Exhibit 24(b)(18)

                              Amended and Restated
                      Plan Pursuant to Rule 18f-3 under the
                         Investment Company Act of 1940
                                December 29, 1997

Whereas,  the Board of  Trustees  of The AAL  Mutual  Funds (the  "Trust")  have
considered  the  addition  of  Institutional  shares  to  the  multi-class  plan
("Plan"), under which the Trust may offer multiple classes of shares pursuant to
Rule 18f-3 under the Investment  Company Act of 1940,  (the "40 Act") as adopted
by a vote of the Board of Trustees of the Trust, effective January 8, 1997; and

Whereas,  a majority of Trustees of the Trust and a majority of the Trustees who
are not interested  persons of the Trust have found the Plan, as amended,  to be
in the best interest of the  shareholders of each class of the Trust, as well as
the Trust itself;

Therefore,  the Trust hereby  approves and adopts the addition of  Institutional
shares to the Plan as set forth below pursuant to Rule 18f-3 of the 40 Act .

The Plan

All current and future  series  ("Funds")  of the Trust may,  from time to time,
issue one or more of the following classes of shares:

Class A shares
Class B shares
Institutional shares

Each class is subject to such  investment  minimums and other  conditions as set
forth in the Trust's prospectuses as from time to time is in effect. Differences
in expenses among classes,  the conversion from one class to another class,  and
exchange features are subject to the terms and conditions of this plan.

Initial Sales Charge

Class A shares of the Funds are offered at a public offering price that is equal
to their  net  asset  value  ("NAV")  plus a sales  charge of up to 4.00% of the
public offering price (with a lesser sales charge on certain series as described
in the  prospectus).  The maximum sales charges on Class A shares may be reduced
or waived as  permitted  under  Rule  22d-1 of the 40 Act and  described  in the
prospectus.  For  example,  sales  charges  may be  reduced  or  eliminated  for
investments   at  various   levels   (breakpoints)   as  well  as  for  Lutheran
organizations, and employees of the adviser and sub-adviser. Class B Shares have
no  initial  sales  charge  and no sales  charge is  imposed  when B Shares  are
automatically converted to A Shares.  Institutional shares have no initial sales
charge and are not convertible into Class A or Class B shares.

Contingent Deferred Sales Charge

A Contingent  Deferred Sales Charge  ("CDSC") is imposed on Class B Shares under
certain  circumstances.  The Trust imposes a CDSC if the investor redeems shares
that have been owned less than 5 years according to the following schedule:

Holding Period of:                              Percentage CDSC

1 Year or Less                                        5%
More than 1 Year but Less than 2 Years                4%
2 Years but Less than 3 Years                         3%
3 Years but Less than 4 Years                         2%
4 Years but Less than 5 Years                         1%
5 Years or more       Converted to A Shares

The amount of the CDSC is based upon the lesser of NAV at the time of redemption
or purchase and is gradually reduced over a period of up to 5 years.  Consistent
with the  requirements of Rule 6c-10 of the 40 Act, the CDSC will not be imposed
under certain  circumstances  as described in the prospectus.  For example,  the
CDSC will not be imposed on shares  acquired by dividend or capital gain or upon
certain  redemptions from retirement plans. In determining  whether an amount is
available for  redemption  without a CDSC as well as computing the amount of the
CDSC, it is assumed that shares  acquired by  reinvesting  dividends and capital
gains are redeemed first, then shares are redeemed in the order purchased,  from
last to first.

Both  Class A and  Class B Shares  are  aggregated  for  purposes  of  Rights of
Accumulation  and Letters of Intent as described in the  prospectus  for Class A
and Class B shares of the Funds.

No Sales Charge

Institutional shares of the Funds are offered at net asset value to investors or
organizations  with a minimum  initial  investment  in the Funds of $ 1 million.
Institutional  shares  are not  subject to an  initial  sales  charge or a CDSC.
Institutional shares are not convertible to Class A or Class B shares, but if an
institutional  shares account balance falls below $25,000 due to a redemption or
exchange of shares,  the Funds will charge a $20.00 annual  account  maintenance
fee,  beginning  on the date the  balance  falls  below  $25,000  and every year
thereafter in which the account remains below $25,000.

Separate Arrangements and Expense Allocations of Each Class

Class A, Class B and Institutional shares pay the expenses associated with their
different  distribution  and  servicing  arrangements.  Each class  may,  at the
Trustees'  discretion,  also  pay a  different  share  of  other  expenses,  not
including advisory or custodial fees or other expenses related to the management
of the Trust's  assets,  if these expenses are actually  incurred in a different
amount by that class,  or if the class receives  services of a different kind or
to a different degree than the other class. All other expenses will be allocated
to each  class on the  basis of the net  asset  value  of the  particular  Fund.
However,  the Trust's Money Market Fund operates pursuant to Rule 2a-7 of the 40
Act and makes daily  distributions of its net investment  income.  This Fund may
allocate  such other  expenses to each share  regardless  of class,  or based on
relative net assets, (i.e.
settled shares), as permitted by Rule 18f-3 under the 40 Act.

Class A , Class B and  Institutional  shares pay fees for services  rendered and
borne in connection  with personal  services  rendered to  shareholders of their
respective class and the maintenance of shareholder accounts. In addition, Class
A and Class B shares pay a service  fee at an annual  rate of .25% of net assets
computed  on a daily  basis  and  Class  B  Shares  pay a  separate  Rule  12b-1
distribution  fee at an annual  rate of .75% of net assets  computed  on a daily
basis, as described in the prospectus.  Institutional shares neither pay service
fees nor separate Rule 12b-1 distribution fees.

Conversion Features

Class B Shares of each Fund automatically  convert to Class A shares of the same
Fund after  they have been held for 5 years and  thereafter  are  subject to the
lower fees charged to Class A Shares In this  regard,  if there are any material
changes in payments  authorized  under the Rule 12b-1 Plan applicable to Class A
Shares  without  the  approval  of the  Class B  shareholders,  the  Trust  will
establish a new class of shares into which Class B Shares would convert,  on the
same  terms  as  those  applied  to  Class  A  Shares   before  such   increase.
Institutional shares do not convert to Class A or Class B shares.

Exchange Features

A shareholder may exchange Class A, Class B and Institutional shares of any Fund
for the same class of shares,  with identical  registration,  at net asset value
(except for exchanges  involving  unprivileged  Money Market Fund Class A Shares
for other Class A Shares).

If less than all of a Class B share investment is exchanged,  any portion of the
investment attributable to dividends,  capital gains and or capital appreciation
will be exchanged  first and thereafter,  any portions  exchanged will be in the
order purchased, from first to last.

Dividends/Distributions

Each Fund pays out as dividends  substantially  all of its net investment income
(which comes from dividends and interest it receives from its  investments)  and
net realized short term capital gains. All dividends and  distributions  will be
paid in the form of  additional  shares of the series  and class of shares  that
generated the dividend or  distribution  if the  shareholder has elected another
option. Dividends paid by each Fund with respect to each class are calculated in
the same manner and at the same time.

Voting Rights

Each share of a Fund entitles the  shareholder of record to one vote.  Each Fund
votes  separately on matters relating solely to that Fund. Each class shall have
exclusive  voting  rights as on any matter that solely  affects such class,  and
shall have separate  voting rights on any matter  submitted to  shareholders  in
which class interests differ.  All shareholders will have equal voting rights on
any matter  that  affects all  shareholders  equally.  Because of the  automatic
conversion,  Class B Shareholders may be asked to vote separately to vote on any
material increase in payments under the Class 12b-1 plan.

The Plan is subject to  amendment  as  permitted  by the  Trust's  Articles  and
Bylaws,  as well as  applicable  law, and shall be construed to comply with Rule
18f-3 of the 40 Act.