CLASS Y SHAREHOLDER SERVICE AGREEMENT

 This agreement, dated as of January 9, 2003, is by and between AXP(R) Growth
 Series, Inc., a Minnesota corporation, on behalf of its underlying series
 AXP(R) Quantitative Large Cap Equity Fund (the "Fund"), and American Express
 Financial Advisors Inc. ("AEFA"), the principal underwriter of the Fund, for
 services to be provided to shareholders of Class Y of the Fund by AEFA and
 other servicing agents.

 AEFA represents that shareholders consider personal service a significant
 factor in their satisfaction with their investment. AEFA represents that fees
 paid by the Fund will be used to help shareholders thoughtfully consider their
 investment goals and objectively monitor how well the goals are being achieved.

 The Fund agrees to pay AEFA 0.10 percent of the net asset value of Class Y. The
 Fund agrees to pay AEFA in cash within five (5) business days after the last
 day of each month.

 AEFA agrees to provide the Fund annually a budget covering its expected costs
 and a quarterly report of its actual expenditures. AEFA agrees to meet with
 representatives of the Fund at their request to provide information as may be
 reasonably necessary to evaluate its performance under the terms of this
 agreement.

 This agreement shall continue in effect for a period of more than one year so
 long as it is reapproved at least annually at a meeting called for the purpose
 of voting on the agreement by a vote, in person, of the members of the Board
 who are not interested persons of the Fund and have no financial interest in
 the operation of the agreement, and of all the members of the Board.

 This agreement may be terminated 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 agreement,
 or by AEFA. The agreement will terminate automatically in the event of its
 assignment, as that term is defined in the Investment Company Act of 1940. This
 agreement may be amended at any time provided the amendment is approved in the
 same manner the agreement was initially approved and the amendment is agreed to
 by AEFA.

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

 AXP GROWTH SERIES, INC.                       AMERICAN EXPRESS
     AXP Quantitative Large Cap Equity Fund    FINANCIAL ADVISORS INC.




/s/ Leslie L. Ogg                              /s/ Ward D. Armstrong
-----------------------                        ------------------------
    Leslie L. Ogg                                  Ward D. Armstrong
    Vice President                                 Senior Vice President --
                                                   Retirement Services and Asset
                                                   Management