

Sales are recognized when products are shipped or services are provided, assuming no significant Company obligations remain and the collection of related receivables is probable.  Net sales exclude any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer. Shipping charges billed to customers are included in Net Sales and shipping and handling charges incurred by the Company are included in Cost of Sales.  Standard shipping terms are FOB shipping point.

Estimates and Assumptions

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and marketable securities with original maturities of three months or less at the date of purchase.

Concentrations of Credit Risk

The majority of the Company’s accounts receivable arises from sales of products under typical industry trade terms. Trade accounts receivable are stated at cash due from customers less allowances for doubtful accounts.  Past due amounts are determined based on established terms and charged-off when deemed uncollectible.

The Company records an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.  The allowance is based on management’s assessment of the business environment, customers’ financial condition, accounts receivable aging and historical collection expense.  Changes in any of these items may impact the level of future write-offs.  The Company did not have sales exceeding 5% to any single customer in 2006, 2005 or 2004.

Inventory

Inventories are valued at the lower of cost or market.  The cost is determined by the first-in, first-out (FIFO) method and inventories are reviewed for excess quantities and obsolescence.  Inventories at fiscal year ends were as follows:

	2006		2005
Raw materials	$	39,531,000	$	34,720,000
Work in process	898,000		1,333,000
Finished goods	6,488,000		5,217,000
Total inventories	$	46,917,000	$	41,270,000

18

Foreign Currency Translation

Assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars at year-end exchange rates and revenues and expenses are translated at average rates prevailing during the year.  Local currency is considered to be the functional currency.  Translation adjustments are deferred into accumulated other comprehensive income, a separate component of shareholders’ equity.  Foreign currency transaction gains and losses are included in results of operations as incurred.

Depreciation and Amortization

Depreciation and amortization are provided over the estimated useful lives of the assets (up to 40 years for buildings, 5 to 20 years for machinery and plant equipment, 3 to 5 years for office equipment and computers and 2.5 to 7 years for vehicles) or the remaining terms of the leases, whichever is shorter, using the straight-line method for financial reporting purposes and accelerated methods for tax purposes.

Goodwill

The excess of the purchase price over the underlying book value of any businesses or assets acquired is classified as “Goodwill.”  The nominal increase in goodwill during 2006 relates to the effect of applying fluctuating foreign exchange rates to balances pertaining to our Canadian subsidiaries.  The Company accounts for its goodwill under Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.”  Under SFAS No. 142, goodwill is not amortized, but it is tested for impairment at least annually.  Each year the Company tests for impairment of goodwill according to a two-step approach.  In the first step, the Company tests for impairment of goodwill by estimating the fair values of its reporting units using the present value of future cash flows approach, subject to a comparison for reasonableness to its market capitalization at the date of valuation.  If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any.  In the second step the implied fair value of the goodwill is estimated as the fair value of the reporting unit used in the first step less the fair value of all other net tangible and intangible assets of the reporting unit.  If the carrying amount of the goodwill exceeds its implied fair market value, an impairment loss is recognized in an amount equal to that excess, not to exceed the carrying amount of the goodwill.  In addition, goodwill of a reporting unit is tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.  No impairments have been recorded since the initial adoption of SFAS 142.

Income Taxes

The Company accounts for income taxes under SFAS No. 109, “Accounting for Income Taxes.”  SFAS No. 109 requires an asset and liability approach for financial reporting for income taxes.  Under SFAS No. 109, deferred taxes are provided for temporary differences between the carrying values of assets and liabilities for financial reporting and tax purposes at the enacted rates at which these differences are expected to reverse.

Long-Lived Assets

Whenever events indicate that the carrying values of long-lived assets may not be recoverable, the Company evaluates the carrying values of such assets using future undiscounted cash flows to determine if an impairment exists.  If an impairment is determined to exist, any related impairment loss is calculated based upon comparison of the fair value to the carrying value of the assets.

19

Advertising Expense

The Company expenses advertising costs as incurred.  Advertising expenses of approximately $2,345,000, $2,424,000 and $2,011,000 were charged to selling, general and administrative expenses for the years ended June 30, 2006, 2005 and 2004, respectively.

Stock Based Compensation

The Company granted incentive stock options for the purchase of common stock to certain executive and managerial employees under the Company’s 1991 Stock Option Plan, whose expired granting authority has been transferred to the successor plan, the 2001 Stock Option Plan.  The options have an exercise price equal to the market price of the stock on the date of grant, a term of ten years and become exercisable, or vested, in equal installments over a five-year period from the date of grant so long as the employees remain in the continuous employ of the Company.  Prior to July 1, 2005, the Company applied Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related Interpretations in accounting for stock options granted under the plan.  Under APB No. 25, compensation cost, if any, is recognized over the respective vesting period based on the difference, if any, on the date of grant between the fair value of the Company’s common stock and the exercise price.  All options issued have an exercise price equal to the fair value on the date of grant.  Accordingly, no compensation cost has been recognized for those stock options.  On December 31, 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”, which amends SFAS No. 123, “Accounting for Stock-Based Compensation”.  SFAS No. 148’s transition guidance and provisions for disclosures were effective for fiscal years ending after December 15, 2002.  The Company did not adopt fair value accounting for employee stock options under SFAS No. 123 and SFAS No. 148.  Since all outstanding stock awards are stock options with no intrinsic value at the date of grant and were fully vested before the income statement periods presented, there would have been no change in reported net income and earnings per share had compensation cost been determined based on the fair value at the grant dates as prescribed by SFAS 123.  In addition, on July 1, 2005 the Company adopted SFAS No. 123R (revised 2004), “Share-Based Payment”, which replaced SFAS No. 123 and superseded APB Opinion No. 25, using the modified prospective application.  SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values in the first interim or annual period beginning after June 15, 2005.  The pro forma disclosures previously permitted under SFAS No. 123 will no longer be an alternative to financial statement recognition.  The adoption of SFAS 123R did not result in compensation cost being recorded, as all outstanding options were fully vested on the date of adoption.  During the three-year period ended June 30, 2006 no stock options or other stock awards were granted.

Note 2.  Balance Sheet Components

	2006		2005
Property, Plant and Equipment, at Cost
Land	$	7,068,000	$	6,953,000
Buildings and improvements	32,988,000		29,932,000
Machinery and equipment	77,608,000		74,016,000
Office Equipment/Computers	7,356,000		7,427,000
Vehicles	4,619,000		4,478,000
Construction in process	—		2,275,000
	$	129,639,000	$	125,081,000

	2006		2005
Accrued Liabilities
Wages, deferred compensation and compensated absences	$	8,921,000	$	8,167,000
Taxes, other than income taxes	1,319,000		1,393,000
Dividends	1,292,000		1,281,000
Other	3,750,000		2,690,000
	$	15,282,000	$	13,531,000

20

Note 3.  Short-Term Debt and Lines of Credit

The Company has a loan agreement with a domestic bank providing for a $20,000,000 unsecured short-term line of credit at 55 basis points below the prevailing prime interest rate. There were no amounts outstanding under the agreement at June 30, 2006 or June 30, 2005.  Additionally, the Company’s Canadian subsidiaries have loan agreements with a foreign bank providing for $2,690,000 in collateralized short-term lines of credit, at the prevailing Canadian prime interest rate.  There were no amounts outstanding under the agreements at June 30, 2006 or June 30, 2005.

Note 4.  Commitments and Contingencies

The Company is committed under real property lease agreements expiring at various dates to 2014.  Certain of the leases have renewal options for periods up to five years, and others provide for rent revisions at various dates.  Under the leases, the Company is obligated to pay property taxes, insurance and maintenance.  All facility leases are classified as operating leases.

Real property rental expense was $859,000 in 2006, $806,000 in 2005, and $801,000 in 2004.  Real property rental commitments are $1,068,000 in 2007, $1,014,000 in 2008, $824,000 in 2009, $741,000 in 2010, $636,000 in 2011, and $727,000 in 2012-2014.

The Company was named in a class action filed in California: Klotzer v. International Window Corporation, et.al., filed in December 2002.  The plaintiffs assert various causes of action, including strict product liability and breach of warranty.  The plaintiffs also purport to represent a statewide class of persons who own buildings in California that contain the Company’s Series 6200 horizontal sliding, vertical hung, or fixed aluminum windows manufactured during the period 1993 to the present.  In November 2005, the Court certified the plaintiff class. The named plaintiffs seek actual and punitive damages as well as injunctive and restitutionary relief on their claims, including the cost to remove and replace all of the Series 6200 windows in the class.  The Company denies any liability.

The Company’s insurers have accepted the defense of this lawsuit under reservation of rights.  The scope of the Company’s insurance coverage may depend upon the ultimate disposition of the plaintiffs’ claims. The Company believes the plaintiffs’ claims are without merit, and it intends to vigorously defend this lawsuit.  The lawsuit is in the discovery phase, and the Company cannot predict its outcome or the extent to which insurance would be available to cover any eventual judgment or settlement in the lawsuit.

The Company is party to various other claims, legal actions and complaints arising in the ordinary course of business which in the opinion of management are without merit or are of such kind, or involve such amounts, that an unfavorable disposition would not have a material adverse effect on the consolidated financial position, results of operations or cash flows of the Company.

Note 5.  Stock Options

The options outstanding under the 1991 and 2001 Stock Option Plans for fiscal year ended June 30, 2006 were:

	Outstanding				Exercisable
	Number Of		Weighted-Average		Number Of	Weighted-Average
	Shares		Exercise Price		Shares	Exercise Price
Outstanding, June 30, 2005	55,526		$	28.89	55,526	$	28.89
Granted	—
Exercised	44,526		28.43		11,000	30.75
Expired	(2,500	)	28.00		—	—
Outstanding, June 30, 2006	8,500		31.56		8,500	31.56
Stock Option Summary at June 30, 2006:
$31.56 (Life: 1.6 years)	8,500		31.56		8,500	31.56
Available for future grants	392,200

The total intrinsic value of options outstanding at June 30, 2006 was $54,740.  The total intrinsic value of options exercised during the fiscal year ended June 30, 2006 was $373,192.

Upon exercise, stock options are settled through issuance of previously authorized but unissued shares.

21

Note 6.  Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the related period.  Diluted earnings per share is computed by dividing net income by the weighted-average common shares and potentially dilutive common equivalent shares outstanding determined as follows:

	2006		2005		2004
Numerator:
Income from continuing operations	$	16,244,000	$	12,942,000	$	6,529,000
Income from discontinued operations, net of tax	—		—		129,000
Net income	$	16,244,000	$	12,942,000	$	6,658,000
Denominator:
Weighted-average shares outstanding used to compute basic EPS	4,294,427		4,252,728		4,244,794
Incremental shares issuable upon the exercise of stock options	2,561		6,928		3,401
Shares used to compute diluted EPS	4,296,988		4,259,656		4,248,195
Basic and Diluted net earnings per share:
Before effect of discontinued operations	$	3.78	$	3.04	$	1.54
Discontinued operations	—		—		.03
Basic and Diluted net earnings per share	$	3.78	$	3.04	$	1.57

Incremental shares issuable upon the assumed exercise of outstanding stock options are computed using the average market price of common stock during the related period.  The incremental shares for the fiscal years ending 2005 and 2004 exclude 8,625 and 60,750 stock option shares, respectively, because their inclusion would be anti-dilutive, since the option price was greater than the Company’s average common stock price for related periods.

Note 7.  Capital Stock

The Company has 500,000 shares of preferred stock authorized, with a $10 par value, none of which is outstanding.  There are 10,000,000 shares of common stock authorized, $1 par value, of which 4,305,338 shares were outstanding at June 30, 2006 and 4,270,732 were outstanding at June 30, 2005.

Note 8.  Acquisitions and Divestitures

During fiscal 2003, the Company ceased operations of its International Window-Colorado window and door subsidiary which was a component of the Residential Products segment. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company wrote down the net assets of this subsidiary to their estimated net realizable value and reported its results as discontinued operations.  Due to favorable accounts receivable collections and the sale of a portion of the Window-Colorado equipment and inventory, the Company recognized a pre-tax gain of $215,000 ($129,000 net of tax) in fiscal 2004, which has been classified as discontinued operations.  The Company does not anticipate any future activity with respect to this subsidiary.

22

Note 9. Income Taxes

The components of income before U.S. and foreign income taxes are:

	2006		2005		2004
Domestic	$	24,474,000	$	20,535,000	$	10,567,000
Foreign	1,070,000		337,000		121,000
	$	25,544,000	$	20,872,000	$	10,688,000

The provision for income taxes is comprised of the following:

	2006			2005			2004
Current —
Federal	$	7,963,000		$	7,776,000		$	3,487,000
State	1,535,000			984,000			568,000
Foreign	136,000			271,000			235,000
	9,634,000			9,031,000			4,290,000
Deferred —
Federal	(823,000		)	(876,000		)	(6,000		)
State	(33,000		)	(75,000		)	(33,000		)
Foreign	522,000			(150,000		)	(221,000		)
	(334,000		)	(1,101,000		)	(260,000		)
	$	9,300,000		$	7,930,000		$	4,030,000
Allocation of total provision —
Continuing operations	$	9,300,000		$	7,930,000		$	3,944,000
Discontinued operations	—			—			86,000
Total provision	$	9,300,000		$	7,930,000		$	4,030,000

A reconciliation between the provisions for income taxes, computed by applying the Federal statutory rate to income before taxes, and the book provisions for income taxes follows:

	2006			2005		2004
Tax provision on book income at statutory rate	$	8,940,000		$	7,305,000	$	3,641,000
Increases (decreases) resulting from:
State income taxes, net of Federal income tax benefit	976,000			591,000		353,000
AJCA Manufacturer’s Deduction	(265,000		)	—		—
Reduction to Federal tax reserve	(512,000		)	—		—
Other	161,000			34,000		36,000
Provision for income taxes	$	9,300,000		$	7,930,000	$	4,030,000

23

Deferred income taxes result from temporary differences in the recognition of income and expenses for tax and financial statement purposes.  The tax effects of the significant temporary differences that comprise the deferred tax assets and liabilities at year end are as follows:

	2006		2005
Accounts receivable	$	309,000	$	423,000
Inventory	470,000		387,000
Accrued liabilities	1,789,000		1,478,000
Canadian operating loss carryforwards	328,000		999,000
Other	208,000		23,000
Net deferred tax asset	$	3,104,000	$	3,310,000
Property, plant and equipment	$	5,450,000	$	5,953,000
Other	77,000		114,000
Net deferred tax liability	$	5,527,000	$	6,067,000

No provision for U.S. taxes has been made for undistributed earnings of the Canadian subsidiaries since it is expected that the major portion of such earnings will continue to be reinvested for an indefinite period.  The Company has Canadian net operating loss carryforwards that expire between 2009 and 2011.  Management believes that it is more likely than not that the Company will generate sufficient taxable income in the appropriate carryforward periods to realize the benefit of the Canadian net operating loss carryforwards.

Note 10.  Segment Information

The Company’s operations are organized and managed by product type.  The Company currently operates in three segments of the building products industry:

COMMERCIAL — Curtainwalls, window walls, slope glazed systems, storefront framing, entrance doors and frames, commercial operable windows, including products for storm and blast-resistant applications; interior officefronts, office partitions and interior doors and frames for the commercial building and tenant improvement markets.

RESIDENTIAL — Extensive lines of windows and patio doors manufactured from vinyl and aluminum for the residential building and remodeling markets.

ALUMINUM EXTRUSION — Mill finish, anodized, painted and fabricated aluminum extrusions.

The Company uses a portion of its aluminum extrusion production in its Commercial and Residential segments.  Transfers are made at market prices.  Accounting policies for the segments are the same as those described in Note 1.  The Company evaluates performance based on operating income or loss before any allocation of corporate overhead, interest or taxes.

24

The following is significant financial information by operating segment, reconciling to the Company’s totals.

	Sales									Operating Income
(In thousands)	2006			2005			2004			2006			2005			2004
Commercial	$	134,998		$	123,604		$	99,807		$	19,054		$	15,518		$	8,335
Residential	85,668			74,443			65,355			14,955			13,791			11,049
Aluminum Extrusion	130,829			114,807			97,378			2,540			951			709
Total segments	351,495			312,854			262,540			36,549			30,260			20,093
Eliminations	(70,669		)	(61,266		)	(49,506		)	(1,526		)	273			(668		)
Corporate	—			—			—			(9,818		)	(9,740		)	(8,982		)
Total	$	280,826		$	251,588		$	213,034		$	25,205		$	20,793		$	10,443

                                                                                                                                                       &# 160;                                                                     

	Capital Expenditures						Depreciation and Amortization
(In thousands)	2006		2005		2004		2006		2005		2004
Commercial	$	1,073	$	688	$	542	$	1,597	$	1,698	$	1,820
Residential	4,194		3,110		2,075		1,869		1,798		1,847
Aluminum Extrusion	473		367		519		2,167		2,410		2,481
Total segments	5,740		4,165		3,136		5,633		5,906		6,148
Corporate	618		81		346		240		363		378
Total	$	6,358	$	4,246	$	3,482	$	5,873	$	6,269	$	6,526

	Total Assets
(In thousands)	2006		2005
Commercial	$	78,464	$	66,353
Residential	34,320		32,076
Aluminum Extrusion	40,143		42,010
Total segments	152,927		140,439
Corporate	20,021		11,192
Total	$	172,948	$	151,631

Note 11.  Current and Pending Accounting Changes

The American Jobs Creation Act of 2004 (the “AJCA”) was signed into law on October 22, 2004.  The AJCA contains numerous changes to U.S. tax law, both temporary and permanent in nature, including a potential tax deduction with respect to certain qualified domestic manufacturing activities, changes in the carryback and carryforward utilization periods for foreign tax credits and a dividend received deduction with respect to accumulated income earned abroad. The law impacts the Company’s effective tax rate, future taxable income and cash and tax planning strategies, amongst other effects. In December 2004, the FASB issued Staff Position No. 109-1 (“FSP 109-1”), Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004 and Staff Position No. 109-2 (“FSP 109-2”), Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004. FSP 109-1 clarifies that the manufacturer’s tax deduction provided for under the AJCA should be accounted for as a special deduction in accordance with SFAS No. 109 and not as a tax rate reduction.  FSP 109-2 provides accounting and disclosure guidance for the repatriation of certain foreign earnings to a U.S. taxpayer as provided for in the AJCA.  The Company has no plans to repatriate foreign earnings.  The initial benefit we derived from the manufacturer’s tax deduction was recorded in the second quarter of fiscal 2006.

25

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 151, “Inventory Costs” (SFAS 151), which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material.  SFAS 151 was effective for inventory costs incurred beginning July 1, 2005.  Adoption of SFAS 151 has not had a material impact on our financial statements.

In December 2004, the FASB issued SFAS No. 123R (revised 2004), “Share-Based Payment,” which replaced SFAS No. 123 and superseded APB Opinion No. 25. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values in the first interim or annual period beginning after June 15, 2005.  The pro forma disclosures previously permitted under SFAS No. 123 will no longer be an alternative to financial statement recognition.  As previously disclosed in Note 1 under Stock Based Compensation, adoption of SFAS 123R has not had an impact on our financial statements.

In March 2005, the FASB issued Financial Interpretation No. 47 (FIN 47), “Accounting for Conditional Asset Retirement Obligations.”  FIN 47 is an interpretation of FASB Statement No. 143, “Accounting for Asset Retirement Obligations” and clarifies (i) that an entity is required to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated and (ii) when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation.  The Company adopted FIN 47 effective June 30, 2006.  Adoption of FIN 47 has not had an impact on our financial statements.

In May 2005, the FASB issued SFAS No. 154 (SFAS 154), “Accounting Changes and Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3.”  Under the previous guidance, most voluntary changes in accounting principle were required to be recognized as the cumulative effect of a change in accounting principle within the net income of the periods in which the change is made.  SFAS 154 requires retrospective application to prior period financial statements of a voluntary change in accounting principle, unless it is impracticable to do so.  SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.

In June 2006, the FASB issued Financial Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109,” which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes.”  This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return.  This Interpretation also provides guidance on de-recognition, classification, interest, penalties, accounting in interim periods, disclosure and transition.  The evaluation of a tax position in accordance with this Interpretation will be a two-step process.  The first step will determine if it is more likely than not that a tax position will be sustained upon examination and should therefore be recognized.  The second step will measure a tax position that meets the more likely than not recognition threshold to determine the amount of benefit to recognize in the financial statements.  This Interpretation is effective for fiscal years beginning after December 15, 2006.  Upon adoption in fiscal 2008 we do not anticipate that FIN 48 will have a material impact on our financial statements.

26

CORPORATE INFORMATION

DIRECTORS

Cornelius C. Vanderstar

Chairman of the Board

Ronald L. Rudy

John P. Cunningham

Retired President of International Aluminum Corporation

Alexander L. Dean

President, David Brooks Company

Joel F. McIntyre

Attorney At Law

Norma A. Provencio

President, Provencio Advisory Services, Inc.

David C. Treinen

Retired President of International Aluminum Corporation

STOCK TRANSFER AGENT AND REGISTRAR

Continental Stock Transfer & Trust Company

17 Battery Place

New York, NY 10004

(212) 509-4000

Internet at www.continentalstock.com

STOCK EXCHANGE LISTING

The Company’s common stock (trading symbol: IAL) is listed on the New York Stock Exchange

OFFICERS

Ronald L. Rudy

President & Chief Executive Officer

Mitchell K. Fogelman

Senior Vice President — Finance & Secretary

William G. Gainer

Senior Vice President — Operations

Susan L. Leone

Vice President — Human Resources

FINANCIAL INFORMATION ON CORPORATE WEBSITE

The Company makes available on its website, www.intlalum.com, its periodic reports on Form 10-K and 10-Q as soon as reasonably practicable after they have been filed.

ELECTRONIC TRANSFER OF DIVIDENDS

For information and forms, write to:

Corporate Secretary

International Aluminum Corporation

P. O. Box 6

Monterey Park, CA 91754

ANNUAL SHAREHOLDERS MEETING

2 p.m., Thursday, October 26, 2006

International Aluminum Corporation

767 Monterey Pass Road

Monterey Park, CA 91754

27

SUBSIDIARIES BY SEGMENT

COMMERCIAL

Douglas R. Ellerbrock

Executive Vice President

Commercial Products Group

United States Aluminum Corporation

Vernon, California

Phoenix, Arizona (opening Fall 2006)

United States Aluminum Corporation-Illinois

Bedford Park, Illinois

Boston, Massachusetts

Detroit, Michigan

United States Aluminum Corporation-Texas

Waxahachie, Texas

Denver, Colorado

St. Louis, Missouri

Dallas, Texas

Houston, Texas

United States Aluminum Corporation-Carolina

Rock Hill, South Carolina

Orlando, Florida (opening Fall 2006)

Atlanta, Georgia

Baltimore, Maryland

United States Aluminum Of Canada–British Columbia, Ltd.

Langley, British Columbia, Canada

United States Aluminum Of Canada–Ontario, Ltd.

Guelph, Ontario, Canada

Raco Interior Products, Inc.

Houston, Texas

Waxahachie, Texas

Dallas, Texas

RESIDENTIAL

George L. Hall

Executive Vice President

Residential Products Group

International Window Corporation

South Gate, California

International Window-Northern California

Hayward, California

International Window-Arizona, Inc

Phoenix, Arizona

ALUMINUM EXTRUSION

International Extrusion Corporation

Alhambra, California

International Extrusion Corporation-Texas

Waxahachie, Texas

28

International Aluminum Corporation
767 Monterey Pass Road
Monterey Park, California 91754
Tel:	(323) 264-1670
Fax:	(323) 266-3838
Web:	www.intlalum.com

29

EX-14.1

Exhibit 14.1

INTERNATIONAL ALUMINUM CORPORATION

CODE OF BUSINESS CONDUCT AND ETHICS

August 19, 2004

INTRODUCTION

This Code of Business Conduct and Ethics (“Code”) covers a wide range of business practices and procedures.  It does not cover every issue that may arise, but sets out basic principles to guide employees of International Aluminum Corporation (“IAL”).  All of IAL’s employees are required to conduct themselves in accordance with the principles set forth in this Code and to avoid even the appearance of improper behavior.

Violation of this Code may subject an employee to disciplinary action, up to and including possible termination of employment.  If an employee is in a situation, which he or she believes may violate or lead to a violation of this Code, such employee should follow the guidelines contained in the COMPLIANCE PROCEDURES section of this Code.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Obeying the law, both in letter and in spirit, is the foundation on which IAL’s ethical standards are built.  All employees must obey the laws of the cities, states and countries in which IAL operates.

CONFLICTS OF INTEREST

A “conflict of interest” exists when a person’s private interests interfere in any way with the interests of IAL.  A conflict can arise when an employee takes an action or has an interest that may make it difficult to perform his or her work objectively and effectively.  A conflict of interest may arise when an employee or a member of his or her family receives personal benefits as a result of the employee’s position with IAL.  Loans to, or guarantees of obligations of, employees or family members may create conflicts of interest.

It will almost certainly create a conflict of interest for an employee of IAL to work simultaneously for a competitor, customer or supplier or act as a consultant or serve as a board member thereof.  The safe course of conduct is to avoid any direct or indirect business relationship with a customer, supplier or competitor of IAL, except when acting in the course of your employment on IAL’s behalf.  Conflicts of interest may not always be clear-cut.  If you have a question, consult with your supervisor or IAL’s designated Corporate Governance Representative (“CGR”).  The CGR is currently Susan Leone, Vice President—Human Resources.

INSIDER TRADING

Employees who have access to or come into possession of non-public information regarding IAL, its business and affairs or its financial condition, or the business, affairs or financial condition of others with whom IAL has a business relationship, are not permitted to use or share that information for stock trading purposes or for any other purpose except lawfully in connection with the conduct of IAL’s business.  All non-public information about IAL, and all non-public information about others with whom IAL has a business relationship obtained in the course of your employment should be considered secret, proprietary and confidential.  To use non-public information for personal financial benefit or to “tip” others who might make an investment decision on the basis of such information is not only unethical but also illegal.

1

CORPORATE OPPORTUNITIES

Employees, officers and directors may not take for themselves personally, opportunities that arise or are discovered through the use of corporate property, information or position.  Employees, officers and directors owe a duty to IAL to advance its interests whenever and wherever the opportunity to do so arises.

COMPETITION AND FAIR DEALING

IAL seeks to outperform its competitors fairly and honestly.  Stealing proprietary information, possessing trade secret information of others that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited.  Each employee should respect the rights of and deal fairly with IAL’s customers, suppliers and competitors and with his or her fellow employees.  No employee should take unfair advantage of anyone through manipulation, concealment, use or abuse of privileged information, the misrepresentation of facts or any other unfair practice.

Subject to the PAYMENTS TO GOVERNMENT PERSONNEL section below, no gift or entertainment should be offered, given or accepted by any employee, family member of an employee or agent unless it:  (1) is not a cash gift;  (2) has a value of less than two hundred fifty dollars ($250.00);  (3) cannot be construed as a bribe or payoff and (4) does not violate any laws or regulations.  Each employee should discuss with his or her supervisor any gift or proposed gift which he or she is not certain is appropriate.

DISCRIMINATION AND HARASSMENT

IAL is an equal opportunity employer and is committed to providing equal opportunity to and for all of its employees.  IAL will not tolerate discrimination or harassment of any kind.  Examples include derogatory comments based on race, religion, ethnicity or sexual orientation, unwelcome sexual advances and creating an atmosphere of intimidation or harassment.  Any act of discrimination or harassment should be reported immediately to your supervisor or to the CGR.

HEALTH AND SAFETY

IAL strives to provide each employee with a safe and healthy work environment.  Each employee has the responsibility of maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted.  Employees should report to work in condition to perform their duties, free from the influence of drugs and alcohol.  The use of illegal drugs or alcohol in the workplace will not be tolerated.

RECORD-KEEPING

IAL requires honest and accurate recording and reporting of information in order to make responsible business decisions.  For example, only the true and actual number of hours worked should be reported.  Some employees use business expense accounts, which must be documented as required by Company policy and recorded accurately.  If you are not sure whether a particular expense is reimbursable, consult your supervisor.

All of IAL’s books, records, accounts and financial statements must appropriately reflect IAL’s transactions and must conform to all legal and accounting requirements and to IAL’s system of internal controls.  Unrecorded or “off the books” funds or assets are prohibited.  Records should be retained or destroyed as required by IAL’s record retention policy.

Communications often become public, and each employee should avoid exaggeration, defamation and guesswork.  This applies equally to e-mail, internal memos and formal reports.

2

CONFIDENTIALITY

Employees must maintain the confidentiality of secret and confidential information entrusted to them by IAL or others with whom IAL has a business relationship, except when disclosure is authorized by IAL’s legal counsel or required by law.  Confidential information includes non-public information that might be of use to competitors or harmful to IAL or others with whom IAL has a business relationship.  It also includes confidential information that has been entrusted to IAL.  The obligation to preserve confidential information continues even after employment ends.

PROTECTION AND PROPER USE OF IAL’S ASSETS

All employees should protect IAL’s assets and ensure the proper and efficient use thereof.  Theft, carelessness and waste have a direct impact on IAL’s profitability.  Any incident of fraud, theft or carelessness should be reported to an employee’s supervisor or the CGR.  IAL’s assets should not be used for or in connection with non-IAL business.

The obligation of employees to protect IAL’s assets includes IAL’s proprietary information such as trade secrets, patents, trademarks and copyrights, as well as business and marketing plans, engineering and manufacturing ideas, designs and records, salary information and any non-public financial data.  Unauthorized use or distribution of such information violates IAL’s policy and could be illegal and result in civil penalties.

PAYMENTS TO GOVERNMENT PERSONNEL

The Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business.  It is strictly prohibited to make payments to government officials of any country.  In addition, the U.S. government has a number of laws and regulations regarding business gratuities, which may be accepted by U.S. government personnel.  The promise, offer or delivery to an employee of the U.S. government of a gift, favor or other gratuity in violation of these rules will not only violate IAL’s policy but could also be a criminal offense.  State and local governments, as well as foreign governments, often have similar rules.

WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

Any waiver of this Code may be made only by the Nominating and Governance Committee or the full Board of Directors of IAL and will be promptly disclosed as required by law or stock exchange regulation.

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical conduct and, when in doubt, about the best course of action to take in a particular situation.  IAL does not allow retaliation for reporting misconduct when done in good faith.  All employees are expected to cooperate in internal investigations of misconduct.

COMPLIANCE PROCEDURES

It is essential to ensure prompt and consistent action against violations of this Code.  In some situations, it will be difficult to know if a violation has occurred.  Since no one can anticipate every situation that may arise, it is important that there be a way to approach a new question or problem.  These are the steps to keep in mind:

·Make sure you have all the facts.  In order to make correct decisions, be as fully informed as possible.

3

·Ask yourself:  What specifically am I being asked to do?  Does it seem unethical or improper?  This will enable you to focus on the specific question you are faced with and the alternatives you have.  Use your judgment and common sense.

·Discuss the matter with your supervisor or the CGR.  This is basic guidance applicable to all situations.  In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process.  It is your supervisor’s responsibility to help solve problems.

·You may report ethical violations without fear of retaliation.  If the circumstances require that your identity be kept secret, your anonymity will be protected.  IAL does not permit retaliation of any kind against employees for good-faith reports of ethical violations.

·Always ask first, act later:  If you are unsure of what to do in any situation, seek guidance before you act.

4

EX-14.2

Exhibit 14.2

INTERNATIONAL ALUMINUM CORPORATION

CODE OF ETHICS FOR SENIOR EXECUTIVES

AND

SENIOR FINANCIAL OFFICERS

August 19, 2004

This International Aluminum Corporation (“IAL”) Code of Ethics supplements the IAL Code of Business Conduct and Ethics to comply with the requirements of Section 4.06 of the Sarbanes-Oxley Act of 2002.

This Code of Ethics applies to IAL’s Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Controller (and others who may perform similar functions at IAL in the future).  It also applies to the Group Executive Vice President and the Controller, if any, of each of IAL’s operating groups.  IAL expects its employees to act in accordance with the highest standards of professional integrity in all of their business activities, to comply with all applicable laws, rules and regulations, to abide by the IAL Code of Business Conduct and Ethics and any other policies and procedures adopted by IAL relating to the conduct of its employees.  Those executives who are covered by this Code of Conduct are expected to set an example for the rest of IAL’s employees and are required to comply with this Code of Ethics to foster a culture of integrity and honesty in all of IAL’s dealings.

Accordingly, each executive covered by this Code of Ethics shall:

·Comply with governmental laws, rules and regulations, as well as the rules and regulations of the New York Stock Exchange (“NYSE”) and any other self-regulatory organizations of which IAL is a member or to which IAL is subject;

·Engage in and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·Avoid conflicts of interest and disclose to the Chair of IAL’s Nominating and Governance Committee any transaction or relationship that might give rise to such a conflict;

·Protect and preserve the confidentiality of non-public information about IAL and others with whom IAL has a business relationship and make no disclosure of such information unless and then only to the extent required by applicable law, regulation or legal or regulatory process;

·Require and expect full, fair, accurate, timely and understandable disclosure in all material respects in reports and documents that IAL files with or submits to the NYSE, the Securities and Exchange Commission or other regulators and in public communications by IAL.

·With respect to accounting books, records and reports, ensure that:

a.)All such accounting records and the reports produced therefrom be maintained and produced in accordance with all applicable laws;

b.)All accounting records fairly and accurately reflect the transactions or occurrences to which they relate and contain no materially false or intentionally misleading entries;

1

c.)All accounting records fairly and accurately reflect, in accordance with generally accepted accounting principles, IAL’s assets, liabilities, revenues and expenses;

d.)All transactions are supported by accurate documentation in reasonable detail and in all material respects are recorded in the proper account and in the proper accounting period;

e.)No information is concealed from IAL’s internal auditors or independent auditors;

f.)Compliance with IAL’s system of internal controls is required.

f.)Report any violation of this Code of Ethics to the Chair of IAL’s Nominating and Governance Committee.

Each executive covered by this Code of Ethics will be held accountable for adherence to this Code of Ethics.  Failure to observe the terms of this Code of Ethics may result in disciplinary action, including possible termination of employment.  Violations of this Code of Ethics may also constitute violations of law and result in civil and criminal penalties.  Any waiver of this Code of Ethics may be made only by the Board of Director of IAL, and any such waiver will be promptly disclosed to IAL’s shareholders and otherwise as required by law or stock exchange regulation(s).

If any executive covered by this Code of Ethics has any questions regarding the course of action to take in any particular situation, he or she should consult the Chair of IAL’s Nominating and Governance Committee.  As provided in IAL’s Code of Business Conduct and Ethics, IAL does not permit retaliation against any employee who in good faith seeks advice, raises a question or reports misconduct relating to IAL’s Code of Business Conduct and Ethics or this Code of Ethics.

2

EX-21.1

Exhibit 21.1

INTERNATIONAL ALUMINUM CORPORATION

SUBSIDIARIES

The following is a list of the significant subsidiaries of the Registrant and the jurisdiction under which each is organized.  The Company owns 100 percent of the voting securities of each such subsidiary.

	Jurisdiction
	Of
Name Of Subsidiary	Organization
International Window Corporation	California
General Window Corporation*	California
International Window-Arizona, Inc.	California
United States Aluminum Corporation	California
United States Aluminum Corporation-Illinois	California
United States Aluminum Corporation-Texas	Texas
United States Aluminum Corporation-Carolina	California
United States Aluminum Of Canada-British Columbia Ltd.	Canada
United States Aluminum Of Canada-Ontario Ltd.	Canada
Raco Interior Products, Inc.	Texas
International Extrusion Corporation	California
International Extrusion Corporation-Texas	California

* dba International Window-Northern California

1

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-57109) of International Aluminum Corporation of our report dated September 8, 2006 relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Shareholders, which is incorporated by reference in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated September 8, 2006 relating to the financial statement schedule, which appears in this Form 10-K.

PricewaterhouseCoopers LLP

Los Angeles, California

September 12, 2006

1

EX-31.1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald L. Rudy, certify that:

1.I have reviewed this Annual Report on Form 10-K of International Aluminum Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s

1

board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 8, 2006	RONALD L. RUDY
	Ronald L. Rudy
	President and
	Chief Executive Officer

2

EX-31.2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT
TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mitchell K. Fogelman, certify that:

1.I have reviewed this Annual Report on Form 10-K of International Aluminum Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s

1

board of directors (or persons performing the equivalent functions):

a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 8, 2006	MITCHELL K. FOGELMAN
	Mitchell K. Fogelman
	Senior Vice President – Finance
	and Chief Financial Officer

2

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of International Aluminum Corporation (the “Company”) on Form 10-K for the period ended June 30, 2006, as filed with the Securities and Exchange Commission (the “Report”), I, Ronald L. Rudy, the President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 8, 2006	RONALD L. RUDY
	Ronald L. Rudy
	President and
	Chief Executive Officer

1

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of International Aluminum Corporation (the “Company”) on Form 10-K for the period ended June 30, 2006, as filed with the Securities and Exchange Commission (the “Report”), I, Mitchell K. Fogelman, the Senior Vice President-Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 8, 2006	MITCHELL K. FOGELMAN
	Mitchell K. Fogelman
	Senior Vice President – Finance
	and Chief Financial Officer

1