EXHIBIT (E)(2)

                           THOMPSON PLUMB FUNDS, INC.
                     AMENDMENT TO THE DISTRIBUTION AGREEMENT

      THIS AMENDMENT dated as of the 21st day of March, 2007, to the
Distribution Agreement, dated as of the 26th day of January, 2006, as amended
August 2, 2006 (the "Distribution Agreement"), is entered by and among Thompson
Plumb Funds, Inc., a Wisconsin corporation (the "Corporation"), Quasar
Distributors, LLC, a Delaware limited liability company ("Distributor") and
Thompson Investment Management LLC, a Delaware limited liability company and the
investment advisor to the Corporation (the "Advisor") is a party hereto with
respect to Sections 5, 11 (B) and Exhibit B only.

                                    RECITALS

      WHEREAS, the parties have entered into a Distribution Agreement; and

      WHEREAS, the Corporation, the Advisor and the Distributor desire to amend
      said Distribution Agreement; and

      WHEREAS, Section 11 (B) of the Distribution Agreement allows for its
      amendment by a written instrument executed by the parties.

      NOW, THEREFORE, the parties agree as follows:

      Effective April 1, 2007, Thompson Investment Management LLC will be known
      as Thompson Investment Management, Inc., a Delaware corporation.
      Accordingly, effective April 1, 2007, all references to Thompson
      Investment Management LLC in this Distribution Agreement shall be replaced
      with Thompson Investment Management, Inc.

Except to the extent amended hereby, the Distribution Agreement shall remain in
full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by a duly authorized officer on one or more counterparts as of the date and year
first written above.

THOMPSON PLUMB FUNDS, INC.              QUASAR DISTRIBUTORS, LLC


By:                                     By:
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Name:                                   Name: James R. Schoenike
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Title:                                  Title: President
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THOMPSON INVESTMENT MANAGEMENT, LLC


By:
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Name:
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Title:
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