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EXHIBIT
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DESCRIPTION
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(a)(1)(A)*
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Offer to Purchase dated
February 20, 2008.
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(a)(1)(B)*
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Letter of Transmittal.
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(a)(1)(C)*
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Notice of Guaranteed
Delivery.
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(a)(1)(D)*
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Letter to Brokers,
Dealers, Commercial Banks, Trust Companies and Other Nominees dated February
20, 2008.
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(a)(1)(E)*
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Letter to Clients for use
by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
dated February 20, 2008.
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(a)(1)(F)*
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Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.
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(a)(1)(G)*
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Press Release, dated
February 19, 2008.
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(a)(1)(H)*
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Letter to stockholders of
the Company from Jamieson A. Karson, Chairman and Chief Executive Officer,
dated February 20, 2008.
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(a)(1)(J)**
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Press Release announcing that for purposes of completing guaranteed deliveries, the company will not treat Good Friday as a business day, dated March 14, 2008.
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(a)(1)(K)
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Press Release announcing preliminary results of the Offer, dated March 19, 2008.
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(d)(1)*
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Rights Agreement, dated as
of November 14, 2001, between the Company and American Stock Transfer &
Trust Company, as Rights Agent (incorporated by reference to Exhibit 4.1 to
the Companys Current Report on Form 8-K filed with the Commission on
November 16, 2001).
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(d)(2)*
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The 1998 Stock Plan,
approved and adopted on January 16, 1998 (incorporated by reference to
Exhibit 10.2 to the Companys Registration Statement on Form S-8 filed with
the Commission on July 28, 1998).
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(d)(3)*
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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 Companys
Registration Statement on Form S-8 filed with the Commission on July 26,
2004).
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(d)(4)*
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The 2006 Stock Incentive
Plan, approved and adopted on May 26, 2006 (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the
Commission on July 3, 2006).
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(d)(5)*
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Form of Non-Qualified Stock Option Agreement (Chief Executive Officer) under the
Companys 2006 Stock Incentive Plan, as amended (the Plan), as
adopted October 30, 2007.
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(d)(6)*
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Form of Non-Qualified Stock Option Agreement (Employee without Employment
Agreement) under the Plan, as adopted October 30, 2007.
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(d)(7)*
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Form of Non-Qualified Stock Option Agreement (Employee with Employment
Agreement) under the Plan, as adopted October 30, 2007.
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(d)(8)*
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Form of Restricted Stock Agreement (Chief Executive Officer) under the Plan, as
adopted October 30, 2007.
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(d)(9)*
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Form of Restricted Stock Agreement (Employee without Employment Agreement) under
the Plan, as adopted October 30, 2007.
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(d)(10)*
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Form of Restricted Stock Agreement (Employee with Employment Agreement) under
the Plan, as adopted October 30, 2007.
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(d)(11)*
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Form of Restricted Stock Agreement under the 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.
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(d)(12)*
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Restricted Stock Agreement, dated March 24, 2006, between Jamieson A. Karson and
the Company.
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(d)(13)*
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Restricted Stock Agreement, dated March 27, 2007, between Jamieson A. Karson and
the Company.
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(d)(14)*
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Amendments to Restricted Stock Agreements, dated as of March 23, 2007, between
Jamieson A. Karson and the Company.
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(d)(15)*
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Restricted Stock Agreement, dated March 24, 2006, between Steven H. Madden and
the Company.
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(d)(16)*
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Restricted Stock Agreement, dated June 9, 2006, between Steven H. Madden and the
Company.
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(d)(17)*
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Restricted Stock Agreement, dated March 24, 2006, between Arvind Dharia and the
Company.
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(d)(18)*
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Restricted Stock Agreement, dated March 20, 2006, between Amelia Newton Varela
and the Company.
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(d)(19)*
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Restricted Stock Agreement, dated March 20, 2006, between Robert Schmertz and
the Company.
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(d)(20)*
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Restricted Stock Agreement, dated March 6, 2007, between Arvind Dharia and the
Company.
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(d)(21)*
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Restricted Stock Agreement, dated March 9, 2007, between Robert Schmertz and the
Company.
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(d)(22)*
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Restricted Stock Agreement, dated April 25, 2007, between Awadhesh Sinha and the
Company.
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(d)(23)*
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Non-Qualified Stock Option Agreement, dated May 16, 2007, between Jeffrey
Silverman and the Company.
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(d)(24)*
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Non-Qualified Stock Option Agreement, dated May 16, 2007, between Jeffrey
Silverman and the Company.
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