| Delaware                                                      |   | 13-3588231                           |
|---------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction ofincorporation or organization) |   | (I.R.S. employer identification no.) |

| Title of Each Class                      |   | Name of Each Exchange on Which Registered |
|------------------------------------------|--------|-------------------------------------------|
| Common Stock, par value $.0001 per share |   | The NASDAQ Stock Market LLC               |
| Preferred Stock Purchase Rights          |   | The NASDAQ Stock Market LLC               |

----

| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | 1                                                                                                             |
|---------------------------------------------------|--------------------------------------------------------------------------------------------------------------------|
|                                              |                                                                                                               |   |
| PART I                                            |
|                                              |                                                                                                               |   |
| ITEM 1                                            | BUSINESS                                                                                                           | 1 |
| ITEM 1A                                           | RISK FACTORS                                                                                                       | 10 |
| ITEM 1B                                           | UNRESOLVED STAFF COMMENTS                                                                                          | 15 |
| ITEM 2                                            | PROPERTIES                                                                                                         | 15 |
| ITEM 3                                            | LEGAL PROCEEDINGS                                                                                                  | 16 |
| ITEM 4                                            | [REMOVED AND RESERVED]                                                                                             | 17 |
|                                              |                                                                                                               |   |
| PART II                                           |
|                                              |                                                                                                               |   |
| ITEM 5                                            | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 17 |
| ITEM 6                                            | SELECTED FINANCIAL DATA                                                                                            | 19 |
| ITEM 7                                            | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                        | 20 |
| ITEM 7A                                           | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .                                                       | 29 |
| ITEM 8                                            | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                        | 30 |
| ITEM 9                                            | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                               | 30 |
| ITEM 9A                                           | CONTROLS AND PROCEDURES                                                                                            | 30 |
| ITEM 9B                                           | OTHER INFORMATION                                                                                                  | 32 |
|                                              |                                                                                                               |   |
| PART III                                          |
|                                              |                                                                                                               |   |
| ITEM 10                                           | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 32 |
| ITEM 11                                           | EXECUTIVE COMPENSATION                                                                                             | 32 |
| ITEM 12                                           | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                     | 32 |
| ITEM 13                                           | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                                          | 33 |
| ITEM 14                                           | PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                             | 33 |
|                                              |                                                                                                               |   |
| PART IV                                           |
|                                              |                                                                                                               |   |
| ITEM 15                                           | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                                         | 33 |

----

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

PART I

| ITEM 1 | BUSINESS |
|--------|----------|

----

----

----

----

----

----

----

|   | · | Steve Madden®                                   |
|--------|--------|------------------------------------------------------|
|   |   |                                                 |
|   | · | Madden Girl®                                    |
|   |   |                                                 |
|   | · | Steven®                                         |
|   |   |                                                 |
|   | · | Steven by Steve Madden®                         |
|   |   |                                                 |
|   | · | Stevies®                                        |
|   |   |                                                 |
|   | · | Big Buddha®                                     |
|   |   |                                                 |
|   | · | Betsey Johnson®                                 |
|   |   |                                                 |
|   | · | Betseyville®                                    |
|   |   |                                                 |
|   | · | PEACE LOVE SHOES® (logo and various trademarks) |

----

----

| ITEM 1A | RISK FACTORS |
|---------|--------------|

----

----

|   | · | locate and obtain favorable store sites;                                    |
|--------|--------|-----------------------------------------------------------------------------|
|   |   |                                                                        |
|   | · | negotiate favorable lease terms;                                            |
|   |   |                                                                        |
|   | · | hire, train and retain competent store personnel;                           |
|   |   |                                                                        |
|   | · | anticipate the preferences of our retail customers in new geographic areas; |
|   |   |                                                                        |
|   | · | successfully integrate new stores into our existing operations.             |

----

|   | · | the timing of holidays;                                                                     |
|--------|--------|---------------------------------------------------------------------------------------------|
|   |   |                                                                                        |
|   | · | weather conditions;                                                                         |
|   |   |                                                                                        |
|   | · | the timing of larger shipments of footwear;                                                 |
|   |   |                                                                                        |
|   | · | market acceptance of our products;                                                          |
|   |   |                                                                                        |
|   | · | the mix, pricing and presentation of the products offered and sold;                         |
|   |   |                                                                                        |
|   | · | the hiring and training of additional personnel;                                            |
|   |   |                                                                                        |
|   | · | inventory write downs for obsolescence, the cost of materials;                              |
|   |   |                                                                                        |
|   | · | the cost of materials;                                                                      |
|   |   |                                                                                        |
|   | · | the product mix between wholesale, retail and licensing businesses;                         |
|   |   |                                                                                        |
|   | · | the incurrence of other operating costs and                                                 |
|   |   |                                                                                        |
|   | · | factors beyond our control, such as general economic conditions and actions of competitors. |

----

----

| ITEM 1B | UNRESOLVED STAFF COMMENTS |
|---------|---------------------------|

| ITEM 2 | PROPERTIES |
|--------|------------|

----

| Years Initial Lease Terms Expire |   | Number of Stores |
|----------------------------------|--------|------------------|
|                             |   |             |   |   |
| 2011                             |   |             | 13 |   |
| 2012                             |   |             | 10 |   |
| 2013                             |   |             | 14 |   |
| 2014                             |   |             | 5 |   |
| 2015                             |   |             | 4 |   |
| 2016                             |   |             | 5 |   |
| 2017                             |   |             | 13 |   |
| 2018                             |   |             | 10 |   |
| 2019                             |   |             | 7 |   |
| 2020                             |   |             | 3 |   |
| 2021                             |   |             | 2 |   |
| 2022                             |   |             | 2 |   |

| ITEM 3 | LEGAL PROCEEDINGS |
|--------|-------------------|

----

| ITEM 4 | [REMOVED AND RESERVED] |
|--------|------------------------|

PART II

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

|                                        |   | High   |   |   | Low    |   |   |   | High                                        |   |   | Low    |   |
|---------------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|---------------------------------------------|--------|--------|--------|--------|
| 2010                                        |   |   |   |   |   |   | 2009   |   |                                        |   |   |   |   |
| Quarter ended  March 31, 2010     |   | $      | 32.69  |   |   | $      | 25.83  |   | Quarter ended  March 31, 2009     |   | $      | 15.20  |   |   | $ | 9.05 |   |
| Quarter ended  June 30, 2010      |   | $      | 40.08  |   |   | $      | 31.09  |   | Quarter ended  June 30, 2009      |   | $      | 20.10  |   |   | $ | 12.69 |   |
| Quarter ended  September 30, 2010 |   | $      | 42.00  |   |   | $      | 30.52  |   | Quarter ended  September 30, 2009 |   | $      | 24.83  |   |   | $ | 15.91 |   |
| Quarter ended  December 31, 2010       |   | $      | 47.36  |   |   | $      | 40.50  |   | Quarter ended  December 31, 2009  |   | $      | 28.61  |   |   | $ | 23.79 |   |

----

|                       |   | 12/31/2005 |   |   | 12/31/2006 |   |   | 12/31/2007 |   |   | 12/31/2008 |   |   | 12/31/2009 |   |   | 12/31/2010 |   |
|----------------------------|--------|------------|--------|--------|------------|--------|--------|------------|--------|--------|------------|--------|--------|------------|--------|--------|------------|--------|
| Steven Madden, Ltd.        |   | $          | 100.00 |   |       | $      | 184.95 |       |   | $      | 105.41     |   |   | $          | 112.36 |   |       | $      | 217.34 |   |   | $ | 329.80 |   |
| Russell 2000 Index         |   | $          | 100.00 |   |       | $      | 118.35 |       |   | $      | 116.52     |   |   | $          | 77.14  |   |       | $      | 98.11 |   |   | $ | 124.45 |   |
| S&P 500 Footwear Index |   | $          | 100.00 |   |       | $      | 117.36 |       |   | $      | 154.33     |   |   | $          | 124.44 |   |       | $      | 164.16 |   |   | $ | 215.45 |   |

----

| ITEM 6 | SELECTED FINANCIAL DATA |
|--------|-------------------------|

|                                                               |   | INCOME STATEMENT DATAYear Ended December 31,(in thousands, except per share data) |     |
|--------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------|----------|
|                                                               |   |  2010                                                                        |     |   |  2009 |   |   |  2008 |   |   |  2007 |   |   |  2006 |   |
|                                                               |   |                                                                              |     |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net sales                                                          |   | $                                                                                 | 635,418  |   |   | $ | 503,550 |   |   | $ | 457,046 |   |   | $ | 431,050 |   |   | $ | 475,163 |   |
| Cost of sales                                                      |   |                                                                              | 359,564  |   |   |   | 287,361 |   |   |   | 270,222 |   |   |   | 257,646 |   |   |   | 276,734 |   |
| Gross profit                                                       |   |                                                                              | 275,854  |   |   |   | 216,189 |   |   |   | 186,824 |   |   |   | 173,404 |   |   |   | 198,429 |   |
| Commissions and licensing fee income - net                    |   |                                                                              | 22,629   |   |   |   | 19,928 |   |   |   | 14,294 |   |   |   | 18,351 |   |   |   | 14,246 |   |
| Operating expenses                                                 |   |                                                                              | (176,859 | ) |   |   | (157,149 | ) |   |   | (156,212 | ) |   |   | (138,841 | ) |   |   | (134,377 | ) |
| Income from operations                                             |   |                                                                              | 121,624  |   |   |   | 78,968 |   |   |   | 44,906 |   |   |   | 52,914 |   |   |   | 78,298 |   |
| Interest income                                                    |   |                                                                              | 4,208    |   |   |   | 2,096 |   |   |   | 2,620 |   |   |   | 3,876 |   |   |   | 3,703 |   |
| Interest expense                                                   |   |                                                                              | (4       | ) |   |   | (93 | ) |   |   | (207 | ) |   |   | (65 | ) |   |   | (100 | ) |
| Gain (loss) on sale of marketable securities                       |   |                                                                              | 29       |   |   |   | (182 | ) |   |   | (1,013 | ) |   |   | (589 | ) |   |   | (967 | ) |
| Income before provision for income taxes                           |   |                                                                              | 125,857  |   |   |   | 80,789 |   |   |   | 46,306 |   |   |   | 56,136 |   |   |   | 80,934 |   |
| Provision for income taxes                                         |   |                                                                              | 50,132   |   |   |   | 30,682 |   |   |   | 18,330 |   |   |   | 20,446 |   |   |   | 34,684 |   |
| Net Income                                                         |   | $                                                                                 | 75,725   |   |   | $ | 50,107 |   |   | $ | 27,976 |   |   | $ | 35,690 |   |   | $ | 46,250 |   |
| Basic income per share                                             |   | $                                                                                 | 2.74     |   |   | $ | 1.85 |   |   | $ | 1.02 |   |   | $ | 1.15 |   |   | $ | 1.47 |   |
| Diluted income per share                                           |   | $                                                                                 | 2.68     |   |   | $ | 1.82 |   |   | $ | 1.01 |   |   | $ | 1.12 |   |   | $ | 1.39 |   |
| Basic weighted average shares of common stock                      |   |                                                                              | 27,651   |   |   |   | 27,068 |   |   |   | 27,488 |   |   |   | 30,971 |   |   |   | 31,359 |   |
| Effect of dilutive securities – options and restricted stock |   |                                                                              | 644      |   |   |   | 417 |   |   |   | 291 |   |   |   | 967 |   |   |   | 1,793 |   |
| Diluted weighted average shares of common stock outstanding        |   |                                                                              | 28,295   |   |   |   | 27,485 |   |   |   | 27,779 |   |   |   | 31,938 |   |   |   | 33,152 |   |
| Dividends paid per share of common stock                           |   | $                                                                                 | 0.00     |   |   | $ | 0.00 |   |   | $ | 0.00 |   |   | $ | 0.00 |   |   | $ | 1.00 |   |

|                       |   | BALANCE SHEET DATAAt December 31, |    |
|----------------------------|--------|-----------------------------------|---------|
|                       |   | 2010                              |    |   | 2009 |   |   | 2008 |   |   | 2007 |   |   | 2006 |   |
|                       |   |                              |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total assets               |   | $                                 | 447,696 |   |   | $ | 326,859 |   |   | $ | 284,693 |   |   | $ | 266,521 |   |   | $ | 251,392 |   |
| Working capital            |   |                              | 138,636 |   |   |   | 139,007 |   |   |   | 122,086 |   |   |   | 121,138 |   |   |   | 151,711 |   |
| Noncurrent liabilities     |   |                              | 18,967  |   |   |   | 6,710 |   |   |   | 5,801 |   |   |   | 3,470 |   |   |   | 3,136 |   |
| Stockholders’ equity |   | $                                 | 357,298 |   |   | $ | 267,787 |   |   | $ | 206,242 |   |   | $ | 215,334 |   |   | $ | 211,924 |   |

----

| ITEM 7 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|--------|---------------------------------------------------------------------------------------------|
|   | ($ in thousands, except retail sales data per square foot and earnings per share data)      |

----

----

|                                                |   | Years EndedDecember 31($ in thousands) |    |
|-----------------------------------------------------|--------|----------------------------------------|---------|
|                                                |   | 2010                                   |    |   | 2009 |   |   | 2008 |   |
| CONSOLIDATED:                                       |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net sales                                           |   | $                                      | 635,418 |   |   | 100 | % |   | $ | 503,550 |   |   | 100 | % |   | $ | 457,046 |   |   | 100 | % |
| Cost of sales                                       |   |                                   | 359,564 |   |   | 57 |   |   |   | 287,361 |   |   | 57 |   |   |   | 270,222 |   |   | 59 |   |
| Gross profit                                        |   |                                   | 275,854 |   |   | 43 |   |   |   | 216,189 |   |   | 43 |   |   |   | 186,824 |   |   | 41 |   |
| Commission and licensing fee income - net           |   |                                   | 22,629  |   |   | 4 |   |   |   | 19,928 |   |   | 4 |   |   |   | 14,294 |   |   | 3 |   |
| Operating expenses                                  |   |                                   | 176,859 |   |   | 28 |   |   |   | 157,149 |   |   | 31 |   |   |   | 156,212 |   |   | 34 |   |
| Income from operations                              |   |                                   | 121,624 |   |   | 19 |   |   |   | 78,968 |   |   | 16 |   |   |   | 44,906 |   |   | 10 |   |
| Interest and other income – net               |   |                                   | 4,233   |   |   | 1 |   |   |   | 1,821 |   |   | — |   |   |   | 1,400 |   |   | — |   |
| Income before income taxes                          |   |                                   | 125,857 |   |   | 20 |   |   |   | 80,789 |   |   | 16 |   |   |   | 46,306 |   |   | 10 |   |
| Net income                                          |   |                                   | 75,725  |   |   | 12 |   |   |   | 50,107 |   |   | 10 |   |   |   | 27,976 |   |   | 6 |   |
|                                                |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| By Segment:                                         |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| WHOLESALE FOOTWEAR SEGMENT:                         |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net sales                                           |   | $                                      | 402,567 |   |   | 100 | % |   | $ | 309,439 |   |   | 100 | % |   | $ | 264,479 |   |   | 100 | % |
| Cost of sales                                       |   |                                   | 245,964 |   |   | 61 |   |   |   | 186,267 |   |   | 60 |   |   |   | 171,576 |   |   | 65 |   |
| Gross profit                                        |   |                                   | 156,603 |   |   | 39 |   |   |   | 123,172 |   |   | 40 |   |   |   | 92,903 |   |   | 35 |   |
| Operating expenses                                  |   |                                   | 81,060  |   |   | 20 |   |   |   | 71,812 |   |   | 23 |   |   |   | 67,204 |   |   | 25 |   |
| Income from operations                              |   |                                   | 75,543  |   |   | 19 |   |   |   | 51,360 |   |   | 17 |   |   |   | 25,699 |   |   | 10 |   |
|                                                |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| WHOLESALE ACCESSORIES SEGMENT:                      |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net sales                                           |   | $                                      | 98,548  |   |   | 100 | % |   | $ | 70,406 |   |   | 100 | % |   | $ | 66,928 |   |   | 100 | % |
| Cost of sales                                       |   |                                   | 60,622  |   |   | 62 |   |   |   | 46,665 |   |   | 66 |   |   |   | 43,450 |   |   | 65 |   |
| Gross profit                                        |   |                                   | 37,926  |   |   | 38 |   |   |   | 23,741 |   |   | 34 |   |   |   | 23,478 |   |   | 35 |   |
| Operating expenses                                  |   |                                   | 23,603  |   |   | 24 |   |   |   | 14,542 |   |   | 21 |   |   |   | 14,389 |   |   | 21 |   |
| Income from operations                              |   |                                   | 14,323  |   |   | 15 |   |   |   | 9,199 |   |   | 13 |   |   |   | 9,089 |   |   | 14 |   |
|                                                |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| RETAIL SEGMENT:                                     |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net sales                                           |   | $                                      | 134,303 |   |   | 100 | % |   | $ | 123,705 |   |   | 100 | % |   | $ | 125,639 |   |   | 100 | % |
| Cost of sales                                       |   |                                   | 52,978  |   |   | 39 |   |   |   | 54,429 |   |   | 44 |   |   |   | 55,196 |   |   | 44 |   |
| Gross profit                                        |   |                                   | 81,325  |   |   | 61 |   |   |   | 69,276 |   |   | 56 |   |   |   | 70,443 |   |   | 56 |   |
| Operating expenses                                  |   |                                   | 72,196  |   |   | 54 |   |   |   | 70,795 |   |   | 57 |   |   |   | 74,619 |   |   | 59 |   |
| Income (loss) from operations                       |   |                                   | 9,129   |   |   | 7 |   |   |   | (1,519 | ) |   | (1 | ) |   |   | (4,176 | ) |   | (3 | ) |
| Number of stores                                    |   |                                   | 84      |   |   |   |   |   |   | 89 |   |   |   |   |   |   | 97 |   |   |   |   |
|                                                |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| FIRST COST SEGMENT:                                 |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other commission income - net of expenses           |   | $                                      | 17,258  |   |   | 100 | % |   | $ | 16,803 |   |   | 100 | % |   | $ | 11,567 |   |   | 100 | % |
|                                                |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| LICENSING SEGMENT:                                  |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                |   |                                   |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Licensing  income – net of expenses |   | $                                      | 5,371   |   |   | 100 | % |   | $ | 3,125 |   |   | 100 | % |   | $ | 2,727 |   |   | 100 | % |

----

----

----

----

----

|                                                          |   | Payment due by period |    |
|---------------------------------------------------------------|--------|-----------------------|---------|
|                                                          |   |                  |    |
| Contractual Obligations                                       |   | Total                 |    |   | 2011 |   |   |   | 2012-2013 |   |   |   | 2014-2015 |   |   | 2016 and after |   |
| Operating lease obligations                                   |   | $                     | 115,887 |   |   | $ | 17,679 |   |   | $ | 32,719 |   |   | $ | 27,813 |   |   | $ | 37,676 |   |
|                                                          |   |                  |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Purchase obligations                                          |   |                  | 83,807  |   |   |   | 83,807 |   |   |   | — |   |   |   | — |   |   |   | — |   |
|                                                          |   |                  |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Contingent payment liability                                  |   |                  | 12,372  |   |   |   | 2,372 |   |   |   | 10,000 |   |   |   | — |   |   |   | — |   |
|                                                          |   |                  |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other long-term liabilities (future minimum royalty payments) |   |                  | 2,334   |   |   |   | 2,081 |   |   |   | 253 |   |   |   | — |   |   |   | — |   |
|                                                          |   |                  |    |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total                                                         |   | $                     | 214,400 |   |   | $ | 105,939 |   |   | $ | 42,972 |   |   | $ | 27,813 |   |   | $ | 37,676 |   |

----

----

| ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
|---------|------------------------------------------------------------|
|    | ($ in thousands)                                           |

----

| ITEM 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
|--------|---------------------------------------------|

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

| ITEM 9A | CONTROLS AND PROCEDURES |
|---------|-------------------------|

----

----

| /S/ EisnerAmper LLP |   |
|---------------------|--------|
| New York, New York  |   |
| February 28, 2011   |   |

| ITEM 9B | OTHER INFORMATION |
|---------|-------------------|

PART III

| ITEM 10 | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
|---------|--------------------------------------------------------|

| ITEM 11 | EXECUTIVE COMPENSATION |
|---------|------------------------|

| ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
|---------|-----------------------------------------------------------------------------------------------------|

----

| ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
|---------|---------------------------------------------------------------------------|

| ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
|---------|----------------------------------------|

PART IV

| ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
|---------|--------------------------------------------|

|   | Report of Independent Registered Public Accounting Firm                                                  | F-1    |
|--------|----------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                                     |   |
|   | Balance sheets as of December 31, 2010 and 2009                                                          | F-2    |
|   |                                                                                                     |   |
|   | Statements of income for the years ended December 31, 2010, 2009 and 2008                                | F-3    |
|   |                                                                                                     |   |
|   | Statements of changes in stockholders’ equity for the years ended December 31, 2010, 2009 and 2008 | F-4    |
|   |                                                                                                     |   |
|   | Statements of cash flows for the years ended December 31, 2010, 2009 and 2008                            | F-6    |
|   |                                                                                                     |   |
|   | Notes to financial statements                                                                            | F-7    |

| 2.01   |   | Stock Purchase Agreement dated February 10, 2010 between the Company and Jeremy Bassan (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010 filed with the Securities and Exchange Commission on November 9, 2010)                                                                                                                                                                                          |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2.02   |   | Restructuring Agreement dated October 5, 2010 among the Company, BJ Acquisition LLC, BJ Agent LLC, Betsey Johnson LLC, Betsey Johnson (UK) Limited, Betsey Johnson Canada Ltd., BJ Vines, Inc., Betsey Johnson, Chantal Bacon, Castanea Family Investments, LLC, Castanea Family Holdings, LLC and Castanea Partners Fund III, L.P. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2010) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.01   |   | Certificate of Incorporation of Steven Madden, Ltd. (incorporated by reference to Exhibit 1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 23, 1998)                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.02   |   | Amended & Restated By-Laws of Steven Madden, Ltd. (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2008)                                                                                                                                                                                                                                                                               |

----

| 4.01   |   | Specimen Certificate for shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form SB-2/A filed with the Securities and Exchange Commission on September 29, 1993)                                                                                                                                                                                                       |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.02   |   | Rights Agreement dated November 14, 2001 between the Company and American Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2001)                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.01  |   | Second Amended and Restated Secured Promissory Note dated April 6, 2009 of Steven Madden to the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 10, 2009)                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.02  |   | Consulting Agreement effective August 1, 2004 among the Company, John Madden and J.L.M. Consultants Inc., as amended by Amendment No. 1 dated March 10, 2005 and Amendment No. 2 dated April 14, 2005 (incorporated by reference to Exhibits 10.9, 10.10 and 10.11 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2005 filed with the Securities and Exchange Commission on March 14, 2006) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.03  |   | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010 filed with the Securities and Exchange Commission on November 9, 2010)                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.04  |   | Amendment to Collection Agency Agreement dated February 16, 2010 between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on March 12, 2010)                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.05  |   | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Daniel Friedman & Associates, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.06  |   | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Diva Acquisition Corp. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.07  |   | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Steven Madden Retail, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.08  |   | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Stevies, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.09  |   | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and SML Acquisition Corp. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.10  |   | Letter Agreement dated July 10, 2009 among Rosenthal & Rosenthal, Inc., the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.11  |   | Guarantee dated July 10, 2009 of the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. in favor of Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.12  |   | Earn-Out Agreement dated February 10, 2010 among the Company, Jeremy Bassan and Big Buddha, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2010)                                                                                                                                                                 |

----

| 10.13  |   | Purchase and Sale Agreement for Distressed Trades dated August 26, 2010 between BJ Acquisition LLC and Paradox Lending LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010 filed with the Securities and Exchange Commission on November 9, 2010) |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.14  |   | Third Amended Employment Agreement dated July 15, 2005 between the Company and Steven Madden (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2005)                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.15  |   | Amendment dated December 14, 2009 to Third Amended Employment Agreement between the Company and Steven Madden (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2009)                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.16  |   | Employment Agreement dated January 1, 1998 between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.07 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2000 filed with the Securities and Exchange Commission on March 30, 2001)#                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.17  |   | Amendment No. 1 dated June 29, 2001 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 99.4 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2001 filed August 14, 2001)#                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.18  |   | Amendment No. 2 dated October 30, 2002 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2002 filed with the Securities and Exchange Commission on November 14, 2002)#                    |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.19  |   | Amendment No. 3 dated February 1, 2006 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2006)#                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.20  |   | Amendment No. 4 dated October 7, 2009 to Employment Agreement of Arvind Dharia between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2009)#                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.21  |   | Employment Agreement dated June 15, 2005 between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2005)#                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.22  |   | Amendment No. 1 dated November 6, 2007 to Employment Agreement between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2007)#                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.23  |   | Amendment No. 2 dated October 14, 2008 and effective October 1, 2008 to Employment Agreement between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2008)#                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.24  |   | Employment Agreement dated December 1, 2010 between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2010)#                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.25  |   | Amendment dated February 25, 2011 to Employment Agreement date December 1, 2010 between the Company and Awadhesh Sinha†#                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.26  |   | Employment Agreement dated October 7, 2009 between the Company and Robert Schmertz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2009)#                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                              |
| 10.27  |   | Employment Agreement effective as of April 29, 2008 between the Company and Amelia Newton Varela (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2010 filed with the Securities and Exchange Commission on May 7, 2010)#                                   |

----

| 10.28  |   | Employment Agreement dated January 31, 2011 between the Company and Amelia Newton Varela (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2011)#                                                                                                                                                                                                                                                     |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.29  |   | Employment Agreement dated November 6, 2009 between the Company and Edward R. Rosenfeld (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2009)#                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.30  |   | Amendment No. 1 dated March 8, 2010 to Employment Agreement between the Company and Edward R. Rosenfeld (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on March 12, 2010)#                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.31  |   | The 1999 Stock Plan, approved and adopted on March 15, 1999, amended as of March 20, 2000 and March 30, 2001 (incorporated by reference to Exhibit 10.A to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 26, 2004)#                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.32  |   | 2006 Stock Incentive Plan (Amended and Restated Effective May 22, 2009), approved and adopted on May 22, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2009)#                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.33  |   | Form of Non-Qualified Stock Option Agreement (Chief Executive Officer) under the Company’s 2006 Stock Incentive Plan, as amended, as adopted October 30, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.34  |   | Form of Non-Qualified Stock Option Agreement (Employee without Employment Agreement) under the Company’s 2006 Stock Incentive Plan, as adopted October 30, 2007 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.35  |   | Form of Non-Qualified Stock Option Agreement (Employee with Employment Agreement) under the Company’s 2006 Stock Incentive Plan, as adopted October 30, 2007 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.36  |   | Form of Restricted Stock Agreement (Chief Executive Officer) under the Company’s 2006 Stock Incentive Plan, as adopted October 30, 2007 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.37  |   | Form of Restricted Stock Agreement (Employee without Employment Agreement) under the Company’s 2006 Stock Incentive Plan, as adopted October 30, 2007 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.38  |   | Form of Restricted Stock Agreement (Employee with Employment Agreement) under the Company’s 2006 Stock Incentive Plan, as adopted October 30, 2007 (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.39  |   | Form of Restricted Stock Agreement under the Company’s 2006 Stock Incentive Plan used for grants made to non- employee directors from March 2006 through May 2007, with a schedule setting forth the name of each of the recipients, the date of the grant and the number of shares (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)# |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.40  |   | Restricted Stock Agreement dated June 9, 2006 between Steven Madden and the Company (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#                                                                                                                                                                                                      |

----

| 10.41  |   | Restricted Stock Agreement dated March 6, 2007 between Arvind Dharia and the Company (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#   |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                            |
| 10.42  |   | Restricted Stock Agreement dated March 9, 2007 between Robert Schmertz and the Company (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)# |
|   |   |                                                                                                                                                                                                                                                                                                            |
| 21.01  |   | Subsidiaries of the Registrant†                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                            |
| 23.01  |   | Consent of EisnerAmper LLP†                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                            |
| 24.01  |   | Power of Attorney (included on signature page hereto)                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                            |
| 31.01  |   | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                            |
| 31.02  |   | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                            |
| 32.01  |   | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                            |
| 32.02  |   | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†                                                                                                                                                            |

| † | Filed herewith. |
|---------|-----------------|

| # | Indicates management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(b) of this Annual Report on Form 10-K. |
|---|--------------------------------------------------------------------------------------------------------------------------------------------------------|

----

| Dated:           New York, New York                                                            |                |                                                 |
|--------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|------------------------------------------------------|
|                       February 28, 2011 |                |                                                 |
|                                                                                                                                             | STEVEN MADDEN, LTD. |
|                                                                                                                                             |                |                                                 |
|                                                                                                                                             | By:                 | /s/ EDWARD R. ROSENFELD                              |
|                                                                                                                                             |                | Edward R. Rosenfeld                                  |
|                                                                                                                                             |                | Chairman and Chief Executive Officer                 |
|                                                                                                                                             |                |                                                 |
|                                                                                                                                             | By:                 | /s/ ARVIND DHARIA                                    |
|                                                                                                                                             |                | Arvind Dharia                                        |
|                                                                                                                                             |                | Chief Financial Officer and Chief Accounting Officer |

----

| Signature               |   | Title                                                |   | Date              |
|-------------------------|--------|------------------------------------------------------|--------|-------------------|
|                    |   |                                                 |   |              |
| /s/ EDWARD R. ROSENFELD |   | Chairman, Chief Executive Officer and Director       |   | February 28, 2011 |
| Edward R. Rosenfeld     |   |                                                 |   |              |
|                    |   |                                                 |   |              |
| /s/ ARVIND DHARIA       |   | Chief Financial Officer and Chief Accounting Officer |   | February 28, 2011 |
| Arvind Dharia           |   |                                                 |   |              |
|                    |   |                                                 |   |              |
| /s/ JOHN L. MADDEN      |   | Director                                             |   | February 28, 2011 |
| John L. Madden          |   |                                                 |   |              |
|                    |   |                                                 |   |              |
| /s/ PETER MIGLIORINI    |   | Director                                             |   | February 28, 2011 |
| Peter Migliorini        |   |                                                 |   |              |
|                    |   |                                                 |   |              |
| /s/ RICHARD P. RANDALL  |   | Director                                             |   | February 28, 2011 |
| Richard P. Randall      |   |                                                 |   |              |
|                    |   |                                                 |   |              |
| /s/ RAVI SACHDEV        |   | Director                                             |   | February 28, 2011 |
| Ravi Sachdev            |   |                                                 |   |              |
|                    |   |                                                 |   |              |
| /s/ THOMAS H. SCHWARTZ  |   |                                                 |   |              |
| Thomas H. Schwartz      |   | Director                                             |   | February 28, 2011 |

----

| Report of Independent Registered Public Accounting Firm                                                  |   | F-1    |
|----------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                     |   |   |
| Balance sheets as of December 31, 2010 and 2009                                                          |   | F-2    |
|                                                                                                     |   |   |
| Statements of income for the years ended December 31, 2010, 2009 and 2008                                |   | F-3    |
|                                                                                                     |   |   |
| Statements of changes in stockholders’ equity for the years ended December 31, 2010, 2009 and 2008 |   | F-4    |
|                                                                                                     |   |   |
| Statements of cash flows for the years ended December 31, 2010, 2009 and 2008                            |   | F-6    |
|                                                                                                     |   |   |
| Notes to financial statements                                                                            |   | F-7    |

----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

| /s/ EisnerAmper LLP |   |
|---------------------|--------|
| New York, New York  |   |
| February 28, 2011   |   |

----

Consolidated Balance Sheets

| (in thousands, except per share data)                                                                                                                                         |   | December 31, |     |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|----------|
|                                                                                                                                                                          |   | 2010         |     |   | 2009 |   |
| ASSETS                                                                                                                                                                        |   |         |     |   |   |   |
| Current assets:                                                                                                                                                               |   |         |     |   |   |   |
| Cash and cash equivalents                                                                                                                                                     |   | $            | 66,151   |   |   | $ | 69,266 |   |
| Accounts receivable – net of allowances of $2,458 and $1,195                                                                                                            |   |         | 18,742   |   |   |   | 11,071 |   |
| Due from factors – net of allowances of $12,800 and $12,487                                                                                                             |   |         | 52,206   |   |   |   | 47,534 |   |
| Inventories                                                                                                                                                                   |   |         | 39,557   |   |   |   | 30,453 |   |
| Marketable securities – available for sale                                                                                                                              |   |         | 13,289   |   |   |   | 17,971 |   |
| Prepaid expenses and other current assets                                                                                                                                     |   |         | 10,444   |   |   |   | 6,295 |   |
| Prepaid taxes                                                                                                                                                                 |   |         | 600      |   |   |   | — |   |
| Deferred taxes                                                                                                                                                                |   |         | 9,078    |   |   |   | 8,779 |   |
|  Total current assets                                                                                                                                                    |   |         | 210,067  |   |   |   | 191,369 |   |
|                                                                                                                                                                          |   |         |     |   |   |   |   |   |
| Notes receivable                                                                                                                                                              |   |         | 7,024    |   |   |   | — |   |
| Note receivable – related party                                                                                                                                         |   |         | 3,849    |   |   |   | 3,568 |   |
| Property and equipment, net                                                                                                                                                   |   |         | 20,791   |   |   |   | 23,793 |   |
| Deferred taxes                                                                                                                                                                |   |         | 7,844    |   |   |   | 7,543 |   |
| Deposits and other                                                                                                                                                            |   |         | 2,529    |   |   |   | 1,844 |   |
| Marketable securities - available for sale                                                                                                                                    |   |         | 114,317  |   |   |   | 67,713 |   |
| Goodwill - net                                                                                                                                                                |   |         | 38,613   |   |   |   | 24,313 |   |
| Intangibles - net                                                                                                                                                             |   |         | 42,662   |   |   |   | 6,716 |   |
| Total assets                                                                                                                                                                  |   | $            | 447,696  |   |   | $ | 326,859 |   |
|                                                                                                                                                                          |   |         |     |   |   |   |   |   |
| LIABILITIES                                                                                                                                                                   |   |         |     |   |   |   |   |   |
| Current liabilities:                                                                                                                                                          |   |         |     |   |   |   |   |   |
| Accounts payable                                                                                                                                                              |   | $            | 37,089   |   |   | $ | 24,544 |   |
| Accrued expenses                                                                                                                                                              |   |         | 18,425   |   |   |   | 15,338 |   |
| Income taxes payable                                                                                                                                                          |   |         | —  |   |   |   | 166 |   |
| Accrued incentive compensation                                                                                                                                                |   |         | 15,917   |   |   |   | 12,314 |   |
| Total current liabilities                                                                                                                                                     |   |         | 71,431   |   |   |   | 52,362 |   |
|                                                                                                                                                                          |   |         |     |   |   |   |   |   |
| Contingent payment liability                                                                                                                                                  |   |         | 12,372   |   |   |   | — |   |
| Deferred rent                                                                                                                                                                 |   |         | 5,467    |   |   |   | 5,044 |   |
| Other liabilities                                                                                                                                                             |   |         | 1,128    |   |   |   | 1,666 |   |
| Total liabilities                                                                                                                                                             |   |         | 90,398   |   |   |   | 59,072 |   |
|                                                                                                                                                                          |   |         |     |   |   |   |   |   |
| Commitments, contingencies and other – (notes L & N)                                                                                                                |   |         |     |   |   |   |   |   |
|                                                                                                                                                                          |   |         |     |   |   |   |   |   |
| STOCKHOLDERS’ EQUITY                                                                                                                                                    |   |         |     |   |   |   |   |   |
| Preferred stock - $.0001 par value, 5,000 shares authorized; none issued; Series A Junior Participating preferred stock - $.0001 par value, 60 shares authorized; none issued |   |         |     |   |   |   |   |   |
| Common stock - $.0001 par value, 60,000 shares authorized, 36,416 and 35,687 shares issued, 28,013 and 27,425 shares outstanding at December 31, 2010 and 2009, respectively  |   |         | 4        |   |   |   | 3 |   |
| Additional paid-in capital                                                                                                                                                    |   |         | 165,773  |   |   |   | 147,703 |   |
| Retained earnings                                                                                                                                                             |   |         | 323,092  |   |   |   | 247,365 |   |
| Other comprehensive income:                                                                                                                                                   |   |         |     |   |   |   |   |   |
| Unrealized gain on marketable securities (net of taxes)                                                                                                                       |   |         | 972      |   |   |   | 700 |   |
| Treasury stock – 8,403 and 8,262 shares at cost at December 31, 2010 and 2009, respectively                                                                             |   |         | (132,543 | ) |   |   | (127,984 | ) |
| Total stockholders’ equity                                                                                                                                              |   |         | 357,298  |   |   |   | 267,787 |   |
|                                                                                                                                                                          |   |         |     |   |   |   |   |   |
| Total liabilities and stockholders’ equity                                                                                                                              |   | $            | 447,696  |   |   | $ | 326,859 |   |

----

Consolidated Statements of Income

| (in thousands, except per share data)                                |   | Years Ended December 31, |     |
|----------------------------------------------------------------------|--------|--------------------------|----------|
|                                                                 |   | 2010                     |     |   | 2009 |   |   | 2008 |   |
|                                                                 |   |                     |     |   |   |   |   |   |   |
| Net sales                                                            |   | $                        | 635,418  |   |   | $ | 503,550 |   |   | $ | 457,046 |   |
|                                                                 |   |                     |     |   |   |   |   |   |   |   |   |   |
| Cost of sales                                                        |   |                     | 359,564  |   |   |   | 287,361 |   |   |   | 270,222 |   |
|                                                                 |   |                     |     |   |   |   |   |   |   |   |   |   |
| Gross profit                                                         |   |                     | 275,854  |   |   |   | 216,189 |   |   |   | 186,824 |   |
|                                                                 |   |                     |     |   |   |   |   |   |   |   |   |   |
| Commission and licensing fee income – net                      |   |                     | 22,629   |   |   |   | 19,928 |   |   |   | 14,294 |   |
| Operating expenses                                                   |   |                     | (176,859 | ) |   |   | (157,149 | ) |   |   | (156,212 | ) |
|                                                                 |   |                     |     |   |   |   |   |   |   |   |   |   |
| Income before other income (expenses) and provision for income taxes |   |                     | 121,624  |   |   |   | 78,968 |   |   |   | 44,906 |   |
|                                                                 |   |                     |     |   |   |   |   |   |   |   |   |   |
| Other income (expenses):                                             |   |                     |     |   |   |   |   |   |   |   |   |   |
| Interest income                                                      |   |                     | 4,208    |   |   |   | 2,096 |   |   |   | 2,620 |   |
| Interest expense                                                     |   |                     | (4       | ) |   |   | (93 | ) |   |   | (207 | ) |
| Gain (loss) on sale of marketable securities                         |   |                     | 29       |   |   |   | (182 | ) |   |   | (1,013 | ) |
|                                                                 |   |                     |     |   |   |   |   |   |   |   |   |   |
| Income before provision for income taxes                             |   |                     | 125,857  |   |   |   | 80,789 |   |   |   | 46,306 |   |
| Provision for income taxes                                           |   |                     | 50,132   |   |   |   | 30,682 |   |   |   | 18,330 |   |
|                                                                 |   |                     |     |   |   |   |   |   |   |   |   |   |
| Net income                                                           |   | $                        | 75,725   |   |   | $ | 50,107 |   |   | $ | 27,976 |   |
|                                                                 |   |                     |     |   |   |   |   |   |   |   |   |   |
| Basic income per share                                               |   | $                        | 2.74     |   |   | $ | 1.85 |   |   | $ | 1.02 |   |
|                                                                 |   |                     |     |   |   |   |   |   |   |   |   |   |
| Diluted income per share                                             |   | $                        | 2.68     |   |   | $ | 1.82 |   |   | $ | 1.01 |   |
|                                                                 |   |                     |     |   |   |   |   |   |   |   |   |   |
| Basic weighted average shares of common stock outstanding            |   |                     | 27,651   |   |   |   | 27,068 |   |   |   | 27,488 |   |
| Effect of dilutive securities – options and restricted stock   |   |                     | 644      |   |   |   | 417 |   |   |   | 291 |   |
|                                                                 |   |                     |     |   |   |   |   |   |   |   |   |   |
| Diluted weighted average shares of common stock outstanding          |   |                     | 28,295   |   |   |   | 27,485 |   |   |   | 27,779 |   |

----

Consolidated Statements of Changes in Stockholders’ Equity

|                                                                           |   | Common Stock |   |   | Additional |   |   | Retained        |   |
|--------------------------------------------------------------------------------|--------|--------------|--------|--------|------------|--------|--------|-----------------|--------|
|                                                                           |   | Shares       |   |   | Amount     |   |   | Paid-in Capital |   |   | Earnings |   |
|                                                                           |   |         |   |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Balance - December 31, 2007                                                    |   |         | 34,539 |   |       | $      | 3      |            |   | $ | 129,913 |   |   | $ | 169,263 |   |
| Exercise of stock options                                                      |   |         | 257    |   |       |   |   |            |   |   | 2,051 |   |   |   |   |   |
| Tax benefit from exercise of options                                           |   |         |   |   |       |   |   |            |   |   | (258 | ) |   |   |   |   |
| Issuance of fully vested restricted stock                                      |   |         | 276    |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Stock-based compensation                                                       |   |         |   |   |       |   |   |            |   |   | 5,656 |   |   |   |   |   |
| Unrealized holding loss on marketable securities (net of tax benefits of $253) |   |         |   |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Net income                                                                     |   |         |   |   |       |   |   |            |   |   |   |   |   |   | 27,976 |   |
| Comprehensive income                                                           |   |         |   |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Forfeiture of accrued dividends                                                |   |         |   |   |       |   |   |            |   |   |   |   |   |   | 18 |   |
| Common stock purchased for treasury                                            |   |         |   |   |       |   |   |            |   |   |   |   |   |   |   |   |
|                                                                           |   |         |   |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Balance - December 31, 2008                                                    |   |         | 35,072 |   |       |   | 3      |            |   |   | 137,362 |   |   |   | 197,257 |   |
| Exercise of stock options                                                      |   |         | 396    |   |       |   |   |            |   |   | 3,904 |   |   |   |   |   |
| Tax expense from stock based compensation                                      |   |         |   |   |       |   |   |            |   |   | 497 |   |   |   |   |   |
| Issuance of fully vested restricted stock                                      |   |         | 219    |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Stock-based compensation                                                       |   |         |   |   |       |   |   |            |   |   | 5,940 |   |   |   |   |   |
| Unrealized holding gain on marketable securities (net of taxes of $698)        |   |         |   |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Net income                                                                     |   |         |   |   |       |   |   |            |   |   |   |   |   |   | 50,107 |   |
| Comprehensive income                                                           |   |         |   |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Forfeiture of accrued dividends                                                |   |         |   |   |       |   |   |            |   |   |   |   |   |   | 1 |   |
|                                                                           |   |         |   |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Balance - December 31, 2009                                                    |   |         | 35,687 |   |       |   | 3      |            |   |   | 147,703 |   |   |   | 247,365 |   |
| Exercise of stock options                                                      |   |         | 431    |   |       |   | 1      |            |   |   | 5,081 |   |   |   |   |   |
| Tax benefit from exercise of options                                           |   |         |   |   |       |   |   |            |   |   | 4,718 |   |   |   |   |   |
| Issuance of restricted stock                                                   |   |         | 298    |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Stock-based compensation                                                       |   |         |   |   |       |   |   |            |   |   | 8,271 |   |   |   |   |   |
| Unrealized holding gain on marketable securities (net of taxes of $198)        |   |         |   |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Net income                                                                     |   |         |   |   |       |   |   |            |   |   |   |   |   |   | 75,725 |   |
| Comprehensive income                                                           |   |         |   |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Forfeiture of accrued dividends                                                |   |         |   |   |       |   |   |            |   |   |   |   |   |   | 2 |   |
| Common stock purchased for treasury                                            |   |         |   |   |       |   |   |            |   |   |   |   |   |   |   |   |
|                                                                           |   |         |   |   |       |   |   |            |   |   |   |   |   |   |   |   |
| Balance - December 31, 2010                                                    |   |         | 36,416 |   |       | $      | 4      |            |   | $ | 165,773 |   |   | $ | 323,092 |   |

----

|                                                                          |   | Accumulated   |   |   |           |   |   |                |   |   |          |   |   |   |    |   |   |
|-------------------------------------------------------------------------------|--------|---------------|--------|--------|----------------|--------|--------|---------------------|--------|--------|---------------|--------|--------|--------|---------|--------|--------|
|                                                                          |   | Other         |   |   |           |   |   |                |   |   |          | Total  |   |   |    |   |
|                                                                          |   | Comprehensive |   |   | Treasury Stock |   |   | Stockholders’ |   |   | Comprehensive |   |
|                                                                          |   | Gain (Loss)   |   |   | Shares         |   |   | Amount              |   |   | Equity        |   |   | Income |    |
|                                                                          |   |          |   |   |           |   |   |                |   |   |          |   |   |   |    |   |   |   |   |
| Balance - December 31, 2007                                                   |   | $             | (61    | )      |           |   | 5,662  |                |   | $      | (83,784       | )      |   | $      | 215,334 |   |   |   |   |
| Exercise of stock options                                                     |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 2,051   |   |   |   |   |
| Tax benefit from exercise of options                                          |   |          |   |   |           |   |   |                |   |   |          |   |   |   | (258    | )      |   |   |   |
| Issuance of fully vested restricted stock                                     |   |          |   |   |           |   |   |                |   |   |          |   |   |   |    |   |   |   |   |
| Stock-based compensation                                                      |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 5,656   |   |   |   |   |
| Unrealized holding loss on marketable securities (net of tax benefit of $253) |   |          | (335   | )      |           |   |   |                |   |   |          |   |   |   | (335    | )      |   |   | (335 | ) |
| Net income                                                                    |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 27,976  |   |   |   | 27,976 |   |
| Comprehensive income                                                          |   |          |   |   |           |   |   |                |   |   |          |   |   |   |    |   |   | $ | 27,641 |   |
| Forfeiture of accrued dividends                                               |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 18      |   |   |   |   |   |
| Common stock purchased for treasury                                           |   |          |   |   |           |   | 2,600  |                |   |   | (44,200       | )      |   |   | (44,200 | )      |   |   |   |   |
|                                                                          |   |          |   |   |           |   |   |                |   |   |          |   |   |   |    |   |   |   |   |   |
| Balance - December 31, 2008                                                   |   |          | (396   | )      |           |   | 8,262  |                |   |   | (127,984      | )      |   |   | 206,242 |   |   |   |   |   |
| Exercise of stock options                                                     |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 3,904   |   |   |   |   |   |
| Tax expense from exercise of options                                          |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 497     |   |   |   |   |   |
| Issuance of fully vested restricted stock                                     |   |          |   |   |           |   |   |                |   |   |          |   |   |   |    |   |   |   |   |   |
| Stock-based compensation                                                      |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 5,940   |   |   |   |   |   |
| Unrealized holding gain on marketable securities (net of taxes of $698)       |   |          | 1,096  |   |           |   |   |                |   |   |          |   |   |   | 1,096   |   |   |   | 1,096 |   |
| Net income                                                                    |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 50,107  |   |   |   | 50,107 |   |
| Comprehensive income                                                          |   |          |   |   |           |   |   |                |   |   |          |   |   |   |    |   |   | $ | 51,203 |   |
| Forfeiture of accrued dividends                                               |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 1       |   |   |   |   |   |
|                                                                          |   |          |   |   |           |   |   |                |   |   |          |   |   |   |    |   |   |   |   |   |
| Balance - December 31, 2009                                                   |   |          | 700    |   |           |   | 8,262  |                |   |   | (127,984      | )      |   |   | 267,787 |   |   |   |   |   |
| Exercise of stock options                                                     |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 5,082   |   |   |   |   |   |
| Tax benefit from exercise of options                                          |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 4,718   |   |   |   |   |   |
| Issuance of fully vested restricted stock                                     |   |          |   |   |           |   |   |                |   |   |          |   |   |   |    |   |   |   |   |   |
| Stock-based compensation                                                      |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 8,271   |   |   |   |   |   |
| Unrealized holding gain on marketable securities (net of taxes of $198)       |   |          | 272    |   |           |   |   |                |   |   |          |   |   |   | 272     |   |   |   | 272 |   |
| Net income                                                                    |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 75,725  |   |   |   | 75,725 |   |
| Comprehensive income                                                          |   |          |   |   |           |   |   |                |   |   |          |   |   |   |    |   |   | $ | 75,997 |   |
| Forfeiture of accrued dividends                                               |   |          |   |   |           |   |   |                |   |   |          |   |   |   | 2       |   |   |   |   |   |
| Common stock purchased for treasury                                           |   |          |   |   |           |   | 141    |                |   |   | (4,559        | )      |   |   | (4,559  | )      |   |   |   |   |
|                                                                          |   |          |   |   |           |   |   |                |   |   |          |   |   |   |    |   |   |   |   |   |
| Balance - December 31, 2010                                                   |   | $             | 972    |   |           |   | 8,403  |                |   | $      | (132,543      | )      |   | $      | 357,298 |   |   |   |   |   |

----

Consolidated Statements of Cash Flows

| (in thousands)                                                                    |   | Years Ended December 31, |    |
|-----------------------------------------------------------------------------------|--------|--------------------------|---------|
|                                                                              |   | 2010                     |    |   | 2009 |   |   | 2008 |   |
| Cash flows from operating activities:                                             |   |                     |    |   |   |   |   |   |   |
| Net income                                                                        |   | $                        | 75,725  |   |   | $ | 50,107 |   |   | $ | 27,976 |   |
| Adjustments to reconcile net income to net cash provided by operating activities: |   |                     |    |   |   |   |   |   |   |   |   |   |
| Stock-based compensation                                                          |   |                     | 8,271   |   |   |   | 5,940 |   |   |   | 5,656 |   |
| Tax expense (benefits) from stock based compensation                              |   |                     | (4,718  | ) |   |   | (497 | ) |   |   | 258 |   |
| Depreciation and amortization                                                     |   |                     | 9,999   |   |   |   | 9,560 |   |   |   | 9,101 |   |
| Loss on disposal of fixed assets                                                  |   |                     | 543     |   |   |   | 1,153 |   |   |   | 1,619 |   |
| Deferred taxes                                                                    |   |                     | (798    | ) |   |   | (1,928 | ) |   |   | 1,495 |   |
| Provision for doubtful accounts and chargebacks                                   |   |                     | 1,576   |   |   |   | 2,381 |   |   |   | (4,145 | ) |
| Accrued interest on notes receivable – related party                        |   |                     | (281    | ) |   |   | (198 | ) |   |   | (244 | ) |
| Deferred rent expense and other non-current liabilities                           |   |                     | 423     |   |   |   | 271 |   |   |   | 2,331 |   |
| Loss (gain) on sale of marketable securities                                      |   |                     | (29     | ) |   |   | 182 |   |   |   | 1,013 |   |
| Changes in:                                                                       |   |                     |    |   |   |   |   |   |   |   |   |   |
| Accounts receivable                                                               |   |                     | (8,266  | ) |   |   | (5,169 | ) |   |   | 3,221 |   |
| Due from factors – excluding advances                                       |   |                     | (4,985  | ) |   |   | (15,939 | ) |   |   | 2,216 |   |
| Inventories                                                                       |   |                     | (8,804  | ) |   |   | 1,144 |   |   |   | (4,400 | ) |
| Prepaid expenses, prepaid taxes, deposits and other assets                        |   |                     | (4,420  | ) |   |   | 1,691 |   |   |   | 3,887 |   |
| Accounts payable and accrued expenses                                             |   |                     | 19,572  |   |   |   | 10,561 |   |   |   | (10,969 | ) |
| Accrued incentive compensation                                                    |   |                     | 3,603   |   |   |   | 4,445 |   |   |   | 1,736 |   |
| Other liabilities                                                                 |   |                     | (538    | ) |   |   | 638 |   |   |   | 1,028 |   |
| Net cash provided by operating activities                                         |   |                     | 86,873  |   |   |   | 64,342 |   |   |   | 41,779 |   |
| Cash flows from investing activities:                                             |   |                     |    |   |   |   |   |   |   |   |   |   |
| Purchase of property and equipment                                                |   |                     | (3,424  | ) |   |   | (3,399 | ) |   |   | (8,314 | ) |
| Purchases of marketable securities                                                |   |                     | (72,663 | ) |   |   | (67,265 | ) |   |   | (31,005 | ) |
| Purchases of notes receivable                                                     |   |                     | (7,004  | ) |   |   | — |   |   |   | — |   |
| Advance payment on contingent liability                                           |   |                     | (1,628  | ) |   |   | — |   |   |   | — |   |
| Maturity/sale of marketable securities                                            |   |                     | 30,092  |   |   |   | 17,543 |   |   |   | 74,844 |   |
| Acquisitions, net of cash acquired *                                              |   |                     | (40,602 | ) |   |   | (5,776 | ) |   |   | (4,923 | ) |
| Net cash (used in) provided by investing activities                               |   |                     | (95,229 | ) |   |   | (58,897 | ) |   |   | 30,602 |   |
|                                                                              |   |                     |    |   |   |   |   |   |   |   |   |   |
| Cash flows from financing activities:                                             |   |                     |    |   |   |   |   |   |   |   |   |   |
| Advances from factor - net                                                        |   |                     | — |   |   |   | (30,168 | ) |   |   | 30,168 |   |
| Proceeds from exercise of stock options                                           |   |                     | 5,082   |   |   |   | 3,904 |   |   |   | 2,051 |   |
| Tax benefits from stock based compensation                                        |   |                     | 4,718   |   |   |   | 497 |   |   |   | (258 | ) |
| Common stock purchased for treasury                                               |   |                     | (4,559  | ) |   |   | — |   |   |   | (44,200 | ) |
| Net cash provided by (used in) financing activities                               |   |                     | 5,241   |   |   |   | (25,767 | ) |   |   | (12,239 | ) |
|                                                                              |   |                     |    |   |   |   |   |   |   |   |   |   |
| Net (decrease) increase in cash and cash equivalents                              |   |                     | (3,115  | ) |   |   | (20,322 | ) |   |   | 60,142 |   |
| Cash and cash equivalents - beginning of year                                     |   |                     | 69,266  |   |   |   | 89,588 |   |   |   | 29,446 |   |
|                                                                              |   |                     |    |   |   |   |   |   |   |   |   |   |
| Cash and cash equivalents – end of year                                     |   | $                        | 66,151  |   |   | $ | 69,266 |   |   | $ | 89,588 |   |
|                                                                              |   |                     |    |   |   |   |   |   |   |   |   |   |
| Supplemental disclosures of cash flow information:                                |   |                     |    |   |   |   |   |   |   |   |   |   |
| Cash paid during the year for:                                                    |   |                     |    |   |   |   |   |   |   |   |   |   |
| Interest                                                                          |   | $                        | 4       |   |   | $ | 93 |   |   | $ | 207 |   |
| Income taxes                                                                      |   | $                        | 42,651  |   |   | $ | 30,508 |   |   | $ | 23,306 |   |
| Non-cash transactions                                                             |   |                     |    |   |   |   |   |   |   |   |   |   |
|  Dividend accrual (forfeitures) related to restricted stock                  |   | $                        | (2      | ) |   | $ | (1 | ) |   | $ | (18 | ) |

----

Notes to Consolidated Financial Statements

| [1]    | Organization:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Steven Madden, Ltd. and its subsidiaries (collectively, the “Company”), a Delaware corporation, design, source, market and sell women’s, men’s and children’s shoes, for sale worldwide through its wholesale and retail channels under the Steve Madden Women’s, Steven and Madden Men’s brand names and through its wholesale channels under the Stevies, Madden Girl, Madden, l.e.i. (under license), Elizabeth and James (under license) and Big Buddha brand names. In addition, the Company designs, sources, markets and sells name brand and private label fashion handbags and accessories to customers worldwide through its Wholesale Accessories segment. The Wholesale Accessories segment includes Big Buddha, Betsey Johnson, Betseyville and, through license agreements, Daisy Fuentes and Olsenboye accessories brands. Revenue is generated predominantly through the sale of the Company’s brand name merchandise and certain licensed products. At December 31, 2010 and 2009, the Company operated 84 and 89 retail stores (including its e-commerce website as a store), respectively. Revenue is subject to seasonal fluctuations. See Note O for operating segment information. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| [2]    | Principles of consolidation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | The Consolidated Financial Statements include the accounts of Steven Madden, Ltd. and its wholly owned subsidiaries Steven Madden Retail, Inc., Diva Acquisition Corp., Adesso Madden, Inc., Stevies, Inc., Daniel M. Friedman and Associates, Inc. and Big Buddha, Inc. (collectively referred to as the “Company”). All significant intercompany balances and transactions have been eliminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| [3]    | Stock split:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | On March 24, 2010, the Board of Directors declared a 3-for-2 stock split of the Company’s outstanding shares of common stock, effected in the form of a stock dividend on the Company’s outstanding common stock. Stockholders of record at the close of business on April 20, 2010 received one additional share of Steven Madden, Ltd. common stock for every two shares of common stock owned on that date. The additional shares were distributed on May 3, 2010. All share and per share data provided herein gives effect to this stock split, applied retroactively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| [4]    | Use of estimates:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | The preparation of 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | Significant areas involving management estimates include allowances for bad debts, returns and customer chargebacks and contingent payment liability. The Company provides reserves on trade accounts receivables and due from factors for future customer chargebacks and markdown allowances, discounts, returns and other miscellaneous compliance related deductions that relate to the current period sales. The Company evaluates anticipated chargebacks by reviewing several performance indicators of its major customers. These performance indicators, which include retailers’ inventory levels, sell-through rates and gross margin levels, are analyzed by management to estimate the amount of the anticipated customer allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

----

| Note A - Summary of Significant Accounting Policies (continued) |
|-----------------------------------------------------------------|
|                                                            |   |
| [5]                                                             | Cash equivalents: |
|                                                            |   |
|                                                            | Cash equivalents at December 31, 2010 and 2009 amounted to approximately $32,145 and $30,962, respectively, and consisted of money market accounts held primarily at four brokerage companies. The Company considers all highly liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. |
|                                                            |   |
| [6]                                                             | Marketable securities: |
|                                                            |   |
|                                                            | Marketable securities consist primarily of corporate and federal agency bonds with maturities greater than three months and up to eight years at the time of purchase. These securities, which are classified as available for sale, are carried at fair value, with unrealized gains and losses net of any tax effect reported in stockholders’ equity as accumulated other comprehensive income (loss) until realized. Amortization of premiums and discounts is included in interest income. For the years ended December 31, 2010 and 2009, the amortization of bond premiums was $1,148 and $801, respectively. The schedule of maturities at December 31, 2010 and 2009 are as follows: |

|                                                      |   | Maturities as ofDecember 31, 2010 |    |   | Maturities as ofDecember 31, 2009 |   |
|-----------------------------------------------------------|--------|-----------------------------------|---------|--------|-----------------------------------|--------|
|                                                      |   | 1 Year or Less                    |    |   | 1 to 8 Years                      |   |   | 1 Year or Less |   |   | 1 to 5 Years |   |
| Municipal bonds, U.S. Government and federal agency bonds |   | $                                 | — |   |                              | $      | 16,542 |   |   | $ | — |   |   | $ | 9,479 |   |
| Corporate bonds                                           |   |                              | 13,289  |   |                              |   | 93,741 |   |   |   | 17,971 |   |   |   | 58,234 |   |
| Certificates of deposit                                   |   |                              | — |   |                              |   | 4,034 |   |   |   | — |   |   |   | — |   |
|                                                      |   | $                                 | 13,289  |   |                              | $      | 114,317 |   |   | $ | 17,971 |   |   | $ | 67,713 |   |

| [7]    | Inventories:                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Inventories, which consist of finished goods on hand and in transit, are stated at the lower of cost (first-in, first-out method) or market.                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| [8]    | Property and equipment:                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed utilizing the straight-line method based on estimated useful lives ranging from three to ten years. Leasehold improvements are amortized utilizing the straight-line method over the shorter of their estimated useful lives or the remaining lease term. Depreciation and amortization include amounts relating to property and equipment under capital leases. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   | Impairment losses are recognized for long-lived assets, including certain intangibles, used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are not sufficient to recover the assets’ carrying amount. Impairment losses are measured by comparing the fair value of the assets to their carrying amount.                                                                                   |

----

| [9]    | Goodwill and intangible assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The Company’s goodwill and indefinite lived intangible assets are not amortized, rather they are tested for impairment on an annual basis or more often if events or circumstances change that could cause these assets to become impaired. The Company completed its annual impairment tests on the goodwill relating to the Compo Enhancements, Daniel M. Friedman and Diva Acquisition Corp. acquisitions. No impairments were recognized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| [10]   | Net income per share:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Basic income per share is based on the weighted average number of shares of common stock outstanding during the year. Diluted income per share reflects: a) the potential dilution assuming shares of common stock were issued upon the exercise of outstanding in-the-money options and the proceeds thereof were used to purchase treasury stock at the average market price during the period, and b) the vesting of granted nonvested restricted stock awards for which the assumed proceeds upon grant are deemed to be the amount of compensation cost attributable to future services and are not yet recognized using the treasury stock method, to the extent dilutive. For the years ended December 31, 2010, 2009 and 2008, options exercisable into approximately 26,000, 15,000 and 75,000 shares of common stock, respectively, have been excluded in the calculation of diluted income per share as the result would have been antidilutive. For the years ended December 31, 2010, 2009 and 2008, all unvested restricted stock awards were dilutive.                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| [11]   | Advertising costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The Company expenses costs of print, radio and billboard advertisements as of the first date the advertisements take place. Advertising expense included in operating expenses amounted to approximately $5,597 in 2010, $4,713 in 2009 and $5,019 in 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| [12]   | Revenue recognition:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The Company recognizes revenue on wholesale sales when products are shipped pursuant to its standard terms, which are freight on board (“FOB”) warehouse, or when products are delivered to the consolidators as per the terms of the customers’ purchase order, persuasive evidence of an arrangement exists, the price is fixed or determinable and collection is reasonably assured. Sales reductions for anticipated discounts, allowances and other deductions are recognized during the period when sales are recorded. Customers retain the right to replacement of the product for poor quality or improper or short shipments, which have historically been immaterial. Retail sales are recognized when the payment is received from customers and are recorded net of returns. The Company also generates commission income acting as a buying agent by arranging to manufacture private label shoes to the specifications of its clients. The Company’s commission revenue includes partial recovery of its design, product and development costs for the services provided to certain suppliers in connection with the Company’s private label business. Commission revenue and product and development cost recoveries are recognized as earned when title to the product transfers from the manufacturer to the customer and collections are reasonably assured and are reported on a net basis after deducting related operating expenses. |

----

| Note A - Summary of Significant Accounting Policies (continued) |
|-----------------------------------------------------------------|
|                                                            |   |
|                                                            | The Company licenses its Steve Madden and Steven by Steve Madden trademarks for use in connection with the manufacture, marketing and sale of cold weather accessories, sunglasses, eyewear, outerwear, bedding, hosiery, women’s fashion apparel and jewelry. We license our Big Buddha® brand for use in connection with the manufacture, marketing and sale of sunglasses and cold weather accessories. In addition, we license the Betsey Johnson® and Betseyville® trademarks for use in connection with the manufacture, marketing and sale of apparel, jewelry, lingerie, swimwear, eyewear, watches and outerwear. The license agreements require the licensee to pay the Company a royalty and, in substantially all of the agreements, an advertising fee based on the higher of a minimum or a net sales percentage as defined in the various agreements. In addition, under the terms of retail selling agreements, most of the Company’s international distributors are required to pay the Company a royalty based on a percentage of net sales, in addition to a commission on the purchases of the Company’s products. Licensing revenue is recognized on the basis of net sales reported by the licensees and international distributors, or the minimum guaranteed royalties, if higher. In substantially all of the Company’s license agreements, the minimum guaranteed royalty is earned and payable on a quarterly basis. |
|                                                            |   |
| [13]                                                            | Taxes collected from customers: |
|                                                            |   |
|                                                            | The Company accounts for certain taxes collected from its customers in accordance with the accounting guidance which permits companies to adopt a policy of presenting taxes in the income statement on either a gross basis (included in revenues and costs) or net basis (excluded from revenues). Taxes within the scope of the accounting guidance would include taxes that are imposed on a revenue transaction between a seller and a customer, for example, sales taxes, use taxes, value-added taxes and some types of excise taxes. The Company has consistently recorded all taxes on a net basis. |
|                                                            |   |
| [14]                                                            | Sales deductions: |
|                                                            |   |
|                                                            | The Company supports retailers’ initiatives to maximize sales of the Company’s products on the retail floor by subsidizing the co-op advertising programs of such retailers, providing them with inventory markdown allowances and participating in various other marketing initiatives of its major customers. In addition, the Company accepts returns for damaged product which is charged back to the responsible factory. Such expenses are reflected in the financial statements as deductions to net sales. For the years ended December 31, 2010, 2009 and 2008 the total deductions to net sales for these expenses were $36,957, $31,078 and $37,291, respectively. |
|                                                            |   |
| [15]                                                            | Cost of sales: |
|                                                            |   |
|                                                            | All costs incurred to bring finished products to the Company’s distribution center and, in the Retail segment, the costs to bring products to the Company’s stores, are included in the cost of sales line on the Consolidated Statement of Income. These include the cost of finished products, purchase commissions, letter of credit fees, brokerage fees, sample expenses, custom duty, inbound freight, royalty payments on licensed products, labels and product packaging. All warehouse and distribution costs related to the Wholesale segments and freight to customers, if any, are included in the operating expenses line item of the Company’s Consolidated Statement of Income. The Company’s gross margins may not be comparable to those of other companies in the industry because some companies may include warehouse and distribution costs, as well as other costs excluded from cost of sales by the Company, as a component of cost of sales, while other companies report on the same basis as the Company and include them in operating expenses. |

----

| [16]   | Warehouse and shipping costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The Company includes all warehouse and distribution costs for the Wholesale segment in the Operating Expenses line on the Consolidated Statements of Income. For the years ended December 31, 2010, 2009 and 2008, the total warehouse and distribution costs included in Operating Expenses were $10,409, $8,488 and $9,229 respectively. The Company’s standard terms of sales are “FOB Steve Madden warehouse” and thus the Company’s wholesale customers absorb most shipping costs. Shipping costs to wholesale customers incurred by the Company are not considered significant and are included in the Operating Expense line in the Consolidated Statements of Income. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| [17]   | Impairment of long-lived assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The Company reviews long-lived assets, including amortizable intangible assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. If facts and circumstances indicate that the Company’s long-lived assets might be impaired, the estimated future undiscounted cash flows associated with the long-lived asset would be compared to its carrying amounts to determine if a write-down to fair value is necessary. If a write-down is required, the amount is determined by estimation of the present value of net discounted cash flows.                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| [18]   | Exit or disposal activity costs:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The Company accounts for its exit and disposal costs by recording an accrual for the liability for lease costs that will continue to be incurred without economic benefit to the Company upon the date that the Company ceases using the leased property. As of December 31, 2010, the Company accrued approximately $1,243 in lease exit costs associated with two stores that were closed prior to the end of their prospective lease terms.                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| [19]   | Employee Benefit Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The Company maintains a tax-qualified 401(k) plan which is available to each of the Company’s eligible employees who elect to participate after meeting certain length-of-service requirements. The Company made discretionary matching contributions of 50% of employees’ contributions up to a maximum of 6% of employees’ compensation which vest to the employees over a period of time. Total matching contributions to the plan for 2010, 2009 and 2008 were approximately $675, $601 and $570, respectively.                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| [20]   | Fair Value of Financial Instruments:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The carrying value of cash and cash equivalents, accounts receivable, due from factors and accounts payable approximate their fair values due to their short-term nature of their underlying terms. The fair values of these financial assets are determined by reference to market data and other valuation techniques, as appropriate. Fair value of the note receivable – related party approximates its carrying value based upon its interest rate, which approximates current market interest rates. As it relates to notes receivable, see Note F for fair value determination.                                                                                                           |

----

| [21]   | Accounting Standards Adopted In Fiscal 2010:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | In January 2010, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance which expands disclosure requirements relating to fair value measurements. The guidance adds requirements for disclosing amounts of and reasons for significant transfers into and out of Levels 1, 2 and 3 and requires gross rather than net disclosures about purchases, sales, issuance and settlements relating to Level 3 measurements. The guidance also provides clarification that fair value measurement disclosures are required for each class of assets and liabilities. Disclosures about the valuation techniques and inputs used to measure fair value for measurements that fall in either Level 2 or Level 3 are also required. The Company adopted the provisions of the guidance as of March 31, 2010, except for disclosure about purchases, sales, issuance and settlements in the roll forward of activity in Level 3 fair value measurement, which is effective for fiscal years beginning after December 15, 2010. Disclosures are not required for earlier periods presented for comparative purposes. The new guidance affects disclosures only and, therefore, the adoption had no impact on the Company’s results of operation or financial position. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | A new accounting pronouncement amending the consolidation guidance relating to variable interest entities (“VIE”) became effective for the Company on January 1, 2010. The new guidance replaces the current quantitative model for determining the primary beneficiary of a VIE with a qualitative approach that considers which entity has the power to direct activities that most significantly impact the VIE’s performance and whether the entity has an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The adoption of the accounting pronouncement had no impact on the Company’s Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| [22]   | Recently Issued Accounting Standards:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | In December of 2010, the FASB issued Accounting Standards Update 2010-28, “When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts” (“ASU 2010-28”). ASU 2010-28 modifies Step 1 of the goodwill impairment test, which requires an entity to compare the fair value of a reporting unit with its carrying amount, including goodwill. For reporting units with zero or negative carrying amounts, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. Step 2 requires an entity to compare the fair value of a reporting unit goodwill with the carrying amount of that goodwill. The implied fair value of goodwill is determined by assigning a fair value to all the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. The adoption of ASU 2010-28, which became effective for the Company on January 1, 2011, is not expected to have a material impact on our Consolidated Financial Statements.                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | In December of 2010, the FASB issued ASU 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations.” ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. ASU 2010-29 also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The adoption of ASU 2010-29, which became effective for the Company on January 1, 2011, is not expected to have a material impact on our Consolidated Financial Statements.                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

----

----

| Accounts receivable                       |   | $      | 668    |   |
|-------------------------------------------|--------|--------|--------|--------|
| Inventory                                 |   |   | 1,212  |   |
| Prepaid expenses and other current assets |   |   | 102    |   |
| Trade name                                |   |   | 4,100  |   |
| Customer relationships                    |   |   | 4,900  |   |
| Non-compete agreement                     |   |   | 450    |   |
| Accounts payable                          |   |   | (171   | )      |
| Accrued expenses                          |   |   | (442   | )      |
| Total fair value excluding goodwill       |   |   | 10,819 |   |
| Goodwill                                  |   |   | 14,300 |   |
|                                      |   |   |   |   |
| Net assets acquired                       |   | $      | 25,119 |   |

----

| Due from Bakers Footwear Group, Inc.     |   | $      | 4,024 |   |
|------------------------------------------|--------|--------|-------|--------|
| Due from Betsey Johnson LLC (see Note B) |   |   | 3,000 |   |
| Total                                    |   | $      | 7,024 |   |

----

|   | ● | Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.                 |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------|
|   | ● | Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. |
|   | ● | Level 3: Significant unobservable inputs.                                                                               |

|                                                       |   |       |    |   | Fair Value MeasurementsUsing Fair Value Hierarchy |   |
|------------------------------------------------------------|--------|------------|---------|--------|---------------------------------------------------|--------|
|                                                       |   | Fair value |    |   | Level 1                                           |   |   | Level 2 |   |   | Level 3 |   |
| Assets:                                                    |   |       |    |   |                                              |   |   |   |   |   |   |   |   |   |   |   |
| Cash equivalents                                           |   | $          | 32,145  |   |                                              | $      | 32,145 |   |   | $ | — |   |   | $ | — |   |
| Current marketable securities – available for sale   |   |       | 13,289  |   |                                              |   | 13,289 |   |   |   | — |   |   |   | — |   |
| Investment in Bakers                                       |   |       | 996     |   |                                              |   | — |   |   |   | 996 |   |   |   | — |   |
| Note receivable – Bakers                             |   |       | 4,024   |   |                                              |   | — |   |   |   | — |   |   |   | 4,024 |   |
| Note receivable – Betsey Johnson                     |   |       | 3,000   |   |                                              |   | — |   |   |   | — |   |   |   | 3,000 |   |
| Long-term marketable securities – available for sale |   |       | 114,317 |   |                                              |   | 114,317 |   |   |   | — |   |   |   | — |   |
|                                                       |   |       |    |   |                                              |   |   |   |   |   |   |   |   |   |   |   |
| Total assets                                               |   | $          | 167,771 |   |                                              | $      | 159,751 |   |   | $ | 996 |   |   | $ | 7,024 |   |
|                                                       |   |       |    |   |                                              |   |   |   |   |   |   |   |   |   |   |   |
| Liabilities:                                               |   |       |    |   |                                              |   |   |   |   |   |   |   |   |   |   |   |
| Contingent consideration                                   |   | $          | 12,372  |   |                                              |   | — |   |   |   | — |   |   | $ | 12,372 |   |
|                                                       |   |       |    |   |                                              |   |   |   |   |   |   |   |   |   |   |   |
| Total liabilities                                          |   | $          | 12,372  |   |                                              |   |  — |   |   |   |  — |   |   | $ | 12,372 |   |

|                                                       |   |       |    |   | Fair Value MeasurementsUsing Fair Value Hierarchy |   |
|------------------------------------------------------------|--------|------------|---------|--------|---------------------------------------------------|--------|
|                                                       |   | Fair value |    |   | Level 1                                           |   |   | Level 2 |   |   | Level 3 |   |
| Cash equivalents                                           |   | $          | 30,962  |   |                                              | $      | 30,962 |   |   |   | — |   |   |   | — |   |
| Current marketable securities – available for sale   |   |       | 17,971  |   |                                              |   | 17,971 |   |   |   | — |   |   |   | — |   |
| Long-term marketable securities – available for sale |   |       | 67,713  |   |                                              |   | 67,713 |   |   |   | — |   |   |   | — |   |
|                                                       |   |       |    |   |                                              |   |   |   |   |   |   |   |   |   |   |   |
| Total                                                      |   | $          | 116,646 |   |                                              | $      | 116,646 |   |   |   |  — |   |   |   |  — |   |

----

|                                           |   | December 31, |    |
|------------------------------------------------|--------|--------------|---------|
|                                           |   | 2010         |    |   | 2009 |   |
|                                           |   |         |    |   |   |   |   |   |
| Land and building                              |   | $            | 767     |   |   | $ | 767 |   |
| Leasehold improvements                         |   |         | 37,066  |   |   |   | 36,181 |   |
| Machinery and equipment                        |   |         | 3,692   |   |   |   | 3,619 |   |
| Furniture and fixtures                         |   |         | 4,317   |   |   |   | 4,395 |   |
| Computer equipment                             |   |         | 16,497  |   |   |   | 15,617 |   |
|                                           |   |         |    |   |   |   |   |   |
|                                           |   |         | 62,339  |   |   |   | 60,579 |   |
| Less accumulated depreciation and amortization |   |         | (41,548 | ) |   |   | (36,786 | ) |
|                                           |   |         |    |   |   |   |   |   |
| Property and equipment - net                   |   | $            | 20,791  |   |   | $ | 23,793 |   |

----

|                         |   | Wholesale |   |   |        |   |   | Net Carrying |   |
|------------------------------|--------|-----------|--------|--------|-------------|--------|--------|--------------|--------|
|                         |   | Footwear  |   |   | Accessories |   |   | Retail       |   |   | Amount |   |
|                         |   |      |   |   |        |   |   |         |   |   |   |   |   |   |   |   |
| Balance at January 1, 2010   |   | $         | 1,547  |   |        | $      | 17,265 |         |   | $ | 5,501 |   |   | $ | 24,313 |   |
| Acquisition of Big Buddha    |   |      | 0      |   |        |   | 14,300 |         |   |   | 0 |   |   |   | 14,300 |   |
|                         |   |      |   |   |        |   |   |         |   |   |   |   |   |   |   |   |
| Balance at December 31, 2010 |   | $         | 1,547  |   |        | $      | 31,565 |         |   | $ | 5,501 |   |   | $ | 38,613 |   |

|                      |   | Estimated Lives  |   | Cost Basis |   |   | Accumulated Amortization |   |    | Net Carrying Amount |   |
|---------------------------|--------|------------------|--------|------------|--------|--------|--------------------------|--------|---------|---------------------|--------|
|                      |   |             |   |       |   |   |                     |   |    |                |   |   |   |   |
| Trade names               |   | 6–10 years |   | $          | 4,550  |   |                     | $      | 709     |                |   | $ | 3,841 |   |
| Customer relationships    |   | 10 years         |   |       | 11,709 |   |                     |   | 3,177   |                |   |   | 8,532 |   |
| License agreements        |   | 3–6 years  |   |       | 5,600  |   |                     |   | 5,076   |                |   |   | 524 |   |
| Non-compete agreement     |   | 5 years          |   |       | 1,380  |   |                     |   | 832     |                |   |   | 548 |   |
| Other                     |   | 3 years          |   |       | 14     |   |                     |   | 14      |                |   |   | — |   |
|                      |   |             |   |       |   |   |                     |   |    |                |   |   |   |   |
|                      |   |             |   |       | 23,253 |   |                     |   | 9,808   |                |   |   | 13,445 |   |
|                      |   |             |   |       |   |   |                     |   |    |                |   |   |   |   |
| Betsey Johnson trademarks |   | indefinite       |   |       | 29,217 |   |                     |   | — |                |   |   | 29,217 |   |
|                      |   |             |   |       |   |   |                     |   |    |                |   |   |   |   |
|                      |   |             |   | $          | 52,470 |   |                     | $      | 9,808   |                |   | $ | 42,662 |   |

| 2011       |   | $      | 2,434  |   |
|------------|--------|--------|--------|--------|
| 2012       |   |   | 1,696  |   |
| 2013       |   |   | 1,696  |   |
| 2014       |   |   | 1,688  |   |
| 2015       |   |   | 1,591  |   |
| Thereafter |   |   | 4,340  |   |
|       |   |   |   |   |
| Total      |   | $      | 13,445 |   |

----

| Common Stock authorized                                                                               |   |   | 6,096,000 |   |
|-------------------------------------------------------------------------------------------------------|--------|--------|-----------|--------|
|                                                                                                  |   |   |      |   |
| Stock based awards, including restricted stock and stock options granted, net of expired or cancelled |   |   | 3,577,000 |   |
|                                                                                                  |   |   |      |   |
| Common Stock available for grant of stock based awards as of December 31, 2010                        |   |   | 2,519,000 |   |

|             |   | Years Ended December 31, |   |
|------------------|--------|--------------------------|--------|
|             |   | 2010                     |   |   | 2009 |   |   | 2008 |   |
| Stock options    |   | $                        | 3,724  |   |   | $ | 1,560 |   |   | $ | 486 |   |
| Restricted stock |   |                     | 4,547  |   |   |   | 4,380 |   |   |   | 5,170 |   |
| Total            |   | $                        | 8,271  |   |   | $ | 5,940 |   |   | $ | 5,656 |   |

----

|                    |   | 2010           |   |   | 2009           |   |   | 2008           |   |
|-------------------------|--------|----------------|--------|--------|----------------|--------|--------|----------------|--------|
| Volatility              |   | 47% to 52%     |   |   | 49% to 52%     |   |   | 43% to 45%     |   |
| Risk free interest rate |   | 0.84% to 2.16% |   |   | 1.39% to 2.09% |   |   | 2.17% to 3.12% |   |
| Expected life in years  |   | 3 to 4         |   |   | 3 to 4         |   |   | 3 to 4         |   |
| Dividend yield          |   | 0              |   |   | 0              |   |   | 0              |   |

|                             |   | Number of Shares |      |   | Weighted Average Exercise Price |   | Weighted Average Remaining Contractual Term |   | Aggregate Intrinsic Value |
|----------------------------------|--------|------------------|-----------|--------|---------------------------------|--------|---------------------------------------------|--------|---------------------------|
|                             |   |             |      |   |                            |   |                                        |   |                      |   |   |
| Outstanding at January 1, 2008   |   |             | 807,000   |   |                            | $      | 8.30                                        |   |                      |   |   |
| Granted                          |   |             | 608,000   |   |                            |   | 12.89                                       |   |                      |   |   |
| Exercised                        |   |             | (257,000  | )      |                            |   | 7.97                                        |   |                      |   |   |
| Cancelled/Forfeited              |   |             | —   |   |                            |   | —                                     |   |                      |   |   |
|                             |   |             |      |   |                            |   |                                        |   |                      |   |   |
| Outstanding at December 31, 2008 |   |             | 1,158,000 |   |                            |   | 10.79                                       |   |                      |   |   |
| Granted                          |   |             | 880,000   |   |                            |   | 15.63                                       |   |                      |   |   |
| Exercised                        |   |             | (396,000  | )      |                            |   | 9.66                                        |   |                      |   |   |
| Cancelled/Forfeited              |   |             | (27,000   | )      |                            |   | 11.60                                       |   |                      |   |   |
|                             |   |             |      |   |                            |   |                                        |   |                      |   |   |
| Outstanding at December 31, 2009 |   |             | 1,615,000 |   |                            |   | 13.68                                       |   |                      |   |   |
| Granted                          |   |             | 647,000   |   |                            |   | 33.74                                       |   |                      |   |   |
| Exercised                        |   |             | (431,000  | )      |                            |   | 12.00                                       |   |                      |   |   |
| Cancelled/Forfeited              |   |             | (29,000   | )      |                            |   | 24.05                                       |   |                      |   |   |
|                             |   |             |      |   |                            |   |                                        |   |                      |   |   |   |
| Outstanding at December 31, 2010 |   |             | 1,802,000 |   |                            | $      | 21.12                                       |   | 5.2 years                 |   | $  | 37,126 |
|                             |   |             |      |   |                            |   |                                        |   |                      |   |   |   |
| Exercisable at December 31, 2010 |   |             | 295,000   |   |                            | $      | 15.48                                       |   | 4.3 years                 |   | $ | 7,734 |

----

|                    |            |   | Options Outstanding |   |      | Options Exercisable                                    |   |
|-------------------------|-----------------|--------|---------------------|--------|-----------|--------------------------------------------------------|--------|
| Range of Exercise Price |            |   | Number Outstanding  |   |      | Weighted Average Remaining Contractual Life (in Years) |   | Weighted Average Exercise Price |   |   | Number Exercisable |   |   | Weighted Average Exercise Price |   |
|                    |            |   |                |   |      |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| $                       | 7.50 to $15.00  |   |                |   | 896,000   |                                                   |   | 4.6 |   |   | $ | 12.26 |   |   |   | 232,000 |   |   | $ | 11.49 |   |
| $                       | 15.01 to $22.00 |   |                |   | 193,000   |                                                   |   | 5.3 |   |   |   | 19.34 |   |   |   | 18,000 |   |   |   | 19.93 |   |
| $                       | 22.01 to $29.00 |   |                |   | 187,000   |                                                   |   | 5.6 |   |   |   | 25.91 |   |   |   | 3,000 |   |   |   | 26.00 |   |
| $                       | 29.01 to $37.00 |   |                |   | 326,000   |                                                   |   | 5.9 |   |   |   | 33.54 |   |   |   | 37,000 |   |   |   | 34.49 |   |
| $                       | 37.01 to $44.00 |   |                |   | 200,000   |                                                   |   | 6.3 |   |   |   | 37.81 |   |   |   | 5,000 |   |   |   | 37.06 |   |
|                    |            |   |                |   |      |                                                   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                    |            |   |                |   | 1,802,000 |                                                   |   | 5.2 |   |   | $ | 21.12 |   |   |   | 295,000 |   |   | $ | 15.48 |   |

|                             |   |  Number of Shares |     |   | Weighted Average Fair Value at Grant Date |   |
|----------------------------------|--------|------------------------|----------|--------|-------------------------------------------|--------|
|                             |   |                   |     |   |                                      |   |   |   |
| Outstanding at January 1, 2008   |   |                   | 761,000  |   |                                      | $      | 20.60 |   |
| Granted                          |   |                   | 67,000   |   |                                      |   | 14.39 |   |
| Vested                           |   |                   | (276,000 | )      |                                      |   | 20.73 |   |
| Forfeited                        |   |                   | (15,000  | )      |                                      |   | 22.70 |   |
|                             |   |                   |     |   |                                      |   |   |   |
| Outstanding at December 31, 2008 |   |                   | 537,000  |   |                                      |   | 19.69 |   |
| Granted                          |   |                   | 134,000  |   |                                      |   | 23.41 |   |
| Vested                           |   |                   | (220,000 | )      |                                      |   | 17.23 |   |
| Forfeited                        |   |                   | (4,000   | )      |                                      |   | 24.39 |   |
|                             |   |                   |     |   |                                      |   |   |   |
| Outstanding at December 31, 2009 |   |                   | 447,000  |   |                                      |   | 20.97 |   |
| Granted                          |   |                   | 170,000  |   |                                      |   | 35.08 |   |
| Vested                           |   |                   | (232,000 | )      |                                      |   | 19.52 |   |
| Forfeited                        |   |                   | (10,000  | )      |                                      |   | 28.49 |   |
|                             |   |                   |     |   |                                      |   |   |   |
| Outstanding at December 31, 2010 |   |                   | 375,000  |   |                                      | $      | 25.80 |   |

----

| 2011       |   | $      | 17,679  |   |
|------------|--------|--------|---------|--------|
| 2012       |   |   | 17,275  |   |
| 2013       |   |   | 15,444  |   |
| 2014       |   |   | 14,470  |   |
| 2015       |   |   | 13,343  |   |
| Thereafter |   |   | 37,676  |   |
|       |   |   |    |   |
| Total      |   | $      | 115,887 |   |

----

|     |   | 2010   |    |   | 2009   |   |   | 2008   |   |
|----------|--------|--------|---------|--------|--------|--------|--------|--------|--------|
|     |   |   |    |   |   |   |   |   |   |
| Domestic |   | $      | 88,308  |   |   | $      | 54,666 |   |   | $ | 31,395 |   |
| Foreign  |   |   | 37,549  |   |   |   | 26,123 |   |   |   | 14,911 |   |
|     |   |   |    |   |   |   |   |   |   |   |   |   |
|     |   | $      | 125,857 |   |   | $      | 80,789 |   |   | $ | 46,306 |   |

|            |   | 2010   |   |   | 2009   |   |   | 2008   |   |
|-----------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
| Current:        |   |   |   |   |   |   |   |   |   |
| Federal         |   | $      | 36,482 |   |   | $      | 23,896 |   |   | $ | 11,932 |   |
| State and local |   |   | 8,253  |   |   |   | 4,403  |   |   |   | 2,548 |   |
| Foreign         |   |   | 6,195  |   |   |   | 4,310  |   |   |   | 2,609 |   |
|            |   |   | 50,930 |   |   |   | 32,609 |   |   |   | 17,089 |   |
| Deferred:       |   |   |   |   |   |   |   |   |   |   |   |   |
| Federal         |   |   | (651   | )      |   |   | (1,748 | )      |   |   | 1,114 |   |
| State and local |   |   | (147   | )      |   |   | (179   | )      |   |   | 127 |   |
|            |   |   | (798   | )      |   |   | (1,927 | )      |   |   | 1,241 |   |
|            |   |   |   |   |   |   |   |   |   |   |   |   |
|            |   | $      | 50,132 |   |   | $      | 30,682 |   |   | $ | 18,330 |   |

|                                                                                                       |   | December 31, |    |
|------------------------------------------------------------------------------------------------------------|--------|--------------|---------|
|                                                                                                       |   | 2010         |    |   | 2009 |   |   | 2008 |   |
|                                                                                                       |   |         |    |   |   |   |   |   |   |   |   |   |
| Income taxes at federal statutory rate                                                                     |   |         | 35.0    | % |   |   | 35.0 | % |   |   | 35.0 | % |
| State and local income taxes - net of federal income tax benefit                                           |   |         | 3.9     |   |   |   | 2.9 |   |   |   | 3.0 |   |
| Nondeductible items                                                                                        |   |         | 0.2     |   |   |   | 0.2 |   |   |   | 0.4 |   |
| Valuation allowance                                                                                        |   |         | 0.5     |   |   |   | — |   |   |   | 0.9 |   |
| One-time adjustment for filing prior years’ NY State and NY City amended returns on a combined basis |   |         | — |   |   |   | — |   |   |   | 0.7 |   |
| Other                                                                                                      |   |         | 0.2     |   |   |   | (0.1 | ) |   |   | (0.4 | ) |
|                                                                                                       |   |         |    |   |   |   |   |   |   |   |   |   |
| Effective rate                                                                                             |   |         | 39.8    | % |   |   | 38.0 | % |   |   | 39.6 | % |

----

|                                           |   | December 31, |   |
|------------------------------------------------|--------|--------------|--------|
|                                           |   | 2010         |   |   | 2009 |   |
| Current deferred tax assets:                   |   |         |   |   |   |   |
| Receivable allowances                          |   | $            | 6,068  |   |   | $ | 5,449 |   |
| Inventory                                      |   |         | 1,341  |   |   |   | 1,097 |   |
| Unrealized (gain) loss                         |   |         | (60    | ) |   |   | (139 | ) |
| Accrued expenses                               |   |         | 1,729  |   |   |   | 1,653 |   |
| Other                                          |   |         | 1,094  |   |   |   | 1,187 |   |
|                                           |   |         |   |   |   |   |   |   |
| Gross current deferred tax asset               |   |         | 10,172 |   |   |   | 9,247 |   |
| Valuation allowance                            |   |         | (1,094 | ) |   |   | (468 | ) |
|                                           |   |         |   |   |   |   |   |   |
|                                           |   |         | 9,078  |   |   |   | 8,779 |   |
| Non-current deferred tax assets (liabilities): |   |         |   |   |   |   |   |   |
| Depreciation and amortization                  |   |         | 5,161  |   |   |   | 4,660 |   |
| Deferred compensation                          |   |         | 2,583  |   |   |   | 1,612 |   |
| Deferred rent                                  |   |         | 2,174  |   |   |   | 2,006 |   |
| Amortization of goodwill                       |   |         | (2,142 | ) |   |   | (1,158 | ) |
| Other                                          |   |         | 68     |   |   |   | 423 |   |
|                                           |   |         |   |   |   |   |   |   |
|                                           |   |         | 7,844  |   |   |   | 7,543 |   |
|                                           |   |         |   |   |   |   |   |   |
| Deferred tax assets                            |   | $            | 16,922 |   |   | $ | 16,322 |   |

----

| [1]    | Legal proceedings: |
|--------|--------------------|
|   |               |   |
|   |               |   |
|   | (a)                | On June 24, 2009, The Center For Environmental Health filed a lawsuit, Center for Environmental Health v. Lulu NYC, LLC, Steve Madden, Ltd., Steve Madden Retail, Inc., et al., Case No. RG09459448, in California Superior Court, Alameda County, against the Company and dozens of other California retailers and vendors of leather, vinyl and/or imitation leather handbags, belts and shoes alleging that the retailers and vendors failed to warn that certain of such products may expose California citizens to lead and lead compounds. The parties agreed to resolve all claims alleged in the litigation pursuant to a consent judgment, the terms of which are not material to the Company’s Consolidated Financial Statements. The consent judgment was approved and entered by the court on June 1, 2010 and, therefore, the litigation is concluded. |
|   |               |   |
|   | (b)                | On June 24, 2009, a class action lawsuit, Shahrzad Tahvilian, et al. v. Steve Madden Retail, Inc. and Steve Madden, Ltd., Case No. BC 414217, was filed in the Superior Court of California, Los Angeles County, against the Company and its wholly-owned subsidiary alleging violations of California labor laws. The parties submitted the dispute to private mediation and, on August 31, 2010, reached a settlement on all claims. The court has granted preliminary approval of the settlement. The claims administrator for the class action is currently preparing to send a notice of the settlement to all class members. Once all of the class members’ claims have been received and approved, the settlement will submitted to the court for final approval. Based on the proposed settlement, the Company increased its reserve for this claim from $1,000 to $2,750 in the third quarter of 2010. |
|   |               |   |
|   | (c)                | On August 10, 2005, following the conclusion of an audit of the Company conducted by auditors for U.S. Customs and Border Protection (“U.S. Customs”) during 2004 and 2005, U.S. Customs issued a report that asserts that certain commissions that the Company treated as “buying agents’ commissions” (which are non-dutiable) should be treated as “selling agents’ commissions” and hence are dutiable. Subsequently, U.S. Immigration and Customs Enforcement notified the Company’s legal counsel that a formal investigation of the Company’s importing practices had been commenced as a result of the audit. In September of 2007, U.S. Customs notified the Company that it had finalized its assessment of the underpaid duties at $1,400. The Company, with the advice of legal counsel, evaluated the liability in the case, including additional duties, interest and penalties, and believed that it was not likely to exceed $3,045, and accordingly, a reserve for this amount was recorded as of December 31, 2009. The Company contested the conclusions of the U.S. Customs audit and filed a request for review and issuance of rulings thereon by U.S. Customs Headquarters, Office of Regulations and Rulings, under internal advice procedures. On September 20, 2010, the Company was advised by legal counsel that U.S. Customs had issued a ruling in the matter, concluding that the commissions paid by the Company pursuant to buying agreements entered into by the Company and one of its two buying agents under review were bona fide buying-agent commissions and, therefore, were non-dutiable. With respect to the second buying agent, U.S. Customs also ruled that beginning in February of 2002, commissions paid by the Company were bona fide buying agent commissions and, therefore, were non-dutiable. However, U.S. Customs found that the Company’s pre-2002 buying agreements with the second agent were legally insufficient to substantiate a buyer-buyer’s agent relationship between the Company and the agent and that commissions paid to the second agent under such buying agreements, in fact, were dutiable. U.S. Customs has not made a formal claim for collection of the duties allegedly owed. At the request of U.S. Customs, the Company has waived the statute of limitations for the collection of the duties allegedly owed until December 5, 2013. The Company is reviewing the ruling, its consequences and the Company’s options with its legal counsel. On the basis of the U.S. Customs ruling, the Company reevaluated the liability in the case and believes that it is not likely to exceed $1,248 and the reserve was reduced from $3,045 to such amount as of September 30, 2010. |

----

|   | (d) | The Company has been named as a defendant in certain other lawsuits in the normal course of business. In the opinion of management, after consulting with legal counsel, the liabilities, if any, resulting from these matters should not have a material effect on the Company’s financial position or results of operations. It is the policy of management to disclose the amount or range of reasonably possible losses in excess of recorded amounts. |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| [2]    | Employment agreements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Effective January 1, 2011, the Company entered into an employment agreement with Amelia Newton Varela, the Company’s Executive Vice President of Wholesale, to replace an existing employment agreement that expired at the end of 2010. The agreement provides for an annual salary of $450 through December 31, 2013 and provides the opportunity for annual cash incentive bonuses. In addition, on February 1, 2011, Ms. Varela received an option to purchase 100,000 shares of common stock which will vest in equal annual installments over a four-year period commencing on the first anniversary of the grant date.                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Effective January 1, 2011, the Company entered into a new employment agreement with Awadhesh Sinha, the Company’s Chief Operating Officer, to replace an existing employment agreement that expired at the end of 2010. The agreement provides for an annual salary of $575 through December 31, 2013. In addition, on December 1, 2010, Mr. Sinha received a grant of 35,000 shares of restricted common stock which will vest in equal annual installments over a three-year period commencing on the first anniversary of the grant date. Additional compensation and bonuses, if any, are at the absolute discretion of the Board of Directors.                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Effective December 14, 2009, the Company amended its employment agreement with Steven Madden, the Company’s Creative and Design Chief, to extend his existing employment agreement, which was due to expire June 30, 2015. The amendment extends the term of Mr. Madden’s employment through December 31, 2019. The agreement provides for an annual salary of $600, subject to certain specified adjustments, through December 31, 2019. The agreement also provides for annual cash bonuses based on EBITDA, on revenue for any new business, and royalty income over $2,000, and, under certain conditions, an annual option grant at exercise prices equal to the market price on the date of grant. In addition, the agreement provides that Mr. Madden shall receive a non-accountable annual expense allowance of $200. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | On November 6, 2009, the Company entered into a new employment agreement with Edward R. Rosenfeld, the Company’s Chief Executive Officer and the Chairman of the Board of Directors, to replace an existing employment agreement that was due to expire on December 31, 2009. The agreement, which expires on December 31, 2012, provides for an annual salary of $400 through December 31, 2009, $500 in 2010, $525 in 2011 and $551 in 2012. In addition, Mr. Rosenfeld received a grant of 75,000 shares of restricted common stock which vests in equal annual installments over a five-year period commencing on the first anniversary of the grant date.                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Effective October 7, 2009, the Company entered into a new employment agreement with Robert Schmertz, the Company’s Brand Director, to replace an existing employment agreement that expired at the end of 2009. The new agreement, which expires on December 31, 2012, provides for an annual salary of $600 through December 31, 2009, and $660 for the duration of the term. Additional compensation and bonuses, if any, are at the sole discretion of the Board of Directors. In addition, Mr. Schmertz received an option to purchase 75,000 shares of the Company’s common stock which will vest in equal annual installments over five years commencing on the first anniversary of the date of grant.                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

----

|   | Effective October 7, 2009, the Company amended its employment agreement with Arvind Dharia, the Company’s Chief Financial Officer, to, among other things, extend the term of his existing employment agreement, which was due to expire at the end of 2009, to December 31, 2011 and increase Mr. Dharia’s annual base salary to $528. The agreement as amended provides for an annual bonus at the discretion of the Board of Directors.                                                                                             |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | The Company has employment agreements with other executives (the “executives”) which expire between June 30, 2011 and December 31, 2013. Some of these agreements provide for cash bonuses at the discretion of the Board of Directors, and some provide for cash bonuses based primarily upon a percentage of year-to-year increases in earnings before interest, taxes, depreciation and amortization, option grants and non-accountable expense allowances as defined. Base salary commitments for these executives are as follows: |

| 2011   |   | $      | 2,804 |   |
|--------|--------|--------|-------|--------|
| 2012   |   |   | 1,817 |   |
| 2013   |   |   | 425   |   |
|   |   | $      | 5,046 |   |

|   | In connection with their employment agreements, two executives received an aggregate of 47,000 and one executive received 75,000 shares of restricted common stock from the Company in 2010 and 2009, respectively. In addition, five executives received several grants prior to 2008 that vested in 2008 through 2010. The restricted shares vest equally each year over a period of between four to five years and, accordingly, the Company has recorded a charge to operations in the amount of $1,581, $1,675 and $1,614 for the years ended December 31, 2010, 2009 and 2008, respectively.      |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| [3]    | Letters of credit:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | At December 31, 2010, the Company had open letters of credit for the purchase of imported merchandise of approximately $1,956.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| [4]    | License agreements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | On January 1, 2010, the Company entered into a license agreement with Jones Investment Co. Inc., under which the Company has the right to use the GLO Jeans® trademark in connection with the sale and marketing of women’s footwear exclusively to K-Mart. The agreement requires the Company to pay the licensor a royalty and advertising payments equal to a percentage of net sales and a minimum royalty and advertising payment in the event that specified net sales targets are not achieved. The agreement expires on December 31, 2012.                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | In September 2009, the Company entered into a license agreement with Dualstar Entertainment Group, LLC, under which the Company has the right to use the Olsenboye® trademark in connection with the sale and marketing of footwear and accessories. The agreement requires the Company to make royalty and advertising payments equal to a percentage of net sales and a minimum royalty and advertising payment in the event that specified net sales targets are not achieved. The agreement expires on December 31, 2011, with one two-year renewal period if certain provisions are met. |

----

|   | On September 10, 2008, the Company entered into a license agreement with Dualstar Entertainment Group, LLC, under which the Company has the right to use the Elizabeth and James® trademark in connection with the sale and marketing of footwear. The agreement requires the Company to make royalty and advertising payments equal to a percentage of net sales and a minimum royalty and advertising payment in the event that specified net sales targets are not achieved. The agreement expires on March 31, 2012, with one three-year renewal period if certain provisions are met.                        |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | On July 1, 2008, the Company entered into a license agreement with Jones Investment Co. Inc., under which the Company has the right to use the l.e.i.® trademark in connection with the sale and marketing of women’s footwear exclusively to Wal-Mart. The agreement requires the Company to pay the licensor a royalty and advertising payments equal to a percentage of net sales and a minimum royalty and advertising payment in the event that specified net sales targets are not achieved. The agreement expires on December 31, 2011, with one three-year renewal period if certain provisions are met. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | On March 28, 2007, the Company, through its Accessories Division, entered into a license agreement to design, manufacture and distribute handbags and belts and related accessories under the DF Daisy Fuentes® and the Daisy Fuentes® brands. The agreement requires the Company to pay the licensor a royalty and brand management fees based on a percentage of net sales and a minimum royalty in the event that specified net sales targets are not achieved. The agreement expires on December 31, 2012.                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | Royalty expenses are included in the “cost of goods sold” section of the Company’s Consolidated Statements of Income. Aggregate minimum future royalties excluding renewal options, under these agreements are as follows:                                                                                                                                                                                                                                                                                                                                                                                |

| Year EndingDecember 31, |   |   |   |
|-------------------------|--------|--------|--------|
| 2011                    |   | $      | 2,081  |   |
| 2012                    |   |   | 253    |   |
|                    |   | $      | 2,334  |   |

| [5]    | Related Party Transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | In January 2004, the Company entered into an agreement with JLM Consultants, a company wholly owned by John Madden, one of the Company’s directors and the brother of Steven Madden, the Company’s founder and Creative and Design Chief. Under this agreement, Mr. Madden provides consulting services with respect to the development of international sales of the Company. Pursuant to this agreement, JLM Consultants received a fee and expenses of $1,006, $760 and $760 in 2010, 2009 and 2008, respectively, in addition to fees that Mr. Madden received for service to the Company as a director.  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | In July 2001, the Company entered into a consulting agreement with Peter J. Solomon & Company (“Solomon”), a financial advisory firm of which Marc Cooper, a former director of the Company from July 2001 through February of 2008, is a managing director. Under this agreement, the firm provided financial advisory and investment banking services to the Company. This agreement, which was amended in March 2004, was terminated on July 11, 2006. The Company paid fees and expenses of $46 to Solomon in 2008 for limited consulting engagements while Mr. Cooper was a director of the Company. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

----

| [6]    | Concentrations:                                                                                                                                                                                                                                        |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                   |
|   | The Company maintains cash and cash equivalents with various major financial institutions which at times are in excess of the amount insured. In addition, the Company’s marketable securities are principally held at four brokerage companies. |
|   |                                                                                                                                                                                                                                                   |
|   | During the year ended December 31, 2010, the Company purchased approximately 13% and 12% of its merchandise from two suppliers in China. Total product purchases from China for the year ended December 31, 2010 was approximately 89%.                |
|   |                                                                                                                                                                                                                                                   |
|   | During the year ended December 31, 2009, the Company purchased approximately 24%, 14% and 11% of its merchandise from three suppliers in China. Total purchases from China for the year ended December 31, 2009 was approximately 84%.                 |
|   |                                                                                                                                                                                                                                                   |
|   | During the year ended December 31, 2008, the Company purchased approximately 21%, 14% and 10% of its merchandise from three suppliers in China. Total purchases from China for the year ended December 31, 2008 was approximately 93%.                 |
|   |                                                                                                                                                                                                                                                   |
|   | Sales to one customer accounted for 10% of total net sales for the year ended December 31, 2010. Three other customers represented 12%, 12% and 11% of accounts receivable at December 31, 2010.                                                  |
|   |                                                                                                                                                                                                                                                   |
|   | Sales to one customer accounted for 11% of total net sales for the year ended December 31, 2009. Three other customers represented 14%, 13% and 10% of accounts receivable at December 31, 2009.                                                       |
|   |                                                                                                                                                                                                                                                   |
|   | Sales to one customer accounted for 10% of total net sales for the year ended December 31, 2008. This customer represented 15% while two other customers represented 15% and 11% of accounts receivable at December 31, 2008.                          |
|   |                                                                                                                                                                                                                                                   |
|   | Sales to such customers are included in the Wholesale segment (see Note O). Purchases are made primarily in United States dollars.                                                                                                                |
|   |                                                                                                                                                                                                                                                   |
| [7]    | Valuation and qualifying accounts:                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                   |
|   | The following is a summary of the allowance for doubtful accounts related to accounts receivable and the allowance for chargebacks related to the amount Due from Factor for the years ended December 31:                                              |

|                         |   | 2010   |    |   | 2009   |   |    | 2008   |   |
|------------------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
|                         |   |   |    |   |   |   |    |   |   |   |   |   |
| Balance at beginning of year |   | $      | 13,682  |   |   | $      | 11,301  |   |   | $ | 15,446 |   |
| Charged to reserve           |   |   | — |   |   |   | — |   |   |   | (4,145 | ) |
| Increase in reserve          |   |   | 1,576   |   |   |   | 2,381   |   |   |   | — |   |
|                         |   |   |    |   |   |   |    |   |   |   |   |   |
| Balance at end of year       |   | $      | 15,258  |   |   | $      | 13,682  |   |   | $ | 11,301 |   |

----

|   | The following is a summary of goodwill and the related accumulated amortization for the years ended December 31: |
|--------|------------------------------------------------------------------------------------------------------------------|

|                                        |   | 2010   |    |   | 2009   |   |    | 2008   |   |
|---------------------------------------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
| Cost basis                                  |   |   |    |   |   |   |    |   |   |
| Balance at beginning of year                |   | $      | 24,911  |   |   | $      | 24,172  |   |   | $ | 16,520 |   |
| Acquisitions and purchase price adjustments |   |   | 14,300  |   |   |   | 739     |   |   |   | 7,652 |   |
| Write-off of impaired assets                |   |   | — |   |   |   | — |   |   |   | — |   |
| Balance at end of year                      |   |   | 39,211  |   |   |   | 24,911  |   |   |   | 24,172 |   |
|                                        |   |   |    |   |   |   |    |   |   |   |   |   |
| Accumulated amortization                    |   |   |    |   |   |   |    |   |   |   |   |   |
| Balance at beginning of year                |   |   | 598     |   |   |   | 598     |   |   |   | 598 |   |
| Write-off of impaired assets                |   |   | — |   |   |   | — |   |   |   | — |   |
| Balance at end of year                      |   |   | 598     |   |   |   | 598     |   |   |   | 598 |   |
|                                        |   |   |    |   |   |   |    |   |   |   |   |   |
| Goodwill                                    |   | $      | 38,613  |   |   | $      | 24,313  |   |   | $ | 23,574 |   |

----

| Year ended,                          |   | WholesaleFootwear |    | WholesaleAccessories |   | Total Wholesale |   | Retail |    | First Cost |   | Licensing |   | Consolidated |    |
|--------------------------------------|--------|-------------------|---------|----------------------|--------|-----------------|--------|--------|---------|------------|--------|-----------|--------|--------------|---------|
| December 31, 2010:                   |   |              |    |                 |   |            |   |   |    |       |   |      |   |         |    |
| Net sales to external customers      |   | $                 | 402,567 |                 | $      | 98,548          |   | $      | 501,115 |       | $      | 134,303   |   |         |    |   |   | $ | 635,418 |   |
| Gross profit                         |   |              | 156,603 |                 |   | 37,926          |   |   | 194,529 |       |   | 81,325    |   |         |    |   |   |   | 275,854 |   |
| Commissions and licensing fees - net |   |              | — |                 |   | —         |   |   | — |       |   | —   |   | $            | 17,258  |   | $ | 5,371 |   |   | 22,629 |   |
| Income from operations               |   |              | 75,543  |                 |   | 14,323          |   |   | 89,866  |       |   | 9,129     |   |         | 17,258  |   |   | 5,371 |   |   | 121,624 |   |
| Depreciation and amortization        |   |              |    |                 |   |            |   |   | 5,164   |       |   | 4,631     |   |         | 204     |   |   | — |   |   | 9,999 |   |
| Segment assets                       |   | $                 | 268,544 |                 | $      | 71,856          |   |   | 340,400 |       |   | 65,835    |   |         | 41,461  |   |   | — |   |   | 447,696 |   |
| Capital expenditures                 |   |              |    |                 |   |            |   | $      | 1,020   |       | $      | 2,404     |   | $            | — |   | $ | — |   | $ | 3,424 |   |
|                                 |   |              |    |                 |   |            |   |   |    |       |   |      |   |         |    |   |   |   |   |   |   |   |
| December 31, 2009:                   |   |              |    |                 |   |            |   |   |    |       |   |      |   |         |    |   |   |   |   |   |   |   |
| Net sales to external customers      |   | $                 | 309,439 |                 | $      | 70,406          |   | $      | 379,845 |       | $      | 123,705   |   |         |    |   |   |   |   | $ | 503,550 |   |
| Gross profit                         |   |              | 123,172 |                 |   | 23,741          |   |   | 146,913 |       |   | 69,276    |   |         |    |   |   |   |   |   | 216,189 |   |
| Commissions and licensing fees - net |   |              | — |                 |   | —         |   |   | — |       |   | —   |   | $            | 16,803  |   | $ | 3,125 |   |   | 19,928 |   |
| Income (loss) from operations        |   |              | 51,360  |                 |   | 9,199           |   |   | 60,559  |       |   | (1,519    | )      |         | 16,803  |   |   | 3,125 |   |   | 78,968 |   |
| Depreciation and amortization        |   |              |    |                 |   |            |   |   | 4,166   |       |   | 5,197     |   |         | 197     |   |   | — |   |   | 9,560 |   |
| Segment assets                       |   | $                 | 225,533 |                 | $      | 42,372          |   |   | 267,905 |       |   | 51,774    |   |         | 7,180   |   |   | — |   |   | 326,859 |   |
| Capital expenditures                 |   |              |    |                 |   |            |   | $      | 1,249   |       | $      | 2,150     |   | $            | — |   | $ | — |   | $ | 3,399 |   |
|                                 |   |              |    |                 |   |            |   |   |    |       |   |      |   |         |    |   |   |   |   |   |   |   |
| December 31, 2008:                   |   |              |    |                 |   |            |   |   |    |       |   |      |   |         |    |   |   |   |   |   |   |   |
| Net sales to external customers      |   | $                 | 264,479 |                 | $      | 66,928          |   | $      | 331,407 |       | $      | 125,639   |   |         |    |   |   |   |   | $ | 457,046 |   |
| Gross profit                         |   |              | 92,903  |                 |   | 23,478          |   |   | 116,381 |       |   | 70,443    |   |         |    |   |   |   |   |   | 186,824 |   |
| Commissions and licensing fees - net |   |              | — |                 |   | —         |   |   | — |       |   | —   |   | $            | 11,567  |   | $ | 2,727 |   |   | 14,294 |   |
| Income (loss) from operations        |   |              | 25,699  |                 |   | 9,089           |   |   | 34,788  |       |   | (4,176    | )      |         | 11,567  |   |   | 2,727 |   |   | 44,906 |   |
| Depreciation and amortization        |   |              |    |                 |   |            |   |   | 3,751   |       |   | 5,295     |   |         | 55      |   |   |   |   |   | 9,101 |   |
| Segment assets                       |   | $                 | 159,133 |                 | $      | 36,453          |   |   | 195,586 |       |   | 52,536    |   |         | 36,571  |   |   | — |   |   | 284,693 |   |
| Capital expenditures                 |   |              |    |                 |   |            |   | $      | 3,551   |       | $      | 4,707     |   | $            | 56      |   | $ | — |   | $ | 8,314 |   |

|          |   | 2010   |    |   | 2009   |   |    | 2008   |   |
|---------------|--------|--------|---------|--------|--------|--------|---------|--------|--------|
| Domestic      |   | $      | 600,637 |   |   | $      | 481,495 |   |   | $ | 457,046 |   |
| International |   |   | 34,781  |   |   |   | 22,055  |   |   |   | — |   |
|          |   |   |    |   |   |   |    |   |   |   |   |   |
| Total         |   | $      | 635,418 |   |   | $      | 503,550 |   |   | $ | 457,046 |   |

----

|                                                |   | March 31, |    |   | June 30, |   |    | September 30, |   |   | December 31, |   |
|-----------------------------------------------------|--------|-----------|---------|--------|----------|--------|---------|---------------|--------|--------|--------------|--------|
| 2010:                                               |   |      |    |   |     |   |    |          |   |   |         |   |
| Net sales                                           |   | $         | 131,608 |   |     | $      | 158,664 |          |   | $      | 184,118      |   |   | $ | 161,028 |   |
| Cost of sales                                       |   |      | 71,671  |   |     |   | 89,815  |          |   |   | 106,610      |   |   |   | 91,468 |   |
| Gross profit                                        |   |      | 59,937  |   |     |   | 68,849  |          |   |   | 77,508       |   |   |   | 69,560 |   |
| Commissions, royalty and licensing fee income - net |   |      | 6,184   |   |     |   | 5,229   |          |   |   | 6,587        |   |   |   | 4,629 |   |
| Net income                                          |   | $         | 15,385  |   |     | $      | 19,799  |          |   | $      | 22,916       |   |   | $ | 17,625 |   |
| Net income per share:                               |   |      |    |   |     |   |    |          |   |   |         |   |   |   |   |   |
| Basic                                               |   |      | 0.56    |   |     |   | 0.72    |          |   |   | 0.83         |   |   |   | 0.63 |   |
| Diluted                                             |   |      | 0.55    |   |     |   | 0.70    |          |   |   | 0.81         |   |   |   | 0.62 |   |
|                                                |   |      |    |   |     |   |    |          |   |   |         |   |   |   |   |   |
| 2009:                                               |   |      |    |   |     |   |    |          |   |   |         |   |   |   |   |   |
| Net sales                                           |   | $         | 107,429 |   |     | $      | 116,472 |          |   | $      | 140,138      |   |   | $ | 139,511 |   |
| Cost of sales                                       |   |      | 63,942  |   |     |   | 66,909  |          |   |   | 78,462       |   |   |   | 78,048 |   |
| Gross profit                                        |   |      | 43,487  |   |     |   | 49,563  |          |   |   | 61,676       |   |   |   | 61,463 |   |
| Commissions, royalty and licensing fee income - net |   |      | 2,905   |   |     |   | 7,362   |          |   |   | 5,726        |   |   |   | 3,935 |   |
| Net income                                          |   | $         | 6,577   |   |     | $      | 12,144  |          |   | $      | 17,831       |   |   | $ | 13,555 |   |
| Net income per share:                               |   |      |    |   |     |   |    |          |   |   |         |   |   |   |   |   |
| Basic                                               |   |      | 0.25    |   |     |   | 0.45    |          |   |   | 0.66         |   |   |   | 0.50 |   |
| Diluted                                             |   |      | 0.24    |   |     |   | 0.44    |          |   |   | 0.64         |   |   |   | 0.49 |   |

----

| 2.01   |   | Stock Purchase Agreement dated February 10, 2010 between the Company and Jeremy Bassan (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010 filed with the Securities and Exchange Commission on November 9, 2010)                                                                                                                                                                                          |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2.02   |   | Restructuring Agreement dated October 5, 2010 among the Company, BJ Acquisition LLC, BJ Agent LLC, Betsey Johnson LLC, Betsey Johnson (UK) Limited, Betsey Johnson Canada Ltd., BJ Vines, Inc., Betsey Johnson, Chantal Bacon, Castanea Family Investments, LLC, Castanea Family Holdings, LLC and Castanea Partners Fund III, L.P. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2010) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.01   |   | Certificate of Incorporation of Steven Madden, Ltd. (incorporated by reference to Exhibit 1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 23, 1998)                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.02   |   | Amended & Restated By-Laws of Steven Madden, Ltd. (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2008)                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.01   |   | Specimen Certificate for shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form SB-2/A filed with the Securities and Exchange Commission on September 29, 1993)                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.02   |   | Rights Agreement dated November 14, 2001 between the Company and American Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2001)                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.01  |   | Second Amended and Restated Secured Promissory Note dated April 6, 2009 of Steven Madden to the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 10, 2009)                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.02  |   | Consulting Agreement effective August 1, 2004 among the Company, John Madden and J.L.M. Consultants Inc., as amended by Amendment No. 1 dated March 10, 2005 and Amendment No. 2 dated April 14, 2005 (incorporated by reference to Exhibits 10.9, 10.10 and 10.11 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2005 filed with the Securities and Exchange Commission on March 14, 2006)                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.03  |   | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010 filed with the Securities and Exchange Commission on November 9, 2010)                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.04  |   | Amendment to Collection Agency Agreement dated February 16, 2010 between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on March 12, 2010)                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.05  |   | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Daniel Friedman & Associates, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.06  |   | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Diva Acquisition Corp. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.07  |   | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Steven Madden Retail, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.08  |   | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Stevies, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)                                                                                                                                                                                                                            |

----

| 10.09  |   | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and SML Acquisition Corp. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)                                                                                                              |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.10  |   | Letter Agreement dated July 10, 2009 among Rosenthal & Rosenthal, Inc., the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009)  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.11  |   | Guarantee dated July 10, 2009 of the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. in favor of Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009) |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.12  |   | Earn-Out Agreement dated February 10, 2010 among the Company, Jeremy Bassan and Big Buddha, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2010)                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.13  |   | Purchase and Sale Agreement for Distressed Trades dated August 26, 2010 between BJ Acquisition LLC and Paradox Lending LLC (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010 filed with the Securities and Exchange Commission on November 9, 2010)                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.14  |   | Third Amended Employment Agreement dated July 15, 2005 between the Company and Steven Madden (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2005)                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.15  |   | Amendment dated December 14, 2009 to Third Amended Employment Agreement between the Company and Steven Madden (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2009)                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.16  |   | Employment Agreement dated January 1, 1998 between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.07 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2000 filed with the Securities and Exchange Commission on March 30, 2001)#                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.17  |   | Amendment No. 1 dated June 29, 2001 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 99.4 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2001 filed August 14, 2001)#                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.18  |   | Amendment No. 2 dated October 30, 2002 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2002 filed with the Securities and Exchange Commission on November 14, 2002)#                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.19  |   | Amendment No. 3 dated February 1, 2006 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 3, 2006)#                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.20  |   | Amendment No. 4 dated October 7, 2009 to Employment Agreement of Arvind Dharia between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2009)#                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.21  |   | Employment Agreement dated June 15, 2005 between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2005)#                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.22  |   | Amendment No. 1 dated November 6, 2007 to Employment Agreement between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2007)#                                                                                                                      |

----

| 10.23  |   | Amendment No. 2 dated October 14, 2008 and effective October 1, 2008 to Employment Agreement between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 20, 2008)#                                                                                      |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.24  |   | Employment Agreement dated December 1, 2010 between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2010)#                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.25  |   | Amendment dated February 25, 2011 to Employment Agreement dated December 1, 2010 between the Company and Awadhesh Sinha†#                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.26  |   | Employment Agreement dated October 7, 2009 between the Company and Robert Schmertz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2009)#                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.27  |   | Employment Agreement effective as of April 29, 2008 between the Company and Amelia Newton Varela (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended March 31, 2010 filed with the Securities and Exchange Commission on May 7, 2010)#                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.28  |   | Employment Agreement dated January 31, 2011 between the Company and Amelia Newton Varela (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 2, 2011)#                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.29  |   | Employment Agreement dated November 6, 2009 between the Company and Edward R. Rosenfeld (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2009)#                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.30  |   | Amendment No. 1 dated March 8, 2010 to Employment Agreement between the Company and Edward R. Rosenfeld (incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on March 12, 2010)#                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.31  |   | The 1999 Stock Plan, approved and adopted on March 15, 1999, amended as of March 20, 2000 and March 30, 2001 (incorporated by reference to Exhibit 10.A to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 26, 2004)#                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.32  |   | 2006 Stock Incentive Plan (Amended and Restated Effective May 22, 2009), approved and adopted on May 22, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 2009)#                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.33  |   | Form of Non-Qualified Stock Option Agreement (Chief Executive Officer) under the Company’s 2006 Stock Incentive Plan, as amended, as adopted October 30, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.34  |   | Form of Non-Qualified Stock Option Agreement (Employee without Employment Agreement) under the Company’s 2006 Stock Incentive Plan, as adopted October 30, 2007 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)# |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.35  |   | Form of Non-Qualified Stock Option Agreement (Employee with Employment Agreement) under the Company’s 2006 Stock Incentive Plan, as adopted October 30, 2007 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.36  |   | Form of Restricted Stock Agreement (Chief Executive Officer) under the Company’s 2006 Stock Incentive Plan, as adopted October 30, 2007 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.37  |   | Form of Restricted Stock Agreement (Employee without Employment Agreement) under the Company’s 2006 Stock Incentive Plan, as adopted October 30, 2007 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#           |

----

| 10.38  |   | Form of Restricted Stock Agreement (Employee with Employment Agreement) under the Company’s 2006 Stock Incentive Plan, as adopted October 30, 2007 (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#                                                                                                                                  |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.39  |   | Form of Restricted Stock Agreement under the Company’s 2006 Stock Incentive Plan used for grants made to non- employee directors from March 2006 through May 2007, with a schedule setting forth the name of each of the recipients, the date of the grant and the number of shares (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)# |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.40  |   | Restricted Stock Agreement dated June 9, 2006 between Steven Madden and the Company (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.41  |   | Restricted Stock Agreement dated March 6, 2007 between Arvind Dharia and the Company (incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.42  |   | Restricted Stock Agreement dated March 9, 2007 between Robert Schmertz and the Company (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2007 filed with the Securities and Exchange Commission on November 9, 2007)#                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 21.01  |   | Subsidiaries of the Registrant†                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 23.01  |   | Consent of EisnerAmper LLP†                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 24.01  |   | Power of Attorney (included on signature page hereto)                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 31.01  |   | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 31.02  |   | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002†                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 32.01  |   | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 32.02  |   | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002†                                                                                                                                                                                                                                                                                                                                                              |

| † | Filed herewith. |
|---------|-----------------|

| # | Indicates management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(b) of this Annual Report on Form 10-K. |
|---|--------------------------------------------------------------------------------------------------------------------------------------------------------|

----