Exhibit 99.(h)(1)

                        MAIRS AND POWER GROWTH FUND, INC.

               AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

THIS ADDENDUM dated April 2, 2002 to the Transfer Agent Servicing Agreement (the
"Agreement") dated April 15, 1996, by and between Mairs and Power Growth Fund,
Inc. organized in the state of Minnesota (the "Fund") and U.S. Bancorp Fund
Services, LLC, a Wisconsin limited liability company and successor party in
interest to Firstar Mutual Fund Services, LLC (hereinafter referred to as
"USBFS"), hereby amends the Agreement as set forth below.

      Section 7 PROPRIETARY AND CONFIDENTIAL INFORMATION of the Agreement shall
      be replaced in its entirety with the following:

      USBFS agrees on behalf of itself and its directors, officers, and
      employees to treat confidentially and as proprietary information of the
      Mairs and Power Growth Fund, Inc. all records and other information
      relative to the Mairs and Power Growth Fund, Inc. and prior, present, or
      potential shareholders (and clients of said shareholders) and not to use
      such records and information for any purpose other than the performance of
      its responsibilities and duties hereunder, except after prior notification
      to and approval in writing by the Mairs and Power Growth Fund, Inc., which
      approval shall not be unreasonably withheld and may not be withheld where
      USBFS may be exposed to civil or criminal contempt proceedings for failure
      to comply after being requested to divulge such information by duly
      constituted authorities, or when so requested by Mairs and Power Growth
      Fund, Inc..

      Notwithstanding the above, USBFS will adhere to the privacy policies
      adopted by the Mairs and Power Growth Fund, Inc. pursuant to Title V of
      the Graham-Leach Bliley Act (the "Act") as may be modified from time to
      time. Further, USBFS will not share any nonpublic personal information
      concerning any of the Mairs and Power Growth Fund, Inc.'s shareholders to
      any third party unless specifically directed by the Mairs and Power Growth
      Fund, Inc. or allowed under one of the exceptions noted under the Act.



Mairs and Power Growth Fund, Inc.            U.S. Bancorp Fund Services, LLC


By: George A. Mairs                          By: /s/ Michael R. McVoy
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Print Name: George A. Mairs III              Print Name: Michael R. McVoy
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Title: President                             Title: Senior Vice President
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