AMENDMENT No. 4 TO EMPLOYMENT AGREEMENT

Exhibit 10.2

AMENDMENT No. 4 TO EMPLOYMENT AGREEMENT

          This Amendment #4 dated as of October 7, 2009 (the “Amendment”) to that certain Employment Agreement, by and between Steven Madden, Ltd., a Delaware corporation (the “Company”) and Arvind Dharia (the “Executive”) , as amended.

W I T N E S S E T H:

           WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated as of January 1, 1998, as amended by Amendment No. 1 dated June 29, 2001, and as amended by Amendment No. 2 dated as of October 30, 2002, and as amended by Amendment No. 3 dated as of February 1, 2006, (collectively, the “Original Agreement”), a copy of which is attached hereto as Exhibit A; and

           WHEREAS, the Executive and the Company desire to amend the Original Agreement.

           NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the receipt and sufficiency of which are here