On April 6, 2009, Steven Madden, the Creative and Design Chief and a principal stockholder of Steven Madden, Ltd. (the “Company”), executed and delivered to the Company that certain Second Amended and Restated Secured Promissory Note payable to the Company in the original principal amount of Three Million ($3,000,000) Dollars (the “Second Amended and Restated Note”). The Second Amended and Restated Note amends and restates that certain Amended and Restated Secured Promissory Note, dated December 19, 2007, payable by Madden to the Company in the original principal amount of Three Million ($3,000,000) Dollars (the “Prior Note”). The Second Amended and Restated Note provides for (i) a due date of the earlier of the date that Mr. Madden ceases to be employed by the Company and June 30, 2015 (the “Maturity Date”) and (ii) interest to accrue at the rate of 8% per annum from June 25, 2007 until April 6, 2009, and at the rate of 6% per annum from April 7, 2009 until the Maturity Date. Further, pursuant to the Second Amended and Restate Note, Madden pledged, assigned and granted a first priority security interest in 510,000 of his shares of common stock of the Company as security for the performance of his obligations under the Prior Note.

          The foregoing description of the Second Amended and Restated Note is qualified in its entirety by reference to the full text of the Second Amended and Restated Note, as filed as Exhibit 10.1 hereto, which is incorporated by reference herein.