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                                                                     EXHIBIT 1.1
                          [Draft as of June 23, 2002)

                                7,700,000 SHARES

                        BIG 5 SPORTING GOODS CORPORATION

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT

                                                                   June __, 2002

CREDIT SUISSE FIRST BOSTON CORPORATION
U.S. BANCORP PIPER JAFFRAY INC.
JEFFERIES & COMPANY, INC.
STEPHENS INC.
  As Representatives of the Several Underwriters,
    c/o Credit Suisse First Boston Corporation,
      Eleven Madison Avenue,
        New York, NY  10010-3629

Dear Ladies and Gentlemen:

        1. Introductory. Big 5 Sporting Goods Corporation, a Delaware
corporation (the "COMPANY"), proposes to issue and sell 6,113,343 shares of its
Common Stock, par value $0.01 per share ("SECURITIES"), and the stockholders
listed in Schedule A hereto (the "SELLING STOCKHOLDERS") propose severally to
sell an aggregate of 1,586,657 outstanding shares of the Securities (such
7,700,000 shares of Securities being hereinafter referred to as the "FIRM
SECURITIES"). The Company also proposes to issue and sell to the Underwriters
(as defined herein), at the option of the Underwriters, an aggregate of not more
than 649,078 additional shares of its Securities, and the Selling Stockholders
also propose to sell to the Underwriters, at the option of the Underwriters, an
aggregate of not more than 505,922 additional outstanding shares of the
Company's Securities, (such 1,155,000 additional shares being hereinafter
referred to as the "OPTIONAL SECURITIES"). The Firm Securities and the Optional
Securities are herein collectively called the "OFFERED SECURITIES". The Company
and the Selling Stockholders hereby agree with the several Underwriters named in
Schedule B hereto ("UNDERWRITERS") as follows:

        2. Representations and Warranties of the Company and the Selling
Stockholders:

               (a) The Company represents and warrants to, and agrees with, the
        several Underwriters that:

                       (i) A registration statement (No. 333-68094) relating to
               the Offered Securities, including a form of prospectus, has been
               filed with the Securities and Exchange Commission ("COMMISSION")
               and either (A) has been declared effective under the Securities
               Act of 1933, as amended ("ACT") and is not proposed to be amended
               or (B) is proposed to be amended by amendment or post-effective
               amendment. If such


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               registration statement ("INITIAL REGISTRATION STATEMENT") has
               been declared effective, either (A) an additional registration
               statement ("ADDITIONAL REGISTRATION STATEMENT") relating to the
               Offered Securities may have been filed with the Commission
               pursuant to Rule 462(b) ("RULE 462(B)") under the Act and, if so
               filed, has become effective upon filing pursuant to such Rule and
               the Offered Securities all have been duly registered under the
               Act pursuant to the initial registration statement and, if
               applicable, the additional registration statement or (B) such an
               additional registration statement is proposed to be filed with
               the Commission pursuant to Rule 462(b) and will become effective
               upon filing pursuant to such Rule and upon such filing the
               Offered Securities will all have been duly registered under the
               Act pursuant to the initial registration statement and such
               additional registration statement. If the Company does not
               propose to amend the initial registration statement or if an
               additional registration statement has been filed and the Company
               does not propose to amend it, and if any post-effective amendment
               to either such registration statement has been filed with the
               Commission prior to the execution and delivery of this Agreement,
               the most recent amendment (if any) to each such registration
               statement has been declared effective by the Commission or has
               become effective upon filing pursuant to Rule 462(c) ("RULE
               462(C)") under the Act or, in the case of the additional
               registration statement, Rule 462(b). For purposes of this
               Agreement, "EFFECTIVE TIME" with respect to the initial
               registration statement or, if filed prior to the execution and
               delivery of this Agreement, the additional registration statement
               means (A) if the Company has advised the Representatives that it
               does not propose to amend such registration statement, the date
               and time as of which such registration statement, or the most
               recent post-effective amendment thereto (if any) filed prior to
               the execution and delivery of this Agreement, was declared
               effective by the Commission or has become effective upon filing
               pursuant to Rule 462(c), or (B) if the Company has advised the
               Representatives that it proposes to file an amendment or
               post-effective amendment to such registration statement, the date
               and time as of which such registration statement, as amended by
               such amendment or post-effective amendment, as the case may be,
               is declared effective by the Commission. If an additional
               registration statement has not been filed prior to the execution
               and delivery of this Agreement but the Company has advised the
               Representatives that it proposes to file one, "EFFECTIVE TIME"
               with respect to such additional registration statement means the
               date and time as of which such registration statement is filed
               and becomes effective pursuant to Rule 462(b). "EFFECTIVE DATE"
               with respect to the initial registration statement or the
               additional registration statement (if any) means the date of the
               Effective Time thereof. The initial registration statement, as
               amended at its Effective Time, including all information
               contained in the additional registration statement (if any) and
               deemed to be a part of the initial registration statement as of
               the Effective Time of the additional registration statement
               pursuant to the General Instructions of the Form on which it is
               filed and including all information (if any) deemed to be a part
               of the initial registration statement as of its Effective Time
               pursuant to Rule 430A(b) ("RULE 430A(B)") under the Act, is
               hereinafter referred to as the "INITIAL REGISTRATION STATEMENT".
               The additional registration statement, as amended at its
               Effective Time, including the contents of the initial
               registration statement incorporated by reference therein and
               including all information (if any) deemed to be a part of the
               additional registration statement as of its Effective Time
               pursuant to Rule 430A(b), is hereinafter


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               referred to as the "ADDITIONAL REGISTRATION STATEMENT". The
               Initial Registration Statement and the Additional Registration
               Statement are herein referred to collectively as the
               "REGISTRATION STATEMENTS" and individually as a "REGISTRATION
               STATEMENT". The form of prospectus relating to the Offered
               Securities, as first filed with the Commission pursuant to and in
               accordance with Rule 424(b) ("RULE 424(B)") under the Act or (if
               no such filing is required) as included in a Registration
               Statement, is hereinafter referred to as the "PROSPECTUS". No
               document has been or will be prepared or distributed in reliance
               on Rule 434 under the Act.

                       (ii) If the Effective Time of the Initial Registration
               Statement is prior to the execution and delivery of this
               Agreement: (A) on the Effective Date of the Initial Registration
               Statement, the Initial Registration Statement conformed in all
               respects to the requirements of the Act and the rules and
               regulations of the Commission ("RULES AND REGULATIONS") and did
               not include any untrue statement of a material fact or omit to
               state any material fact required to be stated therein or
               necessary to make the statements therein not misleading, (B) on
               the Effective Date of the Additional Registration Statement (if
               any), each Registration Statement conformed or will conform, in
               all respects to the requirements of the Act and the Rules and
               Regulations and did not include, or will not include, any untrue
               statement of a material fact and did not omit, or will not omit,
               to state any material fact required to be stated therein or
               necessary to make the statements therein not misleading, and (C)
               on the date of this Agreement, the Initial Registration Statement
               and, if the Effective Time of the Additional Registration
               Statement is prior to the execution and delivery of this
               Agreement, the Additional Registration Statement each conforms,
               and at the time of filing of the Prospectus pursuant to Rule
               424(b) or (if no such filing is required) at the Effective Date
               of the Additional Registration Statement in which the Prospectus
               is included, each Registration Statement and the Prospectus will
               conform, in all respects to the requirements of the Act and the
               Rules and Regulations, and neither of such documents includes, or
               will include, any untrue statement of a material fact or omits,
               or will omit, to state any material fact required to be stated
               therein or necessary to make the statements therein not
               misleading. If the Effective Time of the Initial Registration
               Statement is subsequent to the execution and delivery of this
               Agreement: on the Effective Date of the Initial Registration
               Statement, the Initial Registration Statement and the Prospectus
               will conform in all respects to the requirements of the Act and
               the Rules and Regulations, neither of such documents will include
               any untrue statement of a material fact or will omit to state any
               material fact required to be stated therein or necessary to make
               the statements therein not misleading, and no Additional
               Registration Statement has been or will be filed. The two
               preceding sentences do not apply to statements in or omissions
               from a Registration Statement or the Prospectus based upon
               written information furnished to the Company by any Underwriter
               through the Representatives specifically for use therein, it
               being understood and agreed that the only such information is
               that described as such in Section 7(c) hereof.

                       (iii) The Company has been duly incorporated and is an
               existing corporation in good standing under the laws of the State
               of Delaware, with corporate power and authority to own its
               properties and conduct its business as described in the
               Prospectus;


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               and the Company is duly qualified to do business as a foreign
               corporation in good standing in all other jurisdictions in which
               its ownership or lease of property or the conduct of its business
               requires such qualification, except where the failure to be so
               qualified would not have a material adverse effect on the
               condition (financial or other), business, properties or results
               of operations of the Company and its subsidiaries taken as a
               whole (a "MATERIAL ADVERSE EFFECT").

                       (iv) Each subsidiary of the Company has been duly
               incorporated and is an existing corporation in good standing
               under the laws of the jurisdiction of its incorporation, with
               corporate power and authority to own its properties and conduct
               its business as described in the Prospectus; and each subsidiary
               of the Company is duly qualified to do business as a foreign
               corporation in good standing in all other jurisdictions in which
               its ownership or lease of property or the conduct of its business
               requires such qualification, except where the failure to be so
               qualified would not have a Material Adverse Effect; all of the
               issued and outstanding capital stock of each subsidiary of the
               Company has been duly authorized and validly issued and is fully
               paid and nonassessable; and the capital stock of each subsidiary
               owned by the Company, directly or through subsidiaries, is owned
               free from liens, encumbrances and defects.

                       (v) The Offered Securities and all other outstanding
               shares of capital stock of the Company have been duly authorized;
               all outstanding shares of capital stock of the Company are, and,
               when the Offered Securities have been delivered and paid for in
               accordance with this Agreement on each Closing Date (as defined
               below), such Offered Securities will have been, validly issued,
               fully paid and nonassessable and will conform in all material
               respects to the description thereof contained in the Prospectus;
               the stockholders of the Company have no preemptive rights with
               respect to the Securities; and except as disclosed in the
               Prospectus, there are no outstanding options, warrants or other
               rights to subscribe for or to purchase from the Company, any
               securities or obligations convertible into, or any contracts or
               commitments with or by the Company to issue or sell, shares of
               the Company's capital stock or any such options, warrants,
               rights, convertible securities or obligations.

                       (vi) Except as disclosed in the Prospectus, there are no
               contracts, agreements or understandings between the Company and
               any person that would give rise to a valid claim against the
               Company or any Underwriter for a brokerage commission, finder's
               fee or other like payment in connection with this offering, or,
               to the Company's knowledge, any other arrangements, agreements,
               understandings, payments or issuances with respect to the Company
               or any of its officers, directors, stockholders, partners,
               employees, subsidiaries or affiliates that may affect the
               Underwriters' compensation as determined by the National
               Association of Securities Dealers, Inc. (the "NASD").

                       (vii) Other than the agreements listed in Schedule C
               hereto, there are no contracts, agreements or understandings
               between the Company and any person granting such person the right
               to require the Company to file a registration statement under the
               Act with respect to any securities of the Company owned or to be
               owned by such person


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               or to require the Company to include such securities in the
               securities registered pursuant to a Registration Statement or in
               any securities being registered pursuant to any other
               registration statement filed by the Company under the Act. Each
               such person has waived any rights to require the Company to
               include any securities in the Securities registered pursuant to a
               Registration Statement.

                       (viii) The Offered Securities have been approved for
               listing subject to notice of issuance on The NASDAQ Stock
               Market's National Market.

                       (ix) No consent, approval, authorization, or order of, or
               filing with, any governmental agency or body or any court is
               required for the consummation of the transactions contemplated by
               this Agreement in connection with the issuance and sale of the
               Offered Securities by the Company, except such as have been
               obtained and made under the Act and the Securities Exchange Act
               of 1934, as amended (the "EXCHANGE ACT"), and such as may be
               required by the NASD and under state securities laws.

                       (x) The execution, delivery and performance of this
               Agreement and the issuance and sale of the Offered Securities
               will not result in a breach or violation of any of the terms and
               provisions of, or constitute a default under, any statute, any
               rule, regulation or order of any governmental agency or body or
               any court, domestic or foreign, having jurisdiction over the
               Company or any subsidiary of the Company or any of their
               properties, or any agreement or instrument to which the Company
               or any such subsidiary is a party or by which the Company or any
               such subsidiary is bound or to which any of the properties of the
               Company or any such subsidiary is subject, except for such
               breaches, violations or defaults that would not result in a
               Material Adverse Effect, or the charter or by-laws of the Company
               or any such subsidiary, and the Company has full power and
               authority to authorize, issue and sell the Offered Securities to
               be sold by it as contemplated by this Agreement.

                       (xi) This Agreement has been duly authorized, executed
               and delivered by the Company.

                       (xii) The Amended and Restated Certificate of
               Incorporation of the Company, which has been filed with the
               Secretary of State of the State of Delaware, and the 8.1-for-1
               stock split of the Securities (the "STOCK SPLIT") have been duly
               and validly authorized by all necessary corporate action of the
               Company's stockholders and board of directors.

                       (xiii) Except as disclosed in the Prospectus, the Company
               and its subsidiaries have good and marketable title to all real
               properties and all other properties and assets owned by them, in
               each case free from liens, encumbrances and defects that would
               materially affect the value thereof or materially interfere with
               the use made or to be made thereof by them; and except as
               disclosed in the Prospectus, the Company and its subsidiaries
               hold any leased real or personal property under valid and
               enforceable leases


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               with no exceptions that would materially interfere with the use
               made or to be made thereof by them.

                       (xiv) The Company and its subsidiaries possess adequate
               certificates, authorities or permits issued by appropriate
               governmental agencies or bodies necessary to conduct the business
               now operated by them and have not received any notice of
               proceedings relating to the revocation or modification of any
               such certificate, authority or permit that, if determined
               adversely to the Company or any of its subsidiaries, would
               individually or in the aggregate have a Material Adverse Effect.

                       (xv) Except as disclosed in the Prospectus in the first
               paragraph under the caption "Business-Legal Proceedings," no
               labor dispute with the employees of the Company or any subsidiary
               exists or, to the knowledge of the Company, is imminent that
               would reasonably be expected to have a Material Adverse Effect.

                       (xvi) The Company and its subsidiaries own, possess or
               can acquire on reasonable terms, adequate trademarks, trade names
               and other rights to inventions, know-how, patents, copyrights,
               confidential information and other intellectual property
               (collectively, "INTELLECTUAL PROPERTY RIGHTS") necessary to
               conduct the business now operated by them, or presently employed
               by them, and have not received any notice of infringement of or
               conflict with asserted rights of others with respect to any
               intellectual property rights that, if determined adversely to the
               Company or any of its subsidiaries, would individually or in the
               aggregate have a Material Adverse Effect.

                       (xvii) Except as disclosed in the Prospectus, neither the
               Company nor any of its subsidiaries is in violation of any
               statute, any rule, regulation, decision or order of any
               governmental agency or body or any court, domestic or foreign,
               relating to the use, disposal or release of hazardous or toxic
               substances or relating to the protection or restoration of the
               environment or human exposure to hazardous or toxic substances
               (collectively, "ENVIRONMENTAL LAWS"), owns or operates any real
               property contaminated with any substance that is subject to any
               environmental laws, is liable for any off-site disposal or
               contamination pursuant to any environmental laws, or is subject
               to any claim relating to any environmental laws, which violation,
               contamination, liability or claim would individually or in the
               aggregate have a Material Adverse Effect; and the Company is not
               aware of any pending investigation which might lead to such a
               claim.

                       (xviii) Except as disclosed in the Prospectus in the
               first paragraph under the caption "Business-Legal Proceedings,"
               there are no pending actions, suits or proceedings against or
               affecting the Company, any of its subsidiaries or any of their
               respective properties that, if determined adversely to the
               Company or any of its subsidiaries, would individually or in the
               aggregate have a Material Adverse Effect, or would materially and
               adversely affect the ability of the Company to perform its
               obligations under this Agreement, or which are otherwise material
               in the context of the sale of the Offered Securities; and no such
               actions, suits or proceedings are, to the Company's knowledge,
               threatened or contemplated.


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                       (xix) The financial statements included in each
               Registration Statement and the Prospectus present fairly the
               financial position of the Company and its consolidated
               subsidiaries as of the dates shown and their results of
               operations and cash flows for the periods shown, and such
               financial statements have been prepared in conformity with the
               generally accepted accounting principles in the United States
               ("GAAP") applied on a consistent basis and the schedules included
               in each Registration Statement present fairly the information
               required to be stated therein; and the assumptions used in
               preparing the pro forma financial data included in each
               Registration Statement and the Prospectus provide a reasonable
               basis for presenting the significant effects directly
               attributable to the transactions or events described therein, the
               related pro forma adjustments give appropriate effect to those
               assumptions, and the pro forma data reflect the proper
               application of those adjustments to the corresponding historical
               financial statement amounts.

                       (xx) Except as disclosed in the Prospectus, since the
               date of the latest audited financial statements included in the
               Prospectus, there has been no material adverse change, nor any
               development or event involving a prospective material adverse
               change, in the condition (financial or other), business,
               properties or results of operations of the Company and its
               subsidiaries taken as a whole, and, except as disclosed in or
               contemplated by the Prospectus, there has been no dividend or
               distribution of any kind declared, paid or made by the Company on
               any class of its capital stock.

                       (xxi) The Company is not and, after giving effect to the
               offering and sale of the Offered Securities and the application
               of the proceeds thereof as described in the Prospectus, will not
               be an "investment company" as defined in the Investment Company
               Act of 1940.

                       (xxii) All material Tax returns required to be filed by
               the Company and each of its subsidiaries have been filed and all
               such returns are true, complete, and correct in all material
               respects. All material Taxes that are due or claimed to be due
               from the Company and each of its subsidiaries have been paid
               other than those (i) currently payable without penalty or
               interest or (ii) being contested in good faith and by appropriate
               proceedings and for which, in the case of both clauses (i) and
               (ii), adequate reserves have been established on the books and
               records of the Company and its subsidiaries in accordance with
               GAAP. There are no proposed, material Tax assessments against the
               Company or any of its subsidiaries as to which the Company has
               been notified. To the Company's knowledge, the accruals and
               reserves on the books and records of the Company and its
               subsidiaries in respect of any material Tax liability for any
               taxable period not finally determined are adequate to meet any
               assessments of Tax for any such period. For purposes of this
               Agreement, the term "TAX" and "TAXES" shall mean all federal,
               state, local and foreign taxes, and other assessments of a
               similar nature (whether imposed directly or through withholding),
               including any interest, additions to tax, or penalties applicable
               thereto.


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                       (xxiii) Neither the Company, nor any of its affiliates,
               has taken, directly or indirectly, any action designed to cause
               or result in, or which has constituted or which would reasonably
               be expected to constitute, the stabilization or manipulation of
               the price of the Securities to facilitate the sale or resale of
               the Offered Securities.

                       (xxiv) KPMG LLP, who have certified the audited financial
               statements included in each Registration Statement and the
               Prospectus, are independent public auditors as required by the
               Act and the Rules and Regulations. The Company and each of its
               subsidiaries maintains a system of internal accounting controls
               sufficient to provide reasonable assurances that (A) transactions
               are executed in accordance with management's general or specific
               authorization; (B) transactions are recorded as necessary to
               permit preparation of financial statements in conformity with
               GAAP and to maintain accountability for assets; (C) access to
               assets is permitted only in accordance with management's general
               or specific authorization; and (D) the recorded accountability
               for inventory assets is compared with the existing inventory
               assets at reasonable intervals and appropriate action is taken
               with respect to any differences.

                       (xxv) The Company and each of its subsidiaries are
               insured by insurers of recognized financial responsibility
               against such losses and risks and in such amounts as are prudent
               and customary in the businesses in which they are engaged; none
               of the Company or any of its subsidiaries (A) has received notice
               from any insurer or agent of such insurer that substantial
               capital improvements or other material expenditures will have to
               be made in order to continue such insurance or (B) has any reason
               to believe that it will not be able to renew its existing
               insurance coverage as and when such coverage expires or to obtain
               similar coverage from similar insurers at a cost that would not
               have a Material Adverse Effect.

                       (xxvi) The Company is in compliance in all material
               respects with all presently applicable provisions of the Employee
               Retirement Income Security Act of 1974, as amended, including the
               regulations and published interpretations thereunder ("ERISA");
               no "reportable event" (as defined in ERISA) has occurred with
               respect to any "pension plan" (as defined in ERISA) for which the
               Company would have any liability; the Company has not incurred
               and does not expect to incur material liability under (A) Title
               IV of ERISA with respect to termination of, or withdrawal from,
               any "pension plan" or (B) Section 412 or 4971 of the Internal
               Revenue Code of 1986, as amended, including the regulations and
               published interpretations thereunder ("CODE"); and each "pension
               plan" for which the Company and each of its subsidiaries would
               have any liability that is intended to be qualified under Section
               401(a) of the Code is so qualified in all material respects and
               nothing has occurred, whether by action or by failure to act,
               which would cause the loss of such qualification.

                       (xxvii) The letter agreement, dated June 13, 2002,
               relating to the Credit Agreement (the "CREDIT AGREEMENT
               AMENDMENT"), by and among Big 5 Corp. and the lenders named
               therein, has been duly authorized, executed and delivered by Big
               5 Corp. and is a valid and binding agreement against Big 5 Corp.,
               enforceable against it in


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               accordance with its terms, except as the enforceability thereof
               may be limited by bankruptcy, insolvency, reorganization,
               fraudulent conveyance, moratorium or laws affecting creditors'
               rights generally and by general principles of equity (regardless
               of whether enforcement is considered in a proceeding at law or in
               equity).

               (b) Each Selling Stockholder severally represents and warrants
        to, and agrees with, the several Underwriters that:

                       (i) Such Selling Stockholder has and on each Closing Date
               hereinafter mentioned will have valid and unencumbered title to
               the Offered Securities to be delivered by such Selling
               Stockholder on such Closing Date and full right, power and
               authority to enter into this Agreement and a Power of Attorney
               (the "POWER OF ATTORNEY") and Custody Agreement (the "CUSTODY
               AGREEMENT") and to sell, assign, transfer and deliver the Offered
               Securities to be delivered by such Selling Stockholder on such
               Closing Date hereunder; upon the delivery of and payment for the
               Offered Securities on each Closing Date hereunder the several
               Underwriters will acquire valid and unencumbered title to the
               Offered Securities to be delivered by such Selling Stockholder on
               such Closing Date; this Agreement, the Power of Attorney and the
               Custody Agreement have been duly authorized, executed and
               delivered; and the Power of Attorney and the Custody Agreement
               are, and at all times through each Closing Date will be, valid
               and binding obligations by such Selling Stockholder.

                       (ii) All information furnished by or on behalf of such
               Selling Stockholder in writing expressly for use in the
               Registration Statement and Prospectus is, and on the Effective
               Date will be, true, correct, and complete in all material
               respects, and does not, and on the Effective Date will not,
               contain any untrue statement of a material fact or omit to state
               any material fact necessary to make such information not
               misleading. Such Selling Stockholder confirms as accurate the
               number of Securities set forth opposite such Selling
               Stockholder's name in the Prospectus under the caption "Principal
               and Selling Stockholders" (both prior to and after giving effect
               to the sale of Offered Securities).

                       (iii) Except as disclosed in the Prospectus, there are no
               contracts, agreements or understandings between such Selling
               Stockholder and any person that would give rise to a valid claim
               against such Selling Stockholder or any Underwriter for a
               brokerage commission, finder's fee or other like payment in
               connection with this offering.

                       (iv) Such Selling Stockholder has reviewed the
               Registration Statement and the sale of the Offered Securities by
               such Selling Stockholder pursuant hereto is not prompted by any
               information concerning the Company or any of its subsidiaries
               which is not set forth in the Prospectus or any supplement
               thereto.

        3. Purchase, Sale and Delivery of Offered Securities. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company and each Selling
Stockholder agree, severally and not jointly, to sell to each Underwriter, and
each Underwriter agrees, severally and not jointly, to purchase from the Company
and


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each Selling Stockholder, at a purchase price of $_____ per share, that number
of Firm Securities (rounded up or down, as determined by Credit Suisse First
Boston Corporation ("CSFBC") in its discretion, in order to avoid fractions)
obtained by multiplying 6,113,343 shares of Firm Securities in the case of the
Company and the number of shares of Firm Securities set forth opposite the name
of such Selling Stockholder in Schedule A hereto, in the case of a Selling
Stockholder, in each case by a fraction the numerator of which is the number of
shares of Firm Securities set forth opposite the name of such Underwriter in
Schedule B hereto and the denominator of which is the total number of shares of
Firm Securities.

        Certificates in negotiable form for the Offered Securities to be sold by
the Selling Stockholders hereunder have been placed in custody, for delivery
under this Agreement, under Custody Agreements made with Big 5 Sporting Goods
Corporation, as custodian ("CUSTODIAN"). Each Selling Stockholder agrees that
the shares represented by the certificates held in custody for the Selling
Stockholders under such Custody Agreements are subject to the interests of the
Underwriters hereunder, that the arrangements made by the Selling Stockholders
for such custody are to that extent irrevocable, and that the obligations of the
Selling Stockholders hereunder shall not be terminated by operation of law,
whether by the death of any individual Selling Stockholder or the occurrence of
any other event, or in the case of a trust, by the death of any trustee or
trustees or the termination of such trust. If any individual Selling Stockholder
or any such trustee or trustees should die, or if any other such event should
occur, or if any of such trusts should terminate, before the delivery of the
Offered Securities hereunder, certificates for such Offered Securities shall be
delivered by the Custodian in accordance with the terms and conditions of this
Agreement as if such death or other event or termination had not occurred,
regardless of whether or not the Custodian shall have received notice of such
death or other event or termination.

        The Company and the Custodian will deliver the Firm Securities to the
Representatives for the accounts of the Underwriters against payment of the
purchase price in Federal (same day) funds by official bank check or checks or
wire transfer to an account at a bank acceptable to CSFBC drawn to the order of
the Company in the case of 6,113,343 shares of Firm Securities and to the
Company in the case of 1,586,657 shares of Firm Securities, at the office of
Irell & Manella LLP, 1800 Avenue of the Stars, Suite 900, Los Angeles,
California 90067, at 10:00 A.M., New York time, on July __, 2002, or at such
other time not later than seven full business days thereafter as CSFBC and the
Company determine, such time being herein referred to as the "FIRST CLOSING
DATE". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing
Date (if later than the otherwise applicable settlement date) shall be the
settlement date for payment of funds and delivery of securities for all the
Offered Securities sold pursuant to the offering. The certificates for the Firm
Securities to be delivered will be in definitive form, in such denominations and
registered in such names as CSFBC requests and will be made available for
checking and packaging at the above office of Irell & Manella LLP at least 24
hours prior to the First Closing Date.

        In addition, upon written notice from CSFBC given to the Company and the
Selling Stockholders from time to time not more than 30 days subsequent to the
date of the Prospectus, the Underwriters may purchase all or less than all of
the Optional Securities at the purchase price per Security to be paid for the
Firm Securities. The Company and the Selling Stockholders agree, severally and
not jointly, to sell to the Underwriters the respective numbers of shares of
Optional Securities obtained by multiplying the number of shares of Optional
Securities specified in such notice by a fraction the numerator of which is
649,078 in the case of the Company and the number of shares set forth opposite
the names of such Selling


                                       10


<PAGE>
Stockholders in Schedule A hereto under the caption "Number of Optional
Securities to be Sold" in the case of the Selling Stockholders and the
denominator of which is the total number of Optional Securities (subject to
adjustment by CSFBC to eliminate fractions). Such Optional Securities shall be
purchased from the Company and each Selling Stockholder for the account of each
Underwriter in the same proportion as the number of shares of Firm Securities
set forth opposite such Underwriter's name bears to the total number of shares
of Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and
may be purchased by the Underwriters only for the purpose of covering
over-allotments made in connection with the sale of the Firm Securities. No
Optional Securities shall be sold or delivered unless the Firm Securities
previously have been, or simultaneously are, sold and delivered. The right to
purchase the Optional Securities or any portion thereof may be exercised from
time to time and to the extent not previously exercised may be surrendered and
terminated at any time upon notice by CSFBC to the Company and the Selling
Stockholders.

        Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "OPTIONAL CLOSING DATE", which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "CLOSING DATE"), shall be determined by CSFBC
but shall be not later than five full business days after written notice of
election to purchase Optional Securities is given. The Company and the Custodian
will deliver the Optional Securities being purchased on each Optional Closing
Date to the Representatives for the accounts of the several Underwriters against
payment of the purchase price therefor in Federal (same day) funds by official
bank check or checks or wire transfer to an account at a bank acceptable to
CSFBC drawn to the order of the Company at the above office of Irell & Manella
LLP. The certificates for the Optional Securities being purchased on each
Optional Closing Date will be in definitive form, in such denominations and
registered in such names as CSFBC requests upon reasonable notice prior to such
Optional Closing Date and will be made available for checking and packaging at
the above office of Irell & Manella LLP at a reasonable time in advance of such
Optional Closing Date.

        4. Offering by Underwriters. It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

        5. Certain Agreements of the Company and the Selling Stockholders. The
Company agrees with the several Underwriters and the Selling Stockholders that:

               (a) If the Effective Time of the Initial Registration Statement
        is prior to the execution and delivery of this Agreement, the Company
        will file the Prospectus with the Commission pursuant to and in
        accordance with subparagraph (1) (or, if applicable and if consented to
        by CSFBC, subparagraph (4)) of Rule 424(b) not later than the earlier of
        (i) the second business day following the execution and delivery of this
        Agreement or (ii) the fifteenth business day after the Effective Date of
        the Initial Registration Statement. The Company will advise CSFBC
        promptly of any such filing pursuant to Rule 424(b). If the Effective
        Time of the Initial Registration Statement is prior to the execution and
        delivery of this Agreement and an additional registration statement is
        necessary to register a portion of the Offered Securities under the Act
        but the Effective Time thereof has not occurred as of such execution and
        delivery, the Company will file the additional registration statement
        or, if filed, will file a post-effective amendment thereto with the
        Commission pursuant to and in accordance with Rule 462(b) on or prior to
        10:00 P.M., New


                                       11


<PAGE>
        York time, on the date of this Agreement or, if earlier, on or prior to
        the time the Prospectus is printed and distributed to any Underwriter,
        or will make such filing at such later date as shall have been consented
        to by CSFBC.

               (b) The Company will advise CSFBC promptly of any proposal to
        amend or supplement the initial or any additional registration statement
        as filed or the related prospectus or the Initial Registration
        Statement, the Additional Registration Statement (if any) or the
        Prospectus and will not effect such amendment or supplementation without
        CSFBC's consent, which will not be unreasonably withheld; and the
        Company will also advise CSFBC promptly of the effectiveness of each
        Registration Statement (if its Effective Time is subsequent to the
        execution and delivery of this Agreement) and of any amendment or
        supplementation of a Registration Statement or the Prospectus and of the
        institution by the Commission of any stop order proceedings in respect
        of a Registration Statement and will use its best efforts to prevent the
        issuance of any such stop order and to obtain as soon as possible its
        lifting, if issued.

               (c) If, at any time when a prospectus relating to the Offered
        Securities is required to be delivered under the Act in connection with
        sales by any Underwriter or dealer, any event occurs as a result of
        which the Prospectus as then amended or supplemented would include an
        untrue statement of a material fact or omit to state any material fact
        necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading, or if it is
        necessary at any time to amend the Prospectus to comply with the Act,
        the Company will promptly notify CSFBC of such event and will promptly
        prepare and file with the Commission, at its own expense, an amendment
        or supplement which will correct such statement or omission or an
        amendment which will effect such compliance. Neither CSFBC's consent to,
        nor the Underwriters' delivery of, any such amendment or supplement
        shall constitute a waiver of any of the conditions set forth in Section
        6.

               (d) As soon as practicable, but not later than the Availability
        Date (as defined below), the Company will make generally available to
        its securityholders an earnings statement covering a period of at least
        12 months beginning after the Effective Date of the Initial Registration
        Statement (or, if later, the Effective Date of the Additional
        Registration Statement) which will satisfy the provisions of Section
        11(a) of the Act. For the purpose of the preceding sentence,
        "AVAILABILITY DATE" means the 45th day after the end of the fourth
        fiscal quarter following the fiscal quarter that includes such Effective
        Date, except that, if such fourth fiscal quarter is the last quarter of
        the Company's fiscal year, "AVAILABILITY DATE" means the 90th day after
        the end of such fourth fiscal quarter.

               (e) The Company will furnish to the Representatives copies of
        each Registration Statement (five of which will be signed and will
        include all exhibits), each related preliminary prospectus, and, so long
        as a prospectus relating to the Offered Securities is required to be
        delivered under the Act in connection with sales by any Underwriter or
        dealer, the Prospectus and all amendments and supplements to such
        documents, in each case in such quantities as CSFBC requests. The
        Prospectus shall be so furnished on or prior to 3:00 P.M., New York
        time, on the business day following the later of the execution and
        delivery of this Agreement or the Effective Time of the Initial
        Registration Statement. All other documents shall be so furnished as


                                       12


<PAGE>
        soon as available. The Company will pay the expenses of printing and
        distributing to the Underwriters all such documents.

               (f) The Company will arrange for the qualification of the Offered
        Securities for sale under the laws of such jurisdictions as CSFBC
        designates and will continue such qualifications in effect so long as
        required for the distribution.

               (g) During the period of five years hereafter, the Company will
        furnish to the Representatives and, upon request, to each of the other
        Underwriters, as soon as practicable after the end of each fiscal year,
        a copy of its annual report to stockholders for such year; and the
        Company will furnish to the Representatives (i) as soon as available, a
        copy of each report and any definitive proxy statement of the Company
        filed with the Commission under the Exchange Act or mailed to
        stockholders, and (ii) from time to time, such other information
        concerning the Company as CSFBC may reasonably request.

               (h) For a period of 180 days after the date of this Agreement,
        the Company will not offer, sell, contract to sell, pledge or otherwise
        dispose of, directly or indirectly, or file with the Commission a
        registration statement under the Act relating to, any additional shares
        of its Securities or securities convertible into or exchangeable or
        exercisable for any shares of its Securities, or publicly disclose the
        intention to make any such offer, sale, pledge, disposition or filing,
        without the prior written consent of CSFBC, except issuances of
        Securities pursuant to the warrant, dated November 13, 1997, between
        Ares Leveraged Investment Fund, L.P. and the Company outstanding on the
        date hereof, grants of employee stock options pursuant to the terms of
        the Company's 2002 Stock Incentive Plan, issuances of Securities
        pursuant to the exercise of such options and the filing with the
        Commission of a registration statement on Form S-8 with respect to such
        options and Securities.

               (i) The Company agrees with the several Underwriters that the
        Company will pay all expenses incident to the performance of the
        obligations of the Company under this Agreement, for any filing fees and
        other expenses (including fees and disbursements of counsel) in
        connection with qualification of the Offered Securities for sale under
        the laws of such jurisdictions as CSFBC designates and the printing of
        memoranda relating thereto, for the filing fee incident to the review by
        the NASD of the Offered Securities, for any travel expenses of the
        Company's officers and employees and any other expenses of the Company
        in connection with attending or hosting meetings with prospective
        purchasers of the Offered Securities, and for expenses incurred in
        distributing preliminary prospectuses and the Prospectus (including any
        amendments and supplements thereto) to the Underwriters. The Selling
        Stockholders further agree with the several Underwriters to pay
        (directly or by reimbursement) all fees and expenses incident to the
        performance of their obligations under this Agreement which are not
        otherwise specifically provided for herein, including but not limited to
        any transfer taxes on the sale by the Selling Stockholders of Offered
        Securities to the Underwriters.

               (j) Each Selling Stockholder agrees to deliver to the Company, as
        Custodian under the Custody Agreement, on or prior to the First Closing
        Date a properly completed and executed United States Treasury Department
        Form W-9 (or other applicable form or statement specified by Treasury
        Department regulations in lieu thereof). The Company agrees to file a
        Form 1099 on


                                       13


<PAGE>
        behalf of each of the Selling Stockholders in connection with the sale
        of Securities by the Selling Stockholders.

               (k) Each Selling Stockholder agrees, for a period of 180 days
        after the date of this Agreement, not to offer, sell, contract to sell,
        pledge or otherwise dispose of, directly or indirectly, any additional
        shares of the Securities of the Company or securities convertible into
        or exchangeable or exercisable for any shares of Securities, enter into
        a transaction which would have the same effect, or enter into any swap,
        hedge or other arrangement that transfers, in whole or in part, any of
        the economic consequences of ownership of the Securities, whether any
        such aforementioned transaction is to be settled by delivery of the
        Securities or such other securities, in cash or otherwise, or publicly
        disclose the intention to make any such offer, sale, pledge or
        disposition, or enter into any such transaction, swap, hedge or other
        arrangement, without, in each case, the prior written consent of CSFBC.

               (l) With respect to each of the contracts to which the Company is
        a party that restrict the ability of the Company's stockholders to offer
        for sale shares of Common Stock, the Company agrees that, except with
        respect to shares of Common Stock to be repurchased by the Company as
        disclosed in the "Use of Proceeds" section of the Prospectus, for a
        period of 180 days after the date of this Agreement, the Company will
        (i) enforce such "lock-up" provisions and (ii) not grant any waiver to
        or exception from or otherwise release any holder from any such
        "lock-up" provisions without the prior written consent of CSFBC;
        provided, however, the Company shall not be required to comply with this
        clause (l) with respect to any stockholders that have delivered lockup
        letters to CSFBC pursuant to Section 6(i) hereof.

               (m) The Company will use the net proceeds received by it from the
        sale of the Securities in the manner specified in the Prospectus under
        "Use of Proceeds." In addition, the Company or Big 5 Corp. will pay a
        fee of no more than $875,000 to Leonard Green & Associates, L.P. in
        connection with the termination of the Management Services Agreement
        among the Company, Big 5 Corp. and Leonard Green & Associates, L.P.

        6. Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company and the Selling Stockholders herein, to
the accuracy of the statements of Company officers made pursuant to the
provisions hereof, to the performance by the Company and the Selling
Stockholders of their obligations hereunder and to the following additional
conditions precedent:

               (a) The Representatives shall have received a letter, dated the
        date of delivery thereof (which, if the Effective Time of the Initial
        Registration Statement is prior to the execution and delivery of this
        Agreement, shall be on or prior to the date of this Agreement or, if the
        Effective Time of the Initial Registration Statement is subsequent to
        the execution and delivery of this Agreement, shall be prior to the
        filing of the amendment or post-effective amendment to the registration
        statement to be filed shortly prior to such Effective Time), of KPMG LLP
        confirming that they are independent public accountants within the
        meaning of the Act and the applicable published Rules and Regulations
        thereunder and stating to the effect that:


                                       14


<PAGE>
                       (i) in their opinion the financial statements and
               schedules examined by them and included in the Registration
               Statements comply as to form in all material respects with the
               applicable accounting requirements of the Act and the related
               published Rules and Regulations;

                       (ii) they have performed the procedures specified by the
               American Institute of Certified Public Accountants for a review
               of interim financial information as described in Statement of
               Auditing Standards No. 71, Interim Financial Information, on the
               unaudited financial statements included in the Registration
               Statements;

                       (iii) on the basis of the review referred to in clause
               (ii) above, a reading of the latest available interim financial
               statements of the Company, inquiries of officials of the Company
               who have responsibility for financial and accounting matters and
               other specified procedures, nothing came to their attention that
               caused them to believe that:

                               (A) the unaudited financial statements included
                       in the Registration Statements do not comply as to form
                       in all material respects with the applicable accounting
                       requirements of the Act and the related published Rules
                       and Regulations or any material modifications should be
                       made to such unaudited financial statements for them to
                       be in conformity with GAAP;

                               (B) at the date of the latest available balance
                       sheet read by such accountants, or at a subsequent
                       specified date not more than three business days prior to
                       the date of this Agreement, there was any change in the
                       capital stock or any increase in short-term indebtedness
                       or long-term debt of the Company and its consolidated
                       subsidiaries or, at the date of the latest available
                       balance sheet read by such accountants, there was any
                       decrease in consolidated net current assets or net
                       assets, as compared with amounts shown on the latest
                       balance sheet included in the Prospectus; or

                               (C) for the period from the closing date of the
                       latest income statement included in the Prospectus to the
                       closing date of the latest available income statement
                       read by such accountants there were any decreases, as
                       compared with the corresponding period of the previous
                       year, in consolidated net revenue or net operating income
                       or in the total or per share amounts of consolidated
                       income before extraordinary items or of net income;

                       except in all cases set forth in clauses (B) and (C)
                       above for changes, increases or decreases which the
                       Prospectus discloses have occurred or may occur or which
                       are described in such letter; and

                       (iv) they have compared specified dollar amounts (or
               percentages derived from such dollar amounts) and other financial
               information contained in the Registration Statements (in each
               case to the extent that such dollar amounts, percentages and
               other financial information are derived from the general
               accounting records of the Company


                                       15


<PAGE>
               and its subsidiaries subject to the internal controls of the
               Company's accounting system or are derived directly from such
               records by analysis or computation) with the results obtained
               from inquiries, a reading of such general accounting records and
               other procedures specified in such letter and have found such
               dollar amounts, percentages and other financial information to be
               in agreement with such results, except as otherwise specified in
               such letter.

               For purposes of this subsection, (i) if the Effective Time of the
               Initial Registration Statement is subsequent to the execution and
               delivery of this Agreement, "REGISTRATION STATEMENTS" shall mean
               the initial registration statement as proposed to be amended by
               the amendment or post-effective amendment to be filed shortly
               prior to its Effective Time, (ii) if the Effective Time of the
               Initial Registration Statement is prior to the execution and
               delivery of this Agreement but the Effective Time of the
               Additional Registration Statement is subsequent to such execution
               and delivery, "REGISTRATION STATEMENTS" shall mean the Initial
               Registration Statement and the additional registration statement
               as proposed to be filed or as proposed to be amended by the
               post-effective amendment to be filed shortly prior to its
               Effective Time, and (iii) "PROSPECTUS" shall mean the prospectus
               included in the Registration Statements.

               (b) If the Effective Time of the Initial Registration Statement
        is not prior to the execution and delivery of this Agreement, such
        Effective Time shall have occurred not later than 10:00 P.M., New York
        time, on the date of this Agreement or such later date as shall have
        been consented to by CSFBC. If the Effective Time of the Additional
        Registration Statement (if any) is not prior to the execution and
        delivery of this Agreement, such Effective Time shall have occurred not
        later than 10:00 P.M., New York time, on the date of this Agreement or,
        if earlier, the time the Prospectus is printed and distributed to any
        Underwriter, or shall have occurred at such later date as shall have
        been consented to by CSFBC. If the Effective Time of the Initial
        Registration Statement is prior to the execution and delivery of this
        Agreement, the Prospectus shall have been filed with the Commission in
        accordance with the Rules and Regulations and Section 5(a) of this
        Agreement. Prior to such Closing Date, no stop order suspending the
        effectiveness of a Registration Statement shall have been issued and no
        proceedings for that purpose shall have been instituted or, to the
        knowledge of any Selling Stockholder, the Company or the
        Representatives, shall be contemplated by the Commission.

               (c) Subsequent to the execution and delivery of this Agreement,
        there shall not have occurred (i) any change, or any development or
        event involving a prospective change, in the condition (financial or
        other), business, properties or results of operations of the Company and
        its subsidiaries taken as one enterprise which, in the judgment of a
        majority in interest of the Underwriters including the Representatives,
        is material and adverse and makes it impractical or inadvisable to
        proceed with completion of the public offering or the sale of and
        payment for the Offered Securities; (ii) any downgrading in the rating
        of any debt securities of the Company by any "nationally recognized
        statistical rating organization" (as defined for purposes of Rule 436(g)
        under the Act), or any public announcement that any such organization
        has under surveillance or review its rating of any debt securities of
        the Company (other than an announcement with positive implications of a
        possible upgrading, and no implication of a possible downgrading, of
        such rating);


                                       16


<PAGE>
        (iii) any change in U.S. or international financial, political or
        economic conditions or currency exchange rates or exchange controls as
        would, in the judgment of a majority in interest of the Underwriters
        including the Representatives, be likely to prejudice materially the
        success of the proposed issue, sale or distribution of the Offered
        Securities, whether in the primary market or in respect of dealings in
        the secondary market; (iv) any material suspension or material
        limitation of trading in securities generally on the New York Stock
        Exchange, or any setting of minimum prices for trading on such exchange,
        or any suspension of trading of any securities of the Company on any
        exchange or in the over-the-counter market; (v) any banking moratorium
        declared by U.S. Federal or New York authorities; or (vi) any major
        disruption of settlements of securities or clearance services in the
        United States or (vii) any attack on, outbreak or escalation of
        hostilities or act of terrorism involving the United States, any
        declaration of war by Congress or any other national or international
        calamity or emergency if, in the judgment of a majority in interest of
        the Underwriters including the Representatives, the effect of any such
        attack, outbreak, escalation, act, declaration, calamity or emergency
        makes it impractical or inadvisable to proceed with completion of the
        public offering or the sale of and payment for the Offered Securities.

               (d) The Representatives shall have received an opinion, dated
        such Closing Date, of Irell & Manella LLP, counsel for the Company, to
        the effect that:

                       (i) Each of the Company and Big 5 Corp. has been duly
               incorporated and is an existing corporation in good standing
               under the laws of the State of Delaware, with corporate power and
               authority to own its properties and conduct its business as
               described in the Prospectus; and each of the Company and Big 5
               Corp. is duly qualified to do business as a foreign corporation
               in good standing in each jurisdiction listed in a schedule to be
               attached to the legal opinion;

                       (ii) The Company has authorized capital stock as set
               forth in the Prospectus. Except as set forth in the Prospectus,
               to such counsel's knowledge, there are no outstanding options,
               warrants or other rights to subscribe for or to purchase, any
               securities convertible into, or any contracts or commitments to
               issue or sell, shares of the Company's capital stock or any such
               options, warrants, rights, convertible securities or obligations;

                       (iii) All of the issued and outstanding capital stock of
               the Company and its only subsidiary Big 5 Corp., has been duly
               authorized and validly issued and is fully paid and
               nonassessable; and all of the capital stock of Big 5 Corp. is
               owned of record by the Company;

                       (iv) The Offered Securities to be sold by the Company and
               delivered on such Closing Date and all other outstanding shares
               of Securities have been duly authorized and validly issued, are
               fully paid and nonassessable and conform to the description
               thereof contained in the Prospectus; and the stockholders of the
               Company have no preemptive rights with respect to the Securities
               under the Delaware General Corporation Law or any contract filed
               as an exhibit to the Registration Statement or, to such counsel's
               knowledge,


                                       17


<PAGE>
               any other agreement to which the Company is a party or by which
               the Company is bound;

                       (v) Other than the agreements listed in Schedule C, there
               are no contracts, agreements or understandings known to such
               counsel between the Company and any person granting such person
               the right to require the Company to file a registration statement
               under the Act with respect to any securities of the Company owned
               or to be owned by such person or to require the Company to
               include such securities in the securities registered pursuant to
               the Registration Statement or in any securities being registered
               pursuant to any other registration statement filed by the Company
               under the Act;

                       (vi) The Company is not and, after giving effect to the
               offering and sale of the Offered Securities and the application
               of the proceeds thereof as described in the Prospectus, will not
               be an "investment company" as defined in the Investment Company
               Act of 1940;

                       (vii) No consent, approval, authorization or order of, or
               filing with, any governmental agency or body or any court is
               required under any law which in our experience is generally
               applicable to transactions of the type contemplated by this
               Agreement and the Custody Agreement for the consummation of the
               transactions contemplated by this Agreement or the Custody
               Agreement in connection with the issuance or sale of the Offered
               Securities, except such as have been obtained and made under the
               Act and the Exchange Act and such as may be required by the NASD
               under state securities laws;

                       (viii) The execution, delivery and performance of this
               Agreement or the Custody Agreement and the consummation of the
               transactions herein or therein contemplated will not result in a
               breach or violation of any of the terms and provisions of, or
               constitute a default under, any statute, any rule, regulation or
               order of any governmental agency or body or any court having
               jurisdiction over the Company or any subsidiary of the Company or
               any of their properties which in our experience is generally
               applicable to transactions of the type contemplated by this
               Agreement and the Custody Agreement, or any agreement or
               instrument that is included as an exhibit to the Registration
               Statement and to which the Company or any such subsidiary is a
               party or by which the Company or any such subsidiary is bound or
               to which any of the properties of the Company or any such
               subsidiary is subject, or the charter or by-laws of the Company
               or any such subsidiary, and the Company has full power and
               authority to authorize, issue and sell the Offered Securities to
               be sold by it as contemplated by this Agreement;

                       (ix) The Initial Registration Statement was declared
               effective under the Act as of the date and time specified in such
               opinion, the Additional Registration Statement (if any) was filed
               and became effective under the Act as of the date and time (if
               determinable) specified in such opinion, the Prospectus either
               was filed with the Commission pursuant to the subparagraph of
               Rule 424(b) specified in such opinion on the date specified
               therein or was included in the Initial Registration Statement or
               the


                                       18


<PAGE>
               Additional Registration Statement (as the case may be), and, to
               the best of the knowledge of such counsel, no stop order
               suspending the effectiveness of a Registration Statement or any
               part thereof has been issued and no proceedings for that purpose
               have been instituted or are pending or contemplated under the
               Act, and each Registration Statement and the Prospectus, and each
               amendment or supplement thereto, as of their respective effective
               or issue dates, complied as to form in all material respects with
               the requirements of the Act and the Rules and Regulations;

                       (x) This Agreement has been duly authorized, executed and
               delivered by the Company; and

                       (xi) The Amended and Restated Certificate of
               Incorporation and the Stock Split have been duly and validly
               authorized by all necessary corporate action of the Company's
               stockholders and board of directors.

        In addition, such counsel shall state that they have participated in
conferences with officers and other representatives of the Company,
representatives of the independent public or certified public accountants for
the Company and with representatives of the Underwriters at which the contents
of the Registration Statement and the Prospectus, and any supplements or
amendments thereto, and related matters were discussed and, although such
counsel is not passing upon (except for the opinions explicitly given above) and
does not assume any responsibility for the accuracy, completeness or fairness of
the statements contained in the Registration Statement or the Prospectus (except
for the opinions explicitly given above), and any supplements or amendments
thereto, on the basis of the foregoing, nothing has come to their attention
which would lead them to believe that either the Registration Statement or any
amendments thereto, at the time the Registration Statement or such amendments
became effective, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, that the Prospectus, as of the Effective
Date, contained an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made when such document was so filed,
not misleading (it being understood that such counsel need express no belief as
to the financial statements or schedules or other financial or statistical data
derived therefrom, included or incorporated by reference in the Registration
Statement or the Prospectus or any amendments or supplements thereto).

               (e) The Representatives shall have received an opinion, dated
        such Closing Date, of Irell & Manella LLP, counsel for the Selling
        Stockholders, to the effect that:

                       (i) Each Selling Stockholder has full right, power and
               authority to sell, assign, transfer and deliver the Offered
               Securities delivered by such Selling Stockholder on such Closing
               Date hereunder;

                       (ii) Assuming that neither the Representatives nor any
               Underwriter has notice of any adverse claims with respect to
               Certificate number __ registered in the name ___________ and
               evidencing ___ shares of Common Stock of the Company then,


                                       19


<PAGE>
               upon delivery to the Representative of such certificate indorsed
               in blank by an effective indorsement, the Representative will
               acquire such certificate (and the shares represented thereby)
               free of any adverse claims under Section 8-303 of the Uniform
               Commercial Code as in effect on the date hereof in the State of
               California;

                       (iii) No consent, approval, authorization or order of, or
               filing with, any governmental agency or body or any court is
               required to be obtained or made by any Selling Stockholder under
               any law which in our experience is generally applicable to
               transactions of the type contemplated by this Agreement and the
               Custody Agreement for the consummation of the transactions
               contemplated by the Custody Agreement or this Agreement in
               connection with the sale of the Offered Securities sold by the
               Selling Stockholders, except such as have been obtained and made
               under the Act and such as may be required under state securities
               laws;

                       (iv) The execution, delivery and performance of the
               Custody Agreement and this Agreement and the consummation of the
               transactions therein and herein contemplated will not result in a
               breach or violation of any of the terms and provisions of, or
               constitute a default under, any statute, any rule, regulation or
               order of any governmental agency or body or any court having
               jurisdiction over any Selling Stockholder or any of their
               properties which in our experience is generally applicable to
               transactions of the type contemplated by this Agreement and the
               Custody Agreement or any agreement or instrument that is included
               as an exhibit to the Registration Statement and to which any
               Selling Stockholder is a party or by which any Selling
               Stockholder is bound or to which any of the properties of any
               Selling Stockholder is subject, or the charter or by-laws of any
               Selling Stockholder which is a corporation;

                       (v) The Power of Attorney and related Custody Agreement
               with respect to each Selling Stockholder has been duly
               authorized, executed and delivered by such Selling Stockholder
               and constitute valid and legally binding obligations of such
               Selling Stockholder enforceable in accordance with their terms,
               subject to bankruptcy, insolvency, fraudulent transfer,
               reorganization, moratorium and similar laws of general
               applicability relating to or affecting creditors' rights and to
               general equity principles; and

                       (vi) This Agreement has been duly authorized, executed
               and delivered by each Selling Stockholder.

               (f) The Representatives shall have received from Skadden, Arps,
        Slate, Meagher & Flom LLP, counsel for the Underwriters, such opinion or
        opinions, dated such Closing Date, with respect to the incorporation of
        the Company, the validity of the Offered Securities delivered on such
        Closing Date, the Registration Statements, the Prospectus and other
        related matters as the Representatives may require, and the Selling
        Stockholders and the Company shall have furnished to such counsel such
        documents as they request for the purpose of enabling them to pass upon
        such matters.

               (g) The Representatives shall have received a certificate, dated
        such Closing Date, of the President or any Vice President and a
        principal financial or accounting officer of the


                                       20


<PAGE>
        Company in which such officers, to the best of their knowledge after
        reasonable investigation, shall state that: the representations and
        warranties of the Company in this Agreement are true and correct; the
        Company has complied with all agreements and satisfied all conditions on
        its part to be performed or satisfied hereunder at or prior to such
        Closing Date; no stop order suspending the effectiveness of any
        Registration Statement has been issued and no proceedings for that
        purpose have been instituted or are contemplated by the Commission; the
        Additional Registration Statement (if any) satisfying the requirements
        of subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule
        462(b), including payment of the applicable filing fee in accordance
        with Rule 111(a) or (b) under the Act, prior to the time the Prospectus
        was printed and distributed to any Underwriter; and, subsequent to the
        dates of the most recent financial statements in the Prospectus, there
        has been no material adverse change, nor any development or event
        involving a prospective material adverse change, in the condition
        (financial or other), business, properties or results of operations of
        the Company and its subsidiaries taken as a whole except as set forth in
        or contemplated by the Prospectus or as described in such certificate.

               (h) The Representatives shall have received a letter, dated such
        Closing Date, of KPMG LLP, which meets the requirements of subsection
        (a) of this Section 6, except that the specified date referred to in
        such subsection will be a date not more than three days prior to such
        Closing Date for the purposes of this subsection.

               (i) On or prior to the date of this Agreement, the
        Representatives shall have received lockup letters from each of the
        executive officers and directors of the Company who are not Selling
        Stockholders and from each holder of shares of Securities or securities
        convertible into or exchangeable or exercisable for any shares of
        Securities of the Company who are not Selling Stockholders.

               (j) Receipt by the Representatives of evidence satisfactory to
        them that the Company shall have obtained the Amendment to the Credit
        Agreement, filed the Amended and Restated Certificate of Incorporation
        and effected the Stock Split, in each case, on terms previously
        disclosed to the Representatives and for the purposes described in the
        Prospectus.

The Selling Stockholders and the Company will furnish the Representatives with
such conformed copies of such opinions, certificates, letters and documents as
the Representatives reasonably request. CSFBC may in its sole discretion waive
on behalf of the Underwriters compliance with any conditions to the obligations
of the Underwriters hereunder, whether in respect of an Optional Closing Date or
otherwise.

        7. Indemnification and Contribution.

               (a) The Company will indemnify and hold harmless each
        Underwriter, its partners, directors and officers and each person, if
        any who controls such Underwriter within the meaning of Section 15 of
        the Act, against any losses, claims, damages or liabilities, joint or
        several, to which such Underwriter may become subject, under the Act or
        otherwise, insofar as such losses, claims, damages or liabilities (or
        actions in respect thereof) arise out of or are based upon any untrue
        statement or alleged untrue statement of any material fact contained in
        any Registration Statement, the Prospectus, or any amendment or
        supplement thereto, or any related preliminary prospectus, or arise out
        of or are based upon the omission or alleged omission to state therein a


                                       21


<PAGE>
        material fact required to be stated therein or necessary to make the
        statements therein not misleading, and will reimburse each Underwriter
        for any legal or other expenses reasonably incurred by such Underwriter
        in connection with investigating or defending any such loss, claim,
        damage, liability or action as such expenses are incurred; provided,
        however, that the Company will not be liable in any such case to the
        extent that any such loss, claim, damage or liability arises out of or
        is based upon an untrue statement or alleged untrue statement in or
        omission or alleged omission from any of such documents in reliance upon
        and in conformity with written information furnished to the Company by
        any Underwriter through the Representatives specifically for use
        therein, it being understood and agreed that the only such information
        furnished by any Underwriter consists of the information described as
        such in subsection (c) below; and provided, further, that with respect
        to any untrue statement or alleged untrue statement in or omission or
        alleged omission from any preliminary prospectus the indemnity agreement
        contained in this subsection (a) shall not inure to the benefit of any
        Underwriter from whom the person asserting any such losses, claims,
        damages or liabilities purchased the Offered Securities concerned, to
        the extent that a prospectus relating to such Offered Securities was
        required to be delivered by such Underwriter under the Act in connection
        with such purchase and any such loss, claim, damage or liability of such
        Underwriter results from the fact that there was not sent or given to
        such person, at or prior to the written confirmation of the sale of such
        Offered Securities to such person, a copy of the Prospectus if the
        Company had previously furnished copies thereof to such Underwriter, and
        if the Prospectus (as so amended and supplemental) would have cured the
        defect giving rise to such loss, claim, damage or liability.

               (b) Each Selling Stockholder, severally and not jointly, will
        indemnify and hold harmless each Underwriter, its partners, directors
        and officers and each person who controls such Underwriter within the
        meaning of Section 15 of the Act, against any losses, claims, damages or
        liabilities, joint or several, to which such Underwriter may become
        subject, under the Act or otherwise, insofar as such losses, claims,
        damages or liabilities (or actions in respect thereof) arise out of or
        are based upon any untrue statement or alleged untrue statement of any
        material fact contained in any Registration Statement, the Prospectus,
        or any amendment or supplement thereto, or any related preliminary
        prospectus, or arise out of or are based upon the omission or alleged
        omission to state therein a material fact required to be stated therein
        or necessary to make the statements therein not misleading, and will
        reimburse each Underwriter for any legal or other expenses reasonably
        incurred by such Underwriter in connection with investigating or
        defending any such loss, claim, damage, liability or action as such
        expenses are incurred; provided, however, that such Selling Stockholder
        will not be liable in any such case to the extent that any such loss,
        claim, damage or liability arises out of or is based upon an untrue
        statement or alleged untrue statement in or omission or alleged omission
        from any of such documents in reliance upon and in conformity with
        written information furnished to the Company by an Underwriter through
        the Representatives specifically for use therein, it being understood
        and agreed that the only such information furnished by any Underwriter
        consists of the information described as such in subsection (c) below;
        and provided, further, that with respect to any untrue statement or
        alleged untrue statement in or omission or alleged omission from any
        preliminary prospectus the indemnity agreement contained in this
        subsection (a) shall not inure to the benefit of any Underwriter from
        whom the person asserting any such losses, claims, damages or
        liabilities purchased the Offered Securities concerned, to the extent
        that a prospectus relating to such Offered Securities was required to be
        delivered by such Underwriter under the Act in


                                       22


<PAGE>
        connection with such purchase and any such loss, claim, damage or
        liability of such Underwriter results from the fact that there was not
        sent or given to such person, at or prior to the written confirmation of
        the sale of such Offered Securities to such person, a copy of the
        Prospectus if the Company had previously furnished copies thereof to
        such Underwriter, and if the Prospectus (as so amended and supplemented)
        would have cured the defect giving rise to such loss, claim, damage or
        liability; provided, further that each Selling Stockholder shall only be
        subject to such liability to the extent that the untrue statement or
        alleged untrue statement or omission or alleged omission is based upon
        information provided by such Selling Stockholder or contained in a
        representation or warranty given by such Selling Stockholder in this
        Agreement or the Custody Agreement; and provided, further, that the
        liability under this subsection of each Selling Stockholder shall be
        limited to an amount equal to the aggregate gross proceeds after
        underwriting commissions and discounts, but before expenses, to such
        Selling Stockholder from the sale of Securities sold by such Selling
        Stockholder hereunder.

               (c) Each Underwriter will severally and not jointly indemnify and
        hold harmless the Company, its directors and officers and each person,
        if any, who controls the Company within the meaning of Section 15 of the
        Act, and each Selling Stockholder against any losses, claims, damages or
        liabilities to which the Company or such Selling Stockholder may become
        subject, under the Act or otherwise, insofar as such losses, claims,
        damages or liabilities (or actions in respect thereof) arise out of or
        are based upon any untrue statement or alleged untrue statement of any
        material fact contained in any Registration Statement, the Prospectus,
        or any amendment or supplement thereto, or any related preliminary
        prospectus, or arise out of or are based upon the omission or the
        alleged omission to state therein a material fact required to be stated
        therein or necessary to make the statements therein not misleading, in
        each case to the extent, but only to the extent, that such untrue
        statement or alleged untrue statement or omission or alleged omission
        was made in reliance upon and in conformity with written information
        furnished to the Company by such Underwriter through the Representatives
        specifically for use therein, and will reimburse any legal or other
        expenses reasonably incurred by the Company and each Selling Stockholder
        in connection with investigating or defending any such loss, claim,
        damage, liability or action as such expenses are incurred, it being
        understood and agreed that the only such information furnished by any
        Underwriter consists of the following information in the Prospectus
        furnished on behalf of each Underwriter: the concession and reallowance
        figures appearing in the fourth paragraph and the information appearing
        in the sixth paragraph under the caption "Underwriting."

               (d) Promptly after receipt by an indemnified party under this
        Section 7 of notice of the commencement of any action, such indemnified
        party will, if a claim in respect thereof is to be made against an
        indemnifying party under subsection (a), (b) or (c) above, notify the
        indemnifying party of the commencement thereof; but the omission so to
        notify the indemnifying party will not relieve it from any liability
        which it may have to any indemnified party otherwise than under
        subsection (a), (b) or (c) above. In case any such action is brought
        against any indemnified party and it notifies an indemnifying party of
        the commencement thereof, the indemnifying party will be entitled to
        participate therein and, to the extent that it may wish, jointly with
        any other indemnifying party similarly notified, to assume the defense
        thereof, with counsel satisfactory to such indemnified party (who shall
        not, except with the consent of the indemnified party, be counsel to the
        indemnifying party), and after notice from the indemnifying party to
        such indemnified party of its election so to assume the defense thereof,
        the indemnifying party will not


                                       23


<PAGE>
        be liable to such indemnified party under this Section 7 for any legal
        or other expenses subsequently incurred by such indemnified party in
        connection with the defense thereof other than reasonable costs of
        investigation. No indemnifying party shall, without the prior written
        consent of the indemnified party, effect any settlement of any pending
        or threatened action in respect of which any indemnified party is or
        could have been a party and indemnity could have been sought hereunder
        by such indemnified party unless such settlement (i) includes an
        unconditional release of such indemnified party from all liability on
        any claims that are the subject matter of such action and (ii) does not
        include a statement as to, or an admission of, fault, culpability or a
        failure to act by or on behalf of an indemnified party.

               (e) If the indemnification provided for in this Section 7 is
        unavailable or insufficient to hold harmless an indemnified party under
        subsection (a), (b) or (c) above, then each indemnifying party shall
        contribute to the amount paid or payable by such indemnified party as a
        result of the losses, claims, damages or liabilities referred to in
        subsection (a), (b) or (c) above (i) in such proportion as is
        appropriate to reflect the relative benefits received by the Company and
        the Selling Stockholders on the one hand and the Underwriters on the
        other from the offering of the Securities or (ii) if the allocation
        provided by clause (i) above is not permitted by applicable law, in such
        proportion as is appropriate to reflect not only the relative benefits
        referred to in clause (i) above but also the relative fault of the
        Company and the Selling Stockholders on the one hand and the
        Underwriters on the other in connection with the statements or omissions
        which resulted in such losses, claims, damages or liabilities as well as
        any other relevant equitable considerations. The relative benefits
        received by the Company and the Selling Stockholders on the one hand and
        the Underwriters on the other shall be deemed to be in the same
        proportion as the total net proceeds from the offering (before deducting
        expenses) received by the Company and the Selling Stockholders bear to
        the total underwriting discounts and commissions received by the
        Underwriters. The relative fault shall be determined by reference to,
        among other things, whether the untrue or alleged untrue statement of a
        material fact or the omission or alleged omission to state a material
        fact relates to information supplied by the Company, the Selling
        Stockholders or the Underwriters and the parties' relative intent,
        knowledge, access to information and opportunity to correct or prevent
        such untrue statement or omission. The amount paid by an indemnified
        party as a result of the losses, claims, damages or liabilities referred
        to in the first sentence of this subsection (e) shall be deemed to
        include any legal or other expenses reasonably incurred by such
        indemnified party in connection with investigating or defending any
        action or claim which is the subject of this subsection (e).
        Notwithstanding the provisions of this subsection (e), no Underwriter
        shall be required to contribute any amount in excess of the amount by
        which the total price at which the Securities underwritten by it and
        distributed to the public were offered to the public exceeds the amount
        of any damages which such Underwriter has otherwise been required to pay
        by reason of such untrue or alleged untrue statement or omission or
        alleged omission. No person guilty of fraudulent misrepresentation
        (within the meaning of Section 11(f) of the Act) shall be entitled to
        contribution from any person who was not guilty of such fraudulent
        misrepresentation. The Underwriters' obligations in this subsection (e)
        to contribute are several in proportion to their respective underwriting
        obligations and not joint.

               (f) The obligations of the Company and the Selling Stockholders
        under this Section 7 shall be in addition to any liability which the
        Company and the Selling Stockholders may otherwise have and shall
        extend, upon the same terms and conditions, to each person, if any, who
        controls


                                       24


<PAGE>
        any Underwriter within the meaning of the Act; and the obligations of
        the Underwriters under this Section 7 shall be in addition to any
        liability which the respective Underwriters may otherwise have and shall
        extend, upon the same terms and conditions, to each director of the
        Company, to each officer of the Company who has signed a Registration
        Statement and to each person, if any, who controls the Company within
        the meaning of the Act.

        8. Default of Underwriters. If any Underwriter or Underwriters default
in their obligations to purchase Offered Securities hereunder on either the
First or any Optional Closing Date and the aggregate number of shares of Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total number of shares of Offered Securities
that the Underwriters are obligated to purchase on such Closing Date, CSFBC may
make arrangements satisfactory to the Company and the Selling Stockholders for
the purchase of such Offered Securities by other persons, including any of the
Underwriters, but if no such arrangements are made by such Closing Date, the
non-defaulting Underwriters shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Offered Securities that such
defaulting Underwriters agreed but failed to purchase on such Closing Date. If
any Underwriter or Underwriters so default and the aggregate number of shares of
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total number of shares of Offered Securities that the Underwriters
are obligated to purchase on such Closing Date and arrangements satisfactory to
CSFBC, the Company and the Selling Stockholders for the purchase of such Offered
Securities by other persons are not made within 36 hours after such default,
this Agreement will terminate without liability on the part of any
non-defaulting Underwriter, the Company or the Selling Stockholders, except as
provided in Section 9 (provided that if such default occurs with respect to
Optional Securities after the First Closing Date, this Agreement will not
terminate as to the Firm Securities or any Optional Securities purchased prior
to such termination). As used in this Agreement, the term "Underwriter" includes
any person substituted for an Underwriter under this Section 8. Nothing herein
will relieve a defaulting Underwriter from liability for its default.

        9. Survival of Certain Representations and Obligations. The respective
indemnities, agreements, representations, warranties and other statements of the
Selling Stockholders of the Company or its officers and of the several
Underwriters set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Underwriter, any Selling
Stockholder, the Company or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Offered Securities. If this Agreement is terminated pursuant to Section
8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company and the Selling Stockholders shall
remain responsible for the expenses to be paid or reimbursed by them pursuant to
Section 5 and the respective obligations of the Company, the Selling
Stockholders, and the Underwriters pursuant to Section 7 shall remain in effect,
and if any Offered Securities have been purchased hereunder the representations
and warranties in Section 2 and all obligations under Section 5 shall also
remain in effect. If the purchase of the Offered Securities by the Underwriters
is not consummated for any reason other than solely because of the termination
of this Agreement pursuant to Section 8 or the occurrence of any event specified
in clause (iii), (iv), (v), (vi) or (vii) of Section 6(c), the Company will
reimburse the Underwriters for all out-of-pocket expenses (including fees and
disbursements of counsel) reasonably incurred by them in connection with the
offering of the Offered Securities.


                                       25


<PAGE>
        10. Notices. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed
to the Representatives, c/o Credit Suisse First Boston Corporation, Eleven
Madison Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory
Group, or, if sent to the Company, will be mailed, delivered or telegraphed and
confirmed to it at Big 5 Sporting Goods Corporation, 2525 East El Segundo Blvd.,
El Segundo, CA 90245, Attention: Gary Meade, Esq., or, if sent to the Selling
Stockholders or any of them, will be mailed, delivered or telegraphed and
confirmed to Steven G. Miller at Big 5 Sporting Goods Corporation, 2525 East El
Segundo Blvd., El Segundo, CA 90245; provided, however, that any notice to an
Underwriter pursuant to Section 7 will be mailed, delivered or telegraphed and
confirmed to such Underwriter.

        11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective personal representatives
and successors and the officers and directors and controlling persons referred
to in Section 7, and no other person will have any right or obligation
hereunder.

        12. Representation. The Representatives will act for the several
Underwriters in connection with the transactions contemplated by this Agreement,
and any action under this Agreement taken by the Representatives jointly or by
CSFBC will be binding upon all the Underwriters. Steven G. Miller will act for
the Selling Stockholders in connection with such transactions, and any action
under or in respect of this Agreement taken by Steven G. Miller will be binding
upon all the Selling Stockholders.

        13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

        14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT
LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW
AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).

        The Company hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.


                                       26


<PAGE>
        If the foregoing is in accordance with the Representatives'
understanding of our agreement, kindly sign and return to the Company one of the
counterparts hereof, whereupon it will become a binding agreement among the
Selling Stockholders, the Company and the several Underwriters in accordance
with its terms.

                     Very truly yours,

                     BIG 5 SPORTING GOODS CORPORATION

                     By:
                        ------------------------------------------------
                        Name:
                        Title:

                     THE SELLING STOCKHOLDERS

                     By:
                        ------------------------------------------------
                        Steven G. Miller, as Attorney-in-Fact on behalf
                        of the Selling Stockholders named in Schedule A hereto


The foregoing Underwriting Agreement is hereby confirmed
and accepted as of the date first above written.

CREDIT SUISSE FIRST BOSTON CORPORATION
U.S. BANCORP PIPER JAFFRAY INC.
JEFFERIES & COMPANY, INC.
STEPHENS INC.
  Acting on behalf of themselves and as the
    Representatives of the several Underwriters

    By CREDIT SUISSE FIRST BOSTON CORPORATION

    By
      -------------------------------------
      Name:
      Title:



<PAGE>
                                   SCHEDULE A


<TABLE>
<CAPTION>
                                                                       NUMBER OF      NUMBER OF
                                                                         FIRM         OPTIONAL
                                                                      SECURITIES   SECURITIES TO
                  SELLING STOCKHOLDER                                 TO BE SOLD      BE SOLD
                                                                      ----------   -------------
<S>                                                                   <C>          <C>
Robert W. Miller and Florence H. Miller, Trustees of the
Robert W. and Florence H. Miller Family Trust dated
January 11, 1991 ................................................        366,405       97,831
Robert W. and Florence Miller Family Partners, L.P. .............        545,198      145,570
Steven G. Miller and Jacquelyne G. Miller, Trustees of the
Steven G. Miller and Jacquelyne G. Miller Family Trust dated
September 13, 1990 ..............................................        291,600      113,400
Michael D. Miller, Trustee of the Miller Living Trust dated
December 11, 1997 ...............................................        145,800       56,700
Charles P. Kirk .................................................         69,984       27,216
Gary S. Meade ...................................................         16,038        6,237
Richard A. Johnson ..............................................         69,984       27,216
Thomas J. Schlauch ..............................................         58,320       22,680
Jeffrey L. Fraley ...............................................         23,328        9,072
                                                                       ---------      -------
Total ...........................................................      1,586,657      505,922
                                                                       =========      =======
</TABLE>


<PAGE>
                                   SCHEDULE B


<TABLE>
<CAPTION>
                                                   NUMBER OF
                                                      FIRM
                                                  SECURITIES
                                                     TO BE
               UNDERWRITER                         PURCHASED
                                                  ----------
<S>                                               <C>
Credit Suisse First Boston Corporation
U.S. Bancorp Piper Jaffray Inc. .............
Jefferies & Company, Inc. ...................
Stephens Inc. ...............................
                                                   ---------
Total .......................................      7,700,000
                                                   =========
</TABLE>


<PAGE>
                                   SCHEDULE C

Stock Subscription Agreement dated as of September 25, 1992 by and among Big 5
Corporation, a Delaware corporation, Green Equity Investors, L.P., a Delaware
limited partnership, and the people or entities identified on Schedule 1
attached thereto.

Stock Subscription Agreement dated as of September 25, 1992 by and between Big 5
Corporation, a Delaware corporation, and Green Equity Investors, L.P., a
Delaware limited partnership.

Management Subscription and Stockholders Agreement dated as of October 15, 1992
by and among Big 5 Corporation, a Delaware corporation, Green Equity Investors,
L.P., a Delaware limited partnership, and the people identified on Schedule 1
attached thereto.

Management Subscription and Stockholders Agreement dated as of October 15, 1992
by and among Big 5 Corporation, a Delaware corporation, Green Equity Investors,
L.P., a Delaware limited partnership, and the people identified on Schedule 1
attached thereto.

Management Subscription and Stockholders Agreement dated as of November 11, 1997
by and among Big 5 Holdings Corp., a Delaware corporation, and the people
identified on Annex A attached thereto.

Management Subscription and Stockholders Agreement dated as of November 11, 1997
by and among Big 5 Holdings Corp., a Delaware corporation, and the people
identified on Annex A attached thereto.



