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 Am