THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Steven Madden, Ltd. (SHOO)

4/28/2006 Proxy Information

John Madden is the brother of Steven Madden, the Company's founder and Creative and Design Chief.

Mr. Birnbaum has been the Product Development Manager of Dolphin Shoe Company since August 1982. Dolphin is one of Steven Madden, Ltd.'s domestic suppliers.

In July 2001, the Company entered into a consulting agreement with Peter J. Solomon & Company, a financial advisory firm of which Marc S. Cooper, one of the Company's directors, is a managing director. Under this agreement, the firm provided financial advisory and investment banking services to the Company. This agreement was amended in March 2004. The amended agreement expired on March 31, 2005, but pursuant to its terms has been automatically renewed until such time that the Company terminates it. Pursuant to this agreement, the Company paid fees and expenses to Peter J. Solomon & Company of $161,000, $33,000 and $150,000 for 2004, 2003 and 2002 respectively. Under the amended agreement, the Company paid fees to Peter J. Solomon & Company in the amount of $161,000 during 2004 and $50,000 plus expenses incurred during 2005. In addition, the Company retained Peter J. Solomon & Company as an advisor in connection with the Company's acquisition of all the capital stock of each of Daniel M. Friedman & Associates, Inc. and DMF International, Ltd. In February 2006, the Company paid Peter J. Solomon & Company an advisory fee in the amount equal to $412,000 for services and expenses provided in connection with such acquisition.

In October 2002, the Company entered into an agreement with Jeffrey Birnbaum, one of the Company's directors. Under this agreement, Mr. Birnbaum provided consulting services with respect to the designing and manufacturing of shoes and general consulting services to the Company, pursuant to which, Mr. Birnbaum received a fee of $200,000 in 2005. In addition, Mr. Birnbaum received fees for service to the Company as a director in the amount of $50,000 in 2005. Mr. Birnbaum has been a partner and the Product Development Manager of Dolphin Shoe Company since August 1982. Dolphin Shoe Company is one of the Company's domestic suppliers.

In January 2004, the Company entered into an agreement with John Madden and JLM Consultants, a company wholly-owned by John Madden, one of the Company's directors, which was amended in 2005. Under this agreement, Mr. Madden provided consulting services with respect to the development of international sales of the Company. Under the agreement, in 2005, JLM Consultants received a monthly draw with recourse in the amount of $20,000 against sales commissions earned by Mr. Madden. Mr. Madden also received a $1,000 per month travel allowance and $1,700 per month toward health insurance premiums. Pursuant to this agreement, JLM Consultants received a total of $232,000 in 2005. In addition, in 2005 Mr. Madden received fees for service to the Company as a director in the amount of $50,000 and use of the Company's leased corporate apartment, a benefit valued at $40,253. This agreement expired on December 31, 2005 but the parties have continued the consulting arrangement under the same terms of the expired agreement.

In January 2006, the Company entered into a consulting agreement with Joseph Masella, which amended and restated a consulting agreement between the Company, Mr. Masella and T.J.M Sales Corporation. Mr. Masella is the president of T.J.M Sales Corporation. Under the amended and restated agreement, Mr. Masella receives commissions on certain sales of Adesso Madden, Inc., the Company and SM New York and T.J.M. Sales Corporation receives a biweekly draw in the amount of $20,000 against these commissions. See "Employment and Consulting Agreements with Certain Executive Officers." Mr. Masella, either directly or through T.J.M. Sales Corporation, received commissions in the amount of $1,545,391 in 2005.

In March 2004, the Company entered into a commission agreement between the Steven Madden Mens Wholesale Division and Hev Sales, Inc. Mr. Andrew Shames is the President of Hev Sales Inc. Under the agreement, Hev Sales serves as sales organization for the Steven Madden Mens Wholesale Division and receives an annual guaranteed commission of $450,000. Hev Sales, Inc. received commissions in the amount of $450,008 in 2005.