Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Agreement dated November 18, 2009, between Registrant and Joseph S. Giordano III, Registrant's Chief Financial Officer and Treasurer, provides for payment in the event of termination without cause (as defined) in an amount equal to the greater of the annual salary paid to the Executive as of January 1, 2009 or the effective date of the termination of employment, as well as all benefits and perquisites provided to the Executive as of the first day of the year in which the Termination Date occurs, excluding stock options. Payment of salary and provision for benefits shall be for a period of twelve (12) months commencing with the first day of the month following the month in which the Termination Date occurs.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

10(iii)(A). Severance Agreement between Registrant and Joseph S. Giordano III, dated November 18, 2009.

Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DREW INDUSTRIES INCORPORATED (Registrant)

By: /s/ Fredric M. Zinn
Fredric M. Zinn
President & Chief Executive Officer

Dated: November 19, 2009

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