PLAN AND AGREEMENT OF DISTRIBUTION

This plan and agreement, dated as of January 10, 2002, is between AXP(R) Growth
Series, Inc., on behalf of its underlying series AXP(R) Large Cap Equity Fund
(the "Fund"), and American Express Financial Advisors Inc. ("AEFA"), the
principal underwriter of the Fund, for distribution services to the Fund.

The plan and agreement has been approved by members of the Board of Directors
(the "Board") of the Fund who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the plan or any
related agreement, and all of the members of the Board, in person, at a meeting
called for the purpose of voting on the plan and agreement.

The plan and agreement provides that:

1.   The Fund will reimburse AEFA for expenses incurred in connection with
     distributing the Fund's shares and providing personal service to
     shareholders. These expenses include sales commissions; business, employee
     and financial advisor expenses charged to distribution of Class A and Class
     B shares; and overhead appropriately allocated to the sale of Class A and
     Class B shares.

2.   A portion of the fee under the agreement will be used to compensate AEFA,
     financial advisors and other servicing agents for personal service to
     shareholders. Fees paid will be used to help shareholders thoughtfully
     consider their investment goals and objectively monitor how well the goals
     are being achieved. AEFA represents that it will continue to provide the
     same level of service as was provided under the previous shareholder
     service agreement.

3.   AEFA agrees to monitor the services it provides, to measure the level and
     quality of services and to provide training and support to financial
     advisors and servicing agents. AEFA will use its best efforts to assure
     that other distributors provide comparable services to shareholders.

4.   For Class A shares, the fee under this agreement will be equal on an annual
     basis to 0.25% of the average daily net assets of the Fund attributable to
     Class A shares. The amount so determined shall be paid to AEFA in cash
     within five (5) business days after the last day of each month.

5.   For Class B shares, the fee under this agreement will be equal on an annual
     basis to 1.00% of the average daily net assets of the Fund attributable to
     Class B shares. Of that amount, 0.75% shall be reimbursed for distribution
     expenses. The additional 0.25% shall be paid to AEFA to compensate AEFA,
     financial advisors and servicing agents for personal service to
     shareholders and maintenance of shareholder accounts. The amount so
     determined shall be paid to AEFA in cash within five (5) business days
     after the last day of each month.


6.   For each  purchase of Class B shares,  the Class B shares will be converted
     to Class A shares in the ninth year of ownership.

7.   The Fund understands that if a shareholder redeems Class B shares before
     they are converted to Class A shares, AEFA will impose a sales charge
     directly on the redemption proceeds to cover those expenses it has
     previously incurred on the sale of those shares.

8.   AEFA agrees to provide at least quarterly an analysis of expenses under
     this agreement and to meet with representatives of the Fund as reasonably
     requested to provide additional information.

9.   The plan and agreement shall continue in effect for a period of more than
     one year provided it is reapproved at least annually in the same manner in
     which it was initially approved.

10.  The plan and agreement may not be amended to increase materially the amount
     that may be paid by the Fund without the approval of a least a majority of
     the outstanding shares of the relevant class. Any other amendment must be
     approved in the manner in which the plan and agreement was initially
     approved.

11.  This agreement may be terminated as to Class A or Class B at any time
     without payment of any penalty by a vote of a majority of the members of
     the Board who are not interested persons of the Fund and have no financial
     interest in the operation of the plan and agreement, or by vote of a
     majority of the outstanding shares of the relevant class, or by AEFA. The
     plan and agreement will terminate automatically in the event of its
     assignment as that term is defined in the Investment Company Act of 1940.

12.  This  plan and  agreement  shall be  governed  by the laws of the  State of
     Minnesota.

AXP GROWTH SERIES, INC.
         AXP Large Cap Equity Fund

/s/ Leslie L. Ogg
---------------------------
    Leslie L. Ogg
    Vice President

AMERICAN EXPRESS FINANCIAL ADVISORS INC.

/s/ Paula R. Meyer
--------------------------
    Paula R. Meyer
    Vice President - Mutual Funds