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                                                                    EXHIBIT 99.1


                                5,200,000 SHARES

                        BIG 5 SPORTING GOODS CORPORATION

                                  COMMON STOCK

                             UNDERWRITING AGREEMENT

                                                               November 17, 2003

CREDIT SUISSE FIRST BOSTON LLC
   As Representative of the Several Underwriters,
    Eleven Madison Avenue,
     New York, NY  10010-3629

Dear Ladies and Gentlemen:

         1.       Introductory. Big 5 Sporting Goods Corporation, a Delaware
corporation (the "COMPANY"), and Green Equity Investors, L.P., a Delaware
limited partnership (the "SELLING STOCKHOLDER"), confirm their respective
agreements with the several Underwriters named in Schedule A hereto (the
"UNDERWRITERS"), with respect to the sale by the Selling Stockholder and the
purchase by the Underwriters of 5,200,000 shares (the "FIRM SECURITIES") of the
Company's Common Stock, par value $0.01 per share ("SECURITIES"). The Selling
Stockholder also proposes to sell to the Underwriters, at the option of the
Underwriters, an aggregate of not more than 780,000 additional outstanding
shares of the Company's Securities (such 780,000 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 Stockholder hereby agree with the Underwriters as
follows:

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

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

                           (i)      A registration statement (No. 333-109570),
                  including a prospectus, relating to the Offered Securities has
                  been filed with the Securities and Exchange Commission
                  ("COMMISSION") and become effective under the Securities Act
                  of 1933, as amended ("ACT"). Such registration statement, as
                  amended up until the date hereof, is hereinafter referred to
                  as the "Registration Statement", and the prospectus included
                  in such Registration Statement, as supplemented to reflect the
                  terms of the offering of the Offered Securities as
                  contemplated by Section 5(a) hereof, as filed with the
                  Commission pursuant to and in accordance with Rule 424(b)
                  ("RULE 424(b)") under the Act, including all material
                  incorporated by reference therein, 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)     On the effective date of the Registration
                  Statement, the Registration Statement conformed in all
                  material respects to the requirements of the Act and the rules

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                  and regulations of the Commission thereunder ("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, and on the date of this Agreement, the
                  Registration Statement conforms in all material respects to
                  the requirements of the Act and the Rules and Regulations, and
                  does 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,
                  and the Prospectus conforms in all material respects to the
                  requirements of the Act and the Rules and Regulations, and
                  does 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, in light of the
                  circumstances under which they were made, not misleading,
                  except that the foregoing does not apply to statements in or
                  omissions from any of such documents based upon written
                  information furnished to the Company by any Underwriter
                  through the Representative, 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; 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, including the Offered Securities, have been
                  validly issued, are fully paid and nonassessable and conform
                  in all material respects to the description thereof contained
                  in the Prospectus; 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.

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                           (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
                  B 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 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. Other than the Selling
                  Stockholder (which exercised demand registration rights in
                  order to cause this registered offering of the Offered
                  Securities and elected not to include in this offering all of
                  the Securities it owns), each such person either (A) does not
                  have, or has waived any rights to require the Company to
                  include any securities in the Securities registered pursuant
                  to the Registration Statement or (B) has the ability to sell
                  100% of such person's securities pursuant to Rule 144(k) of
                  the Act.

                           (viii)   The Offered Securities have been approved
                  for listing 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 sale of
                  the Offered Securities by the Selling Stockholder, 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 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, (A) 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, (B) 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 (C) the charter or
                  by-laws of the Company or any such subsidiary.

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

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

                           (xiii)   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.

                           (xiv)    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.

                           (xv)     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.

                           (xvi)    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.

                           (xvii)   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

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                  actions, suits or proceedings are, to the Company's knowledge,
                  threatened or contemplated.

                           (xviii)  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.

                           (xix)    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.

                           (xx)     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.

                           (xxi)    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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                           (xxii)   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;
                  provided, however, that the Company does not make any
                  representation or warranty about the activities of the Selling
                  Stockholder in this clause (xxii);

                           (xxiii)  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.

                           (xxiv)   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.

                           (xxv)    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.

                           (xxvi)   The Amendment to the Credit Agreement of Big
                  5 Corp., dated as of October 31, 2003 (the "CREDIT AGREEMENT
                  AMENDMENT") has been duly authorized, executed and delivered
                  by Big 5 Corp., and the execution, delivery and performance of
                  the Credit Agreement Amendment will not result in a breach or
                  violation of any of the terms and provisions of, or constitute
                  a default under, (A) any statute, any rule,

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                  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, (B) 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 (C) the charter or
                  by-laws of the Company or any such subsidiary.

                           (xxvii)  The redemption of $35,000,000 in principal
                  amount of the 10.875% senior notes due 2007 of Big 5 Corp. has
                  been duly authorized by Big 5 Corp., Big 5 Corp. has provided
                  all notices required in order to redeem the 10.875% senior
                  notes due 2007, and such redemption will not result in a
                  breach or violation of any of the terms and provisions of, or
                  constitute a default under, (A) 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, (B) 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 (C) the charter or
                  by-laws of the Company or any such subsidiary.

                  (b)      The Selling Stockholder 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
                  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 and the Custody Agreement
                  have been duly authorized, executed and delivered; and the
                  Custody Agreement is, and at all times through each Closing
                  Date will be, a valid and binding obligation 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 (x)
                  the information in the Prospectus under the caption "Selling
                  Stockholder" and (y) the information in the Prospectus under
                  the caption "Principal and Selling Stockholders" as such
                  information relates to the Selling Stockholder.

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                           (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.

                           (v)      Neither the Selling Stockholder, 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.

         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 Selling Stockholder
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Selling Stockholder, at a purchase price of
$17.214 per share, that number of Firm Securities (rounded up or down, as
determined by Credit Suisse First Boston LLC ("CSFB") in its discretion, in
order to avoid fractions) obtained by multiplying 5,200,000 shares of Firm
Securities 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 A 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 Stockholder hereunder have been placed in custody, for delivery
 under this Agreement, under a Custody Agreement made with the Company, as
 custodian ("CUSTODIAN"). The Selling Stockholder agrees that the shares
 represented by the certificates held in custody for the Selling Stockholder
 under such Custody Agreement are subject to the interests of the Underwriters
 hereunder, that the arrangements made by the Selling Stockholder for such
 custody are to that extent irrevocable, and that the obligations of the Selling
 Stockholder hereunder shall not be terminated by operation of law, whether by
 the death of any general partner of the general partner of the Selling
 Stockholder or the occurrence of any other event. If any general partner of the
 general partner of the Selling Stockholder should die, or if any other such
 event should occur, or if the Selling Stockholder is dissolved or terminated,
 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 Custodian will deliver the Firm Securities to the Representative
 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 CSFB drawn to the order of Green Equity
 Investors, L.P., 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 November 21, 2003, or at such other time not later than seven full business
 days thereafter as CSFB 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

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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 CSFB 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 CSFB given to the Selling
 Stockholder 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 Selling Stockholder agrees to sell to the Underwriters the
 respective numbers of shares of Optional Securities specified in such notice.
 Such Optional Securities shall be purchased from the 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 CSFB 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 CSFB to the
 Selling Stockholder.

         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 CSFB
 but shall be not later than five full business days after written notice of
 election to purchase Optional Securities is given. The Custodian will deliver
 the Optional Securities being purchased on each Optional Closing Date to the
 Representative 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 CSFB drawn to
 the order of Green Equity Investors, L.P., 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 CSFB 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 Stockholder.
The Company agrees with the several Underwriters and the Selling Stockholder
that:

                  (a)      The Company will file the Prospectus with the
         Commission pursuant to and in accordance with subparagraph (3) (or, if
         applicable and if consented to by CSFB, subparagraph (5)) of Rule
         424(b) not later than the second business day following the execution
         and delivery of this Agreement. The Company will advise CSFB promptly
         of any such filing pursuant to Rule 424(b). If 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 York time,
         on the date of this Agreement or, if earlier, on

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         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 CSFB.

                  (b)      The Company will advise CSFB promptly of any proposal
         to amend or supplement the Registration Statement or the Prospectus and
         will not effect such amendment or supplementation without CSFB's
         consent, which will not be unreasonably withheld; and the Company will
         also advise CSFB 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 CSFB 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 CSFB'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 16 months
         after the date of this Agreement, 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
         Registration Statement (or, if later, the effective date of any
         additional Registration Statement) which will satisfy the provisions of
         Section 11(a) of the Act.

                  (e)      The Company will furnish to the Representative copies
         of each Registration Statement (six 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 CSFB 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. All other documents shall be so furnished
         as 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
         CSFB designates and will continue such qualifications in effect so long
         as required for the distribution.

                  (g)      For a period of 90 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

                                       10
<PAGE>

         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 CSFB, except 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.

                  (h)      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 CSFB designates and the printing of
         memoranda relating thereto, for any applicable 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 Stockholder agrees 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 Stockholder of Offered
         Securities to the Underwriters and the fees and expenses of such
         Selling Stockholder's counsel.

                  (i)      The 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 behalf of the Selling Stockholder
         in connection with the sale of Securities by the Selling Stockholder.

                  (j)      The Selling Stockholder agrees, for a period of 90
         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 CSFB.

         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
Stockholder 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 Stockholder of their obligations hereunder and to the following
additional conditions precedent:

                                       11

<PAGE>

                  (a)      The Representative shall have received a letter,
         dated the date of delivery thereof, 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:

                           (i)      in their opinion the financial statements
                  and schedules examined by them and included in the Prospectus
                  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. 100, Interim Financial
                  Information, on the unaudited financial statements included in
                  the Prospectus;

                           (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 Prospectus 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

                                       12

<PAGE>

                           (iv)     they have compared specified dollar amounts
                  (or percentages derived from such dollar amounts) and other
                  financial information contained in the Prospectus (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 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.

                  All financial statements and schedules included in material
                  incorporated by reference into the Prospectus shall be deemed
                  included in the Prospectus for purposes of this subsection.

                  (b)      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 Representative, 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
         Representative, 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); (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 Representative, 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; (v) any suspension of trading of any
         securities of the Company on any exchange or in the over-the-counter
         market; (vi) any banking moratorium declared by U.S. Federal or New
         York authorities; or (vii) any major disruption of settlements of
         securities or clearance services in the United States or (viii) 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
         Representative, 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.

                                       13

<PAGE>

                  (d)      The Representative 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)    The Offered Securities and all other issued
                  and outstanding shares of capital stock of the Company and its
                  subsidiary Big 5 Corp., have been duly authorized and validly
                  issued and are 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 conform in all
                  material respects to the description thereof contained in the
                  Prospectus;

                           (v)      Other than the agreements listed in Schedule
                  B, 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 to be obtained or made by the Company under
                  any law which in such counsel's experience is generally
                  applicable to transactions of the type contemplated by this
                  Agreement for the consummation of the transactions
                  contemplated by this Agreement in connection with the 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 or under state securities laws;

                                       14

<PAGE>

                           (viii)   The execution, delivery and performance of
                  this Agreement and the consummation of the transactions herein
                  contemplated will not result in a breach or violation of any
                  of the terms and provisions of, or constitute a default under,
                  (A) any statute, any rule, regulation or order of any
                  governmental agency or body or any court having jurisdiction
                  over the Company or its subsidiary Big 5 Corp. or any of their
                  properties which in our experience is generally applicable to
                  transactions of the type contemplated by this Agreement, (B)
                  or any agreement or instrument that is included as an exhibit
                  to the Registration Statement and to which the Company or such
                  subsidiary is a party or by which the Company or such
                  subsidiary is bound or to which any of the properties of the
                  Company or such subsidiary is subject, or (C) the charter or
                  by-laws of the Company or such subsidiary;

                           (ix)     The 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 Registration
                  Statement or the additional Registration Statement (as the
                  case may be), and, to such counsel's knowledge, 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; and

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

         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, or that the Prospectus, as of its date and as
of the Closing Date, or any amendment or supplement thereto, as of its date or
as of the Closing Date, contained or contains an untrue statement of a material
fact or omitted or omits to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
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).

                                       15

<PAGE>

                  (e)      The Representative shall have received an opinion,
         dated such Closing Date, of Gibson, Dunn & Crutcher LLP, counsel for
         the Selling Stockholder, to the effect that:

                           (i)      The Selling Stockholder has all requisite
                  limited partnership power and authority to sell, assign,
                  transfer and deliver the Offered Securities delivered by such
                  Selling Stockholder on such Closing Date hereunder;

                           (ii)     Upon payment of the purchase price therefor
                  in accordance with this Agreement and assuming that neither
                  the Representative nor any Underwriter has notice of any
                  adverse claims (within the meaning of Section 8105 of the
                  Uniform Commercial Code as enacted and in effect on the date
                  hereof in the State of California (the "UCC")) with respect to
                  the stock certificates or the Offered Securities represented
                  thereby delivered on the date hereof, upon delivery (within
                  the meaning of Section 8301(a)(1) of the UCC) to the
                  Representative of such stock certificates endorsed in blank by
                  an effective endorsement (within the meaning of Section
                  8106(b)(1) of the UCC), each Underwriter will acquire its
                  interest in such stock certificates (and the Offered
                  Securities represented thereby) free of any adverse claims (as
                  defined in Section 8102(a)(1) of the UCC) under Section
                  8303(b) of the UCC;

                           (iii)    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, the limited
                  partnership agreement of the Selling Stockholder;

                           (iv)     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 the Selling
                  Stockholder under any law which in such counsel's 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
                  Stockholder, except such as have been obtained and made under
                  the Act and such as may be required under the Exchange Act and
                  state securities laws;

                           (v)      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, (a) any statute,
                  any rule or regulation which in such counsel's experience is
                  generally applicable to transactions of the type contemplated
                  by this Agreement and the Custody Agreement, (b) any order of
                  any governmental agency or any court having jurisdiction over
                  the Selling Stockholder identified to us by the Selling
                  Stockholder or (c) any of the agreements listed on Schedule A
                  to such counsel's opinion [schedule to include exhibits 4.1,
                  4.2 and 4.3 of the Form S-3 shelf registration statement];

                           (vi)     The Custody Agreement has been duly
                  authorized, executed and delivered by the Selling Stockholder
                  and constitutes a valid and legally binding obligation of the
                  Selling Stockholder enforceable in accordance with its terms,
                  subject to

                                       16

<PAGE>

                  bankruptcy, insolvency, fraudulent transfer, reorganization,
                  moratorium and similar laws of general applicability relating
                  to or affecting creditors' rights and to general equity
                  principles; and

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

                  (f)      The Representative 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 Registration Statements, the
         Prospectus and other related matters as the Representative may require,
         and the Selling Stockholder 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 Representative 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 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 the Prospectus or as described in such certificate.

                  (h)      The Representative shall have received a certificate,
         dated such Closing Date, of two executive officers of the general
         partner of the Selling Stockholder in which such officers, to the best
         of their knowledge after reasonable investigation, shall state that the
         representations and warranties of the Selling Stockholder in this
         Agreement are true and correct and that the Selling Stockholder 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.

                  (i)      The Representative 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.

                  (j)      On or prior to the date of this Agreement, the
         Representative shall have received lockup letters from each of the
         executive officers and directors of the Company.

The Selling Stockholder and the Company will furnish the Representative with
such conformed copies of such opinions, certificates, letters and documents as
the Representative reasonably requests. CSFB may

                                       17

<PAGE>

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 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 Representative 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)      The Selling Stockholder 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 the Selling Stockholder
         will not be liable in any such case to the extent that any such loss,
         claim,

                                       18

<PAGE>

         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
         Representative 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;
         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 (b) 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 supplemented) would have cured
         the defect giving rise to such loss, claim, damage or liability;
         provided, further, that the 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 the Selling Stockholder expressly for use in
         the Registration Statement, any preliminary prospectus or the
         Prospectus (or any amendment or supplement thereto), it being
         understood and agreed that the only such information furnished by the
         Selling Stockholder consists of the information set forth in the
         Prospectus under the heading "Selling Stockholder" and the information
         set forth in the Prospectus under the heading "Principal and Selling
         Stockholders" as such information relates to the Selling Stockholder;
         and provided, further, that the liability under this subsection of the
         Selling Stockholder shall be limited to an amount equal to the
         aggregate gross proceeds after underwriting commissions and discounts,
         but before expenses, to the Selling Stockholder from the sale of
         Securities sold by the 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 the Selling Stockholder against any losses,
         claims, damages or liabilities to which the Company or the 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 Representative specifically for use therein,
         and will reimburse any legal or other expenses reasonably incurred by
         the Company and the 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 under the caption "Underwriting."

                                       19

<PAGE>

                  (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; provided,
         however, that (i) the failure to notify the indemnifying party shall
         not relieve it from any liability that it may have under subsection
         (a), (b) or (c) above except to the extent that it has been materially
         prejudiced (through the forfeiture of substantive rights or defenses)
         by such failure and (ii) the failure to notify the indemnifying party
         shall not relieve it from any liability that it may have to an
         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 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 Stockholder 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 Stockholder 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
         Stockholder 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 Selling
         Stockholder 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 Stockholder 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

                                       20

<PAGE>

         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
         Stockholder under this Section 7 shall be in addition to any liability
         which the Company and the Selling Stockholder may otherwise have and
         shall extend, upon the same terms and conditions, to each person, if
         any, who controls 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,
CSFB may make arrangements satisfactory to the Company and the Selling
Stockholder 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 CSFB, the Company and the Selling Stockholder
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
Stockholder, 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 Stockholder, 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, the Selling
Stockholder, the Company or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment

                                       21

<PAGE>

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 Stockholder 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
Stockholder, 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), (vi), (vii) or (viii) 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.

         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 Representative, c/o Credit Suisse First Boston LLC, 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
Stockholder, will be mailed, delivered or telegraphed and confirmed to Leonard
Green & Associates, L.P., 11111 Santa Monica Boulevard, Suite 2000, Los Angeles,
California 90025, Attention: Jonathan A. Seiffer; 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 Representative will act for the several
Underwriters in connection with the transactions contemplated by this Agreement,
and any action under this Agreement taken by the Representative will be binding
upon all the Underwriters.

         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.

                                       22

<PAGE>

         If the foregoing is in accordance with the Representative's
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 Stockholder, the Company and the several Underwriters in accordance with
its terms.

                                            Very truly yours,

                                            BIG 5 SPORTING GOODS CORPORATION

                                            By: /s/ Steven G. Miller
                                                -------------------------------
                                               Name: Steven G. Miller
                                               Title: President and Chief
                                                      Executive Officer

                                            GREEN EQUITY INVESTORS, L.P.

                                            By: Leonard Green & Associates, L.P.
                                                Its general partner

                                            By: /s/ Jonathan D. Sokoloff
                                                -------------------------------
                                               Name: Jonathan D. Sokoloff
                                               Title: General Partner

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

CREDIT SUISSE FIRST BOSTON LLC
   Acting on behalf of itself and as the
    Representative of the several Underwriters

By /s/ Ted Iantuono
   ------------------------------
Name: Ted Iantuono
Title: Director



<PAGE>

                                         SCHEDULE A

<TABLE>
<CAPTION>
                                                              NUMBER OF
                                                           FIRM SECURITIES
                                                                TO BE
                       UNDERWRITER                            PURCHASED
                       -----------                            ---------
<S>                                                        <C>
Credit Suisse First Boston LLC ..........................     1,560,000

U.S. Bancorp Piper Jaffray Inc ..........................     1,378,000

Jefferies & Company, Inc. ...............................       780,000

Stephens Inc. ...........................................       780,000

SunTrust Capital Markets, Inc. ..........................       234,000

Wells Fargo Securities, LLC .............................       234,000

First Albany Capital Inc. ...............................       234,000
                                                              ---------
    Total ...............................................     5,200,000
                                                              =========
</TABLE>

<PAGE>

                                   SCHEDULE B

1.   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

2.   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, as amended.

3.   Management Subscription and Stockholders 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 Annex A attached thereto.

4.   Management Subscription and Stockholders 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 Annex A attached thereto.

5.   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.

6.   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.

7.   Investor Agreement dated as of November 13, 1997 among Big 5 Holdings
     Corp., Green Equity Investors, L.P., Steven G. Miller, Robert W. Miller and
     Ares Leveraged Investment Fund, L.P. and Amendment No. 1 dated as of April
     15, 2001 thereto.

