### THE AAL MUTUAL FUNDS
                                                        AMENDED AND RESTATED
                                                  DISTRIBUTION PLAN AND AGREEMENT
                                                           CLASS A SHARES
                                                           CLASS B SHARES

AMENDED  AND  RESTATED  DISTRIBUTION  PLAN AND  AGREEMENT  made as of August  26,  2003,  by and  between  THE AAL MUTUAL  FUNDS,  a
Massachusetts  Business Trust (the "Fund"),  and THRIVENT INVESTMENT  MANAGEMENT INC., a Delaware corporation (the "Distributor" and
the "Adviser").

1. This Distribution and Service Plan (the "Plan"),  when effective in accordance with its terms,  shall be the written plan
      contemplated  by  Securities  and Exchange  Commission  Rule 12b-1 under the  Investment  Company act of 1940, as amended (the
      "Act") for the Class A shares and Class B shares of each Series  identified in Appendix A, attached hereto (the  "Series"),  a
      class of shares of Fund.
2. The Fund has entered into a Distribution  Agreement with the Distributor  under which the Distributor uses all reasonable
      efforts,  consistent with its other business,  to secure purchasers of shares of each Series of the Fund (the "Shares").  Such
      efforts  may  include,  but  neither  are  required  to  include  nor are  limited  to, the  following:  (1)  formulation  and
      implementation of marketing and promotional activities,  such as mail promotions and television,  radio,  newspaper,  magazine
      and other mass media  advertising;  (2)  preparation,  printing and  distribution of sales  literature  provided to the Fund's
      shareholders  and prospective  shareholders;  (3)  preparation,  printing and  distribution of prospectuses  and statements of
      additional  information of the Fund and reports to recipients other than existing shareholders of the Fund; (4) obtaining such
      information,  analyses and reports with respect to marketing and promotional  activities as the Distributor  may, from time to
      time, deem advisable;  (5) making payment of sales  commission,  ongoing  commissions and other payments to brokers,  dealers,
      financial  institutions  or others who sell Shares  pursuant to Selling  Agreements;  (6) paying  compensation  to  registered
      representatives  or other  employees  of the  Distributor  who engage in or support  distribution  of the Fund's  Shares;  (7)
      reimbursing  expenses (including overhead and telephone expenses) of, the Distributor;  (8) providing training,  marketing and
      support to dealers and others with respect to the sale of Shares; (9) receiving and answering  correspondence from prospective
      shareholders  including  distributing  prospectuses,  statements of additional  information,  and  shareholder  reports;  (10)
      providing  facilities to answer  questions from  prospective  investors about Shares;  (11) assisting  investors in completing
      application forms and selecting dividend and other account options;  (12) providing other reasonable  assistance in connection
      with the  distribution of the Fund's shares;  (13) organizing and conducting sales seminars and making payments in the form of
      transactional  compensation or promotional  incentives;  and (14) such other  distribution and service  activities as the Fund
      determines may be paid for by the Fund pursuant to the terms of this Plan and in accordance with Rule 12b-1 of the Act.
3. In  consideration  for the services  provided and the expenses  incurred by the Distributor  pursuant to the Distribution
      Agreement  and Paragraph 2 hereof,  all with respect to Class A shares of a Series of the Fund,  Class A shares of each Series
      shall pay to the  Distributor  a fee at the annual rate of 0.25% (or such lesser amount as the Fund Trustees may, from time to
      time,  determine) of the average  daily net assets of Class A shares of such Series.  This fee shall be accrued daily and paid
      monthly or at such other  intervals,  as the Fund Trustees shall  determine.  The  determination  of daily net assets shall be
      made at the close of business each day  throughout  the month and computed in the manner  specified in the Fund's then current
      Prospectus  for the  determination  of the net asset value of the Fund's Class A shares.  The  Distributor  may use all or any
      portion of the fee received  pursuant to this Plan to compensate  securities  dealers or other persons who have engaged in the
      sale of Class A shares or to pay any of the expenses  associated with other  activities  authorized  under Paragraph 2 hereof.
      Each Fund will reimburse the Distributor for the aforementioned  expenses, but the Distributor shall bear any such expenses in
      excess of the fee received pursuant to this Plan.
4. In  consideration  for the services  provided and the expenses  incurred by the Distributor  pursuant to the Distribution
      Agreement  and Paragraph 2 hereof,  all with respect to Class B shares of a Series of the Fund,  Class B shares of each Series
      shall pay to the  Distributor a  distribution  fee at the annual rate of 0.75% (except for the Thrivent Limited Maturity Bond
      Fund) and a servicing fee at the annual rate of 0.25% (or such lesser  amount[s] as the Fund Trustees may, from time to time,
      determine) of the average daily net assets of Class B shares of such Series.  This fee shall be accrued  daily and paid\
      monthly or at such other  intervals,  as the Fund  Trustees shall  determine.  The  determination of daily net assets shall be
      made at the close of business each day throughout the month and computed in the manner  specified in the Fund's then current
      Prospectus for the  determination  of the net asset value of the  Fund's  Class B  shares.  The  Distributor  may use all or
      any  portion  of the fee  received  pursuant  to this  Plan to compensate  securities  dealers or other  persons who have
      engaged in the sale of Class B shares or to pay any of the expenses associated  with other  activities  authorized  under
      Paragraph 2 hereof.  Each Fund will reimburse the  Distributor  for the aforementioned expenses, but the Distributor shall
      bear any such expenses in excess of the fee received pursuant to this Plan.
5. The Fund  presently  pays, and will continue to pay, an investment  adviser fee to the Adviser  pursuant to an investment
      adviser agreement between the Fund and the Adviser (the "Investment  Advisory  Agreement").  It is recognized that the Adviser
      may use its adviser fee  revenue,  as well as its past profits or its  resources  from any other  source,  to pay any expenses
      incurred in connection  with the  distribution of Class A shares and Class B shares,  including the activities  referred to in
      Paragraph  2 hereof.  To the  extent  that the  payment  of  adviser  fees by the Fund to the  Adviser  should be deemed to be
      indirect  financing of any activity  primarily  intended to result in the sale of Class A shares and Class B shares within the
      meaning of Rule 12b-1, then such payment shall be deemed to be authorized by this Plan.
6. This Plan as applied to the Class A shares and Class B shares has been  approved (a) by a vote of at least a majority (as
      defined in the Act) of the outstanding  Class A shares and Class B shares of the Series of the Fund as to any Series for which
      the Plan was adopted after the initial  public  offering of that Series and (b) by votes of the majority of both (i) the Board
      of Trustees of the Fund, and (ii) those Trustees of the Fund who are not  "interested  persons" (as defined in the Act) of the
      Fund and who have no direct or indirect  financial  interest in the operation of this Plan or any  agreements  related to this
      Plan  (the  "Disinterested  Trustees"),  cast in person at a meeting  called  for the  purpose  of voting on this Plan or such
      agreements.
7. Unless sooner  terminated  pursuant to Paragraph 6, this Plan shall continue in effect for a period of twelve months from
      the date it takes effect and thereafter  shall  continue in effect so long as such  continuance  is  specifically  approved at
      least annually in the manner provided for approval of this Plan in Paragraph 6(b).
8. A  representative  of the  Distributor  shall provide to the Board of Trustees and the Board of Trustees  shall review at
      least quarterly a written report of the amounts so expended and the purposes for which such expenditures were made.
9. This Plan,  as it applies to Class A shares,  may be  terminated  at any time by vote of a majority of the  Disinterested
      Trustees, or by vote of a majority (as defined in the Act) of the outstanding Class A shares of the Series of the Fund.
10. This Plan,  as it applies to Class B shares,  may be  terminated  at any time by vote of a majority of the  Disinterested
      Trustees, or by vote of a majority (as defined in the Act) of the outstanding Class B shares of the Series of the Fund.
11. Any agreement of the Series of the Fund related to this Plan shall be in writing and shall provide:That such  agreement  may be  terminated  at any time,  without  payment of any  penalty,  by vote of a  majority  of the
           Disinterested  Trustees  or by a vote of a  majority  (as  defined in the Act) of the  outstanding  Class A shares of the
           Series of the Fund on not more than sixty (60) days' written notice to any other party to the agreement); andThat such  agreement  may be  terminated  at any time,  without  payment of any  penalty,  by vote of a  majority  of the
           Disinterested  Trustees  or by a vote of a  majority  (as  defined in the Act) of the  outstanding  Class B shares of the
           Series of the Fund on not more than sixty (60) days' written notice to any other party to the agreement); andThat such agreement shall terminate automatically in the event of its assignment.
12. That such  agreement  may be  terminated  at any time,  without  payment of any  penalty,  by vote of a  majority  of the
           Disinterested  Trustees  or by a vote of a  majority  (as  defined in the Act) of the  outstanding  Class A shares of the
           Series of the Fund on not more than sixty (60) days' written notice to any other party to the agreement); and
13. That such  agreement  may be  terminated  at any time,  without  payment of any  penalty,  by vote of a  majority  of the
           Disinterested  Trustees  or by a vote of a  majority  (as  defined in the Act) of the  outstanding  Class B shares of the
           Series of the Fund on not more than sixty (60) days' written notice to any other party to the agreement); and
14. That such agreement shall terminate automatically in the event of its assignment.
15. While the Plan is in effect,  the selection and  nomination of Trustees who are not  "interested  persons" (as defined in
      the Act) of the Fund shall be committed to the discretion of the Trustees who are not  interested  persons.  Furthermore,  any
      person who acts as a legal counsel for the disinterested Trustees of the Fund is an independent legal counsel.
16. This Plan does not require the Distributor to perform any specific type or level of  distribution  activities or to incur
      any specific level of expenses for activities primarily intended to result in the sale of Class A shares and Class B shares.
17. The Fund shall preserve copies of this Plan and any related  agreements and all reports made pursuant to Paragraph 8, for
      a period of not less than six years  from the date of the Plan,  or the  agreements  or such  report,  as the case may be, the
      first two years in an easily accessible place.
18. This Plan may not be amended to increase  materially  the amount of fees provided for in Paragraphs 3 and 4 hereof unless
      such amendment is approved in the manner provided for initial  approval in Paragraph 6 hereof and no other material  amendment
      to this Plan shall be made unless approved in the manner provided for initial approval in Paragraph 6(b) hereof.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Plan as of the first date written above.

The AAL Mutual Funds

`By: /s/ Pamela J. Moret
    -------------------------------------
    Pamela J. Moret, President



By: /s/ Bruce J. Nicholson
    -------------------------------------
    Bruce J. Nicholson, President`

### THE AAL MUTUAL FUNDS

APPENDIX A

Series

`The AAL Technology Stock Fund                       The AAL Aggressive Growth Fund
The AAL Small Cap Stock Fund                        The AAL Small Cap Index Fund II
The AAL Small Cap Value Fund                        The AAL Mid Cap Stock Fund
The AAL Mid Cap Index Fund II                       The AAL International Fund
The AAL Capital Growth Fund                         The AAL Large Company Index Fund II
The AAL Equity Income Fund                          The AAL Balanced Fund
The AAL High Yield Bond Fund                        The AAL Municipal Bond-Fund
The AAL Bond Fund                                   The AAL Money Market Fund`