Sub-Advisory Agreement

This Agreement is made and entered into as of the 14th day of December, 2001, by and between Timothy Partners, Ltd., a Florida limited partnership (the "Adviser") serving as investment adviser to the Timothy Plan, a Delaware business trust (the "Trust"), and Fox Asset Management, LLC, a Delaware limited liability company (the "Investment Manager").

WHEREAS, the Trust is a diversified, open-end management investment company, registered under the Investment Company Act of 1940, as amended (the "Act"), and authorized to issue multiple series and multiple classes of shares; and

WHEREAS, effective as of September 30, 2001, Eaton Vance Corp. (through a wholly owned subsidiary) acquired 80% of the outstanding common stock of Fox Asset Management, Inc., the current subadviser of the Timothy Plan Large/Mid-Cap Value Fund (the "Portfolio").

WHEREAS, this change in control of the subadvisor resulted in an automatic termination of the Portfolio's initial subadvisory agreement that was approved by the Timothy Plan's Board of Trustees (the "Board") effective as of May 1, 1999.

WHEREAS, the Board approved an interim subadvisory agreement effective as of August 3, 2001 which granted Fox authority to act as subadviser for the Portfolio effective as of the date of the change of control of the Investment Manager for a period not to exceed 150 days thereafter, pending shareholder approval of a new subadvisory agreement with the Investment Manager.

WHEREAS, on December 14, 2001, a majority of the outstanding voting securities of all classes of the Portfolio approved the new subadvisory agreement with the Investment Manager,

WHEREAS, the Trust has engaged the Adviser to provide investment management services to the Trust, and the Adviser desires to retain Investment Manager to render certain investment management services to the Portfolio, and Investment Manager is willing to render such services; and

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. OBLIGATIONS OF INVESTMENT MANAGER

(A) SERVICES. Investment Manager agrees to perform the following services (the "Services") for the Portfolio: (1) manage the investment and reinvestment of the Portfolio's assets; (2) continuously review, supervise, and administer the investment program of each Portfolio; (3) determine, in its discretion, the securities to be purchased, retained or sold (and implement those decisions); (4) provide the Trust and Adviser with records concerning Investment Manager's activities which the Trust is required to maintain; and (5) render regular reports to the Trust's and Adviser's officers and directors concerning Investment Manager's discharge of the foregoing responsibilities. Investment Manager shall discharge the foregoing responsibilities subject to the control

of the officers, directors, and trustees of the Adviser and the Trust and in compliance with such policies as the trustees may from time to time establish, and in compliance with the objectives, policies, and limitations of the Portfolios set forth in the Trust's prospectus and statement of additional information, as amended from time to time, and with all applicable laws and regulations. All Services to be furnished by Investment Manager under this Agreement may be furnished through the medium of any directors, officers or employees of Investment Manager or through such other parties as Investment Manager may determine from time to time. Investment Manager agrees, at its own expense or at the expense of one or more of its affiliates, to render the Services and to provide the office space, furnishings, equipment and personnel as may be reasonably required in the judgment of the Board of Trustees of the Trust to perform the Services on the terms and for the compensation provided herein. Investment Manager shall authorize and permit any of its officers, directors and employees, who may be elected as directors or officers of the Trust, to serve in the capacities in which they are elected. Except to the extent expressly assumed by Investment Manager herein and except to the extent required by law to be paid by Investment Manager, the Trust shall pay all costs and expenses in connection with its operation and organization.

(B) BOOKS AND RECORDS. All books and records prepared and maintained by Investment Manager for the Trust under this Agreement shall be the property of the Trust and, upon request therefor, Investment Manager promptly shall surrender to the Trust such of the books and records so requested.

(C) ASSUMPTION. For and in consideration of the Trust entering into this Agreement, Investment Manager hereby agrees that from and after the effective date set forth above, Investment Manager shall be liable for the obligations of Fox Asset Management, Inc. arising prior to the effective date for its actions under the initial and interim subadvisory agreements.

2. PORTFOLIO TRANSACTIONS.

Investment Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best net results as described in the Trust's prospectus from time to time. Investment Manager may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Portfolio with research, analysis, advice and similar services, and Investment Manager may pay to these brokers and dealers, in return for research and analysis, a higher commission or spread than may be charged by other brokers and dealers, provided that Investment Manager determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of Investment Manager to the Trust and its other clients and that the total commission paid by the Trust will be reasonable in relation to the benefits to the Portfolio over the long-term. Investment Manager will promptly communicate to the officers and the directors of the Adviser and Trust such information relating to portfolio transactions as they may reasonably request.

3. COMPENSATION OF INVESTMENT MANAGER.

For its services rendered to the Portfolio, the Adviser will pay to Investment Manager on the last day of each month a fee at an annual rate equal to 0.42% of the first $10 million of the Portfolio's average daily net assets, 0.40% of the next $5 million, 0.35% of the next $10 million, and 0.25% of the average daily net assets in excess of $25 million. The fees described above shall be computed daily based upon the net asset value of the Portfolio as determined by a valuation made in accordance with the Trust's procedure for calculating Portfolio net asset value as described in the Trust's Prospectus and/or Statement of Additional Information. During any period when the determination of the Portfolio's net asset value is suspended by the trustees of the Trust, the net asset value of a share of the Portfolio as of the last business day prior to such suspension shall, for the purpose of this Paragraph 3, be deemed to be net asset value at the close of each succeeding business day until it is again determined.

4. STATUS OF INVESTMENT MANAGER.

The services of Investment Manager to the Trust are not to be deemed exclusive, and Investment Manager shall be free to render similar services to others so long as it obtains the prior consent of the Trust to render such services, which consent shall not be unreasonably withheld. It shall be conclusively presumed that such consent shall be reasonably withheld in the event the Trustees find that the services of the investment Manager to the Trust would be impaired by such additional services. Investment Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Investment Manager, who may also be a director, officer, or employee of the Trust, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.

5. PERMISSIBLE INTERESTS.

Trustees, agents, and stockholders of the Trust are or may be interested in Investment Manager (or any successor thereof) as directors, partners, officers, or stockholders, or otherwise, and directors, partners, officers, agents, and stockholders of Investment Manager are or may be interested in the Trust as trustees, stockholders or otherwise; and Adviser (or any successor) is or may be interested in the Trust as a stockholder or otherwise.

6. LIABILITY OF INVESTMENT MANAGER.

Investment Manager assumes no responsibility under this Agreement other than to render the services called for hereunder in good faith. Investment Manager shall not be liable for any error of judgment or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the Investment Company Act of 1940), or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of, or from reckless disregard by it of its obligations and duties under, this Agreement.

7. TERM.

This Agreement shall remain in effect until no later than December 14, 2003, and from year to year thereafter provided such continuance is approved at least annually by (a) the vote of a majority of the Board of Trustees of the Trust or
(b) a vote of a "majority" (as that term is defined in the Investment Company Act of 1940) of the Trust's outstanding securities, provided that in either event the continuance is also approved by the vote of a majority of the trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party, which vote must be cast in person at meeting called for the purpose of voting on such approval; provided, however, that: (i) the Trust or Adviser may, at any time and without the payment of any penalty, terminate this Agreement upon 60 days written notice to Investment Manager; (ii) the Agreement shall immediately terminate in the event of its assignment (within the meaning of the Act and the Rules thereunder); (iii) Investment Manager may terminate this Agreement without payment of penalty on 60 days written notice to the Trust; and (iv) the terms of paragraph 6 of this Agreement shall survive the termination of this Agreement.

If to Investment Manager:                 If to Adviser:
------------------------                  -------------

Fox Asset Management, LLC              Timothy Partners, Ltd.
44 Sycamore Avenue                        1304 West Fairbanks Avenue,
Little Silver, NJ  07739                  Winter Park, Florida  32789

Attn: J. Peter Skirkanich, Manager        Attn:  Arthur D. Ally

9. AMENDMENTS.

No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, and no amendment of this Agreement shall be effective until approved by vote of the holders of a majority of the Portfolio's outstanding voting securities.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and the year first written above.

FOX ASSET MANAGEMENT, LLC

By: /s/ J. Peter Skirkanich
    ---------------------------------
    J. Peter Skirkanich, Manager

TIMOTHY PARTNERS, LTD.

By: Covenant Funds, Inc.
Managing General Partner

By: /s/ Arthur D. Ally
    ---------------------------------
    Arthur D. Ally, President

Exhibit 99.7

CUSTODY AGREEMENT

This AGREEMENT, dated as of 1st day of May, 1998, by and between by and between The Timothy Plan (the "Trust"), an open-end diversified investment business trust organized under the laws of Delaware, and having its officer at 1304 Fairbanks Avenue, Winter Park, Florida 37289, acting with respect to The Timothy Plan and The Timothy Plan Variable Series (individually, a "Fund" and, collectively, the "Funds"), each of them a series of the Trust and each of them operated and administered by the Trust, and STAR BANK, N.A., a national banking association (the "Custodian").

WHEREAS, the Fund and the Custodian desire to enter into this Agreement to provide for the custody and safekeeping of the assets of the Fund as required by the Investment Company Act of 1940, as amended (the "Act").

WHEREAS, the fund hereby appoints the Custodian as custodian for all the Fund's Securities and moneys at any time owned by the Fund during the term of this Agreement (the "Fund Assets").

WHEREAS, the Custodian hereby accepts such appointment as Custodian and agrees to perform the duties thereof as hereinafter set forth.

THEREFORE, in consideration of the mutual promises hereinafter set forth, the Fund and the Custodian agree as follows:

ARTICLE I

The following words and phrases, when used in this Agreement, unless the context otherwise requires, shall have the following meanings:

government, a national of any foreign country, or a trust or other organization incorporated or organized under the laws of any foreign country or; b) securities issued or guaranteed by the government of the United States, by any state, by any political subdivision or agency thereof, or by any entity organized under the laws of the United States or of any state thereof, which have been issued and sold primarily outside of the United States.

A The following documents, including any amendments thereto, will be provided contemporaneously with the execution of the Agreement, to the Custodian by the Fund:

1. A copy of the Declaration of Trust of the Fund certified by the Secretary.
2. A copy of the By-Laws of the Fund certified by the Secretary.

3. A copy of the resolution of the Board of Trustees of the Fund appointing the Custodian, certified by the Secretary.

4. A copy of the then current Prospectus.

5. A Certificate of the President and Secretary of the Fund setting forth the names and signatures of the Officers of the Fund.

B. The Fund agrees to notify the Custodian in writing of the appointment of any Dividend and Transfer Agent.

A. During the term of this Agreement, the Fund will deliver or cause to be delivered to the Custodian all moneys constituting Fund Assets. The Custodian shall be entitled to reverse any deposits made on the Fund's behalf where such deposits have been entered and moneys are not finally collected within 30 days of the making of such entry.

B. During the term of this Agreement, the Fund will deliver or cause to be delivered to the Custodian all Securities constituting Fund Assets. The Custodian will not have any duties or responsibilities with respect to such Securities until actually received by the Custodian.

C. As and when received, the Custodian shall deposit to the account(s) of the Fund any and all payments for shares of the Fund issued or sold from time to time as they are received from the Fund's distributor or Dividend and Transfer Agent or from the Fund itself

A. The Fund shall furnish to the Custodian a copy of the resolution of the Board of Trustees of the Fund, certified by the Fund's Secretary, either (i) setting forth the date of the declaration of any dividend or distribution in respect of shares of the Fund, the date of payment thereof, the record date as of which Fund shareholders entitled to payment shall be determined, the amount payable per share to Fund shareholders of record as of that date, and the total amount to be paid by the Dividend and Transfer Agent on the payment date, or (ii) authorizing the declaration of dividends and distributions in respect of shares of the Fund on a daily basis and authorizing the Custodian to rely on a Certificate setting forth the date of the declaration of any such dividend or distribution, the date of payment thereof, the record date as of which Fund shareholders entitled to payment shall be determined, the amount payable per share to Fund shareholders of record as of that date, and the total amount to be paid by the Dividend and Transfer Agent on the payment date.

On the payment date specified in such resolution or Certificate described above, the Custodian shall segregate such amounts from moneys held for the account of the Fund so that they are available for such payment.

B. Upon receipt of Written Instructions so directing it, the Custodian shall segregate amounts necessary for the payment of redemption proceeds to be made by the Dividend and Transfer Agent from moneys held for the account of the Fund so that they are available for such payment.

C. Upon receipt of a Certificate directing payment and setting forth the name and address of the person to whom such payment is to be made, the amount of such payment, and the purpose for which payment is to be made, the Custodian shall disburse amounts as and when directed from the Fund Assets. The Custodian is authorized to rely on such directions and shall be under no obligation to inquire as to the

propriety of such directions.

D. Upon receipt of a Certificate directing payment, the Custodian shall disburse moneys from the Fund Assets in payment of the Custodian's fees and expenses as provided in Article VIII hereof

E. If the amount of cash in the account(s) of the Fund is insufficient to pay when due the amount of any dividend, redemption or other payment pursuant to paragraph A, B or C of this Article IV or the purchase price of Securities pursuant to Article VI, the Custodian may, in its sole discretion but subject to the limitation described later in this paragraph, advance the amount of the difference in order to make such payment (in each case, an "Advance" and, collectively, the "Advances"). The amount of each Advance shall be deemed a loan from the Custodian to the Fund payable on demand and bearing interest accruing from the date such Advance is made up to but not including the date such Advance is repaid at the rate per annum customarily charged by the Custodian on similar loans. The Custodian shall not make any Advance if, as a result thereof, the amount of outstanding Advances would exceed the Fund's borrowing limitations set forth in the Fund's then current Prospectus. If any Advance, plus accrued and unpaid interest thereon, is not repaid by the Fund when due, the Custodian shall be entitled to charge the amount due against any money held by it for the account of the Fund and, as necessary, sell Securities and use the proceeds thereof to repay such amount.

A. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold all cash received by it from or for the account of the Fund, other than cash maintained by the Fund in a bank account established and used by the Fund in accordance with Rule 17f-3 under the Act. Moneys held by the Custodian on behalf of the Fund may be deposited by the Custodian to its credit as Custodian in the banking department of the Custodian. Such moneys shall be deposited by the Custodian in its capacity as such, and shall be withdrawable by the Custodian only in such capacity.

B. The Custodian shall hold all Securities delivered to it in safekeeping in a separate account or accounts maintained at Star Bank, N.A. for the benefit of the Fund.

C. All Securities held which are issued or issuable only in bearer form, shall be held by the Custodian in that form; all other Securities held for the Fund shall be registered in the name of the Custodian or its nominee. The Fund agrees to furnish to the Custodian appropriate instruments to enable the Custodian to hold, or deliver in proper form for transfer, any Securities that it may hold for the account of the Fund and which may, from time to time, be registered in the name of the Fund.

D. With respect to all Securities held for the Fund, the Custodian shall on a timely basis (concerning items 1 and 2 below, as defined in the Custodian's Standards of Service Guide, as amended from time to time, annexed hereto as Appendix C):

1.) Collect all income due and payable with respect to such Securities;

2.) Present for payment and collect amounts payable upon all Securities which may mature or be called, redeemed, or retired, or otherwise become payable;

3.) Surrender Securities in temporary form for definitive Securities; and

4.) Execute, as agent, any necessary declarations or certificates of ownership under the Federal income tax laws or the laws or regulations of any other taxing authority, including any foreign taxing authority, now or hereafter in effect.

E. Upon receipt of a Certificate and not otherwise, the Custodian shall:

1.) Execute and deliver to such persons as may be designated in such Certificate proxies, consents, authorizations, and any other instruments whereby the authority of the Fund as beneficial owner of any Securities may be exercised;

2.) Deliver any Securities in exchange for other Securities or cash issued or paid in connection with the liquidation, reorganization, refinancing, merger, consolidation, or recapitalization of any trust, or the exercise of any conversion privilege;

3.) Deliver any Securities to any protective committee, reorganization committee, or other person in connection with the reorganization, refinancing, merger, consolidation, recapitalization, or sale of assets of any trust, and receive and hold under the terms of this Agreement such certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery;

4.) Make such transfers or exchanges of the assets of the Fund and take such other steps as shall be stated in said Certificate to be for the purpose of effectuating any duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of the Fund; and

5.) Deliver any Securities held for the Fund to the depository agent for tender or other similar offers. F. The Custodian shall promptly deliver to the Fund all notices, proxy material and executed but unvoted proxies pertaining to shareholder meetings of Securities held by the Fund. The Custodian shall not vote or authorize the voting of any Securities or give any consent, waiver or approval with respect thereto unless so directed by a Certificate or Written Instruction.

G. The Custodian shall promptly deliver to the Fund all information received by the Custodian and pertaining to Securities held by the Fund with respect to tender or exchange offers, calls for redemption or purchase, or expiration of rights.

A. Promptly after each purchase of Securities by the Fund, the Fund shall deliver to the Custodian (i) with respect to each purchase of Securities which are not Money Market Securities, Written Instructions, and (ii) with respect to each purchase of Money Market Securities, Written Instructions or Oral Instructions, specifying with respect to each such purchase the;

1.) name of the issuer and the title of the Securities,

2.) principal amount purchased and accrued interest, if any,

3.) date of purchase and settlement,

4.) purchase price per unit,

5.) total amount payable, and

6.) name of the person from whom, or the broker through which, the purchase was made.

The Custodian shall, against receipt of Securities purchased by or for the Fund, pay out of the Fund Assets, the total amount payable to the person from whom or the broker through which the purchase was made, provided that the same conforms to the total amount payable as set forth in such Written Instructions or Oral Instructions, as the case may be.

B. Promptly after each sale of Securities by the Fund, the Fund shall deliver to the Custodian (i) with respect to each sale of Securities which are not Money Market Securities, Written Instructions, and (ii) with respect to each sale of Money Market Securities, Written Instructions or Oral Instructions, specifying with respect to each such sale the;

1.) name of the issuer and the title of the Securities,
2.) principal amount sold and accrued interest, if any,
3.) date of sale and settlement,
4.) sale price per unit,
5.) total amount receivable, and
6.) name of the person to whom, or the broker through which, the sale was made.

The Custodian shall deliver the Securities against receipt of the total amount receivable, provided that the same conforms to the total amount receivable as set forth in such Written Instructions or Oral Instructions, as the case may be.

C. On contractual settlement date, the account of the Fund will be charged for all purchased Securities settling on that day, regardless of whether or not delivery is made. Likewise, on contractual settlement date, proceeds from the sale of Securities settling that day will be credited to the account of the Fund, irrespective of delivery.

D. Purchases and sales of Securities effected by the Custodian will be made on a delivery versus payment basis. The Custodian may, in its sole discretion, upon receipt of a Certificate, elect to settle a purchase or sale transaction in some other manner, but only upon receipt of acceptable indemnification from the Fund.

E. The Custodian shall, upon receipt of a Written Instructions so directing it, establish and maintain a segregated account or accounts for and on behalf of the Fund. Cash and/or Securities may be transferred into such account or accounts for specific purposes, to-wit:

1.) in accordance with the provision of any agreement among the Fund, the Custodian, and a broker-dealer registered under the Securities and Exchange Act of 1934, as amended, and also a member of the National. Association of Securities Dealers (NASD) (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of the Options Clearing Corporation and of any registered national securities exchange, the Commodity Futures Trading Commission, any registered contract market, or any similar organization or organizations requiring escrow or other similar arrangements in connection with transactions by the Fund;

2.) for purposes of segregating cash or government securities in connection with options purchased, sold, or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund;

3.) for the purpose of compliance by the fund with the procedures required for reverse repurchase agreements, firm commitment agreements, standby commitment agreements, and short sales by Act Release No. 10666, or any subsequent release or releases or rule of the Securities and Exchange Commission relating to the maintenance of segregated accounts by and

4.) for other corporate purposes, only in the case of this clause 4 upon receipt of a copy of a resolution of the Board of Trustees of the Fund, certified by the Secretary of the Fund, setting forth the purposes of such segregated account.

F. Except as otherwise may be agreed upon by the parties hereto, the Custodian shall not be required to comply with any Written Instructions to settle the purchase of any Securities on behalf of the Fund unless there is sufficient cash in the account(s) at the time or to settle the sale of any Securities from an account(s) unless such Securities are in deliverable form.

ARTICLE VII

In connection with any borrowings by the Fund, the Fund will cause to be delivered to the Custodian by a bank or broker requiring Securities as collateral for such borrowings (including the Custodian if the borrowing is from the Custodian), a notice or undertaking in the form currently employed by such bank or broker setting forth the amount of collateral. The Fund shall promptly deliver to the Custodian a Certificate specifying with respect to each such borrowing: (a) the name of the bank or broker, (b) the amount and terms of the borrowing, which may be set forth by incorporating by reference an attached promissory note duly endorsed by the Fund, or a loan agreement, (c) the date, and time if known, oil which the loan is to be entered into, (d) the date on which the loan becomes due and payable, (e) the total amount payable to the Fund on the borrowing date, and (f) the description of the Securities securing the loan, including the name of the issuer, the title and the number of shares or the principal amount. The Custodian shall deliver on the borrowing date specified in the Certificate the required collateral against the lender's delivery of the total loan amount then payable, provided that the same conforms to that which is described in the Certificate. The Custodian shall deliver, in the manner directed by the Fund, such Securities as additional collateral, as may be specified in a Certificate, to secure further any transaction described in this Article VII. The Fund shall cause all Securities released from collateral status to be returned directly to the Custodian and the Custodian shall receive from time to time such return of collateral as may be tendered to it.

The Custodian may, at the option of the lender, keep such collateral in its possession, subject to all rights therein given to the lender because of the loan. The Custodian may require such reasonable conditions regarding such collateral and its dealings with third-party lenders as it may deem appropriate.

ARTICLE VIII

A. Except as otherwise provided herein, the Custodian shall not be liable for any loss or damage resulting from its action or omission to act or otherwise, except for any such loss or damage arising out of its own gross negligence or willful misconduct. The Fund shall defend, indemnify and hold harmless the Custodian and its Trustees, officers, employees and agents with respect to any loss, claim, liability or cost (including reasonable attorneys' fees) arising or alleged to arise from or relating to the Fund's duties hereunder or any other action or inaction of the Fund or its Trustees, officers, employees or

agents, except such as may arise from the negligent action, omission, willful misconduct or breach of this Agreement by the Custodian. The Custodian may, with respect to questions of law, apply for and obtain the advice and opinion of counsel, at the expense of the Fund, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with the advice or opinion of counsel. The provisions under this paragraph shall survive the termination of this Agreement.

B. Without limiting the generality of the foregoing, the Custodian, acting in the capacity of Custodian hereunder, shall be under no obligation to inquire into, and shall not be liable for:

1.) The validity of the issue of any Securities purchased by or for the account of the Fund, the legality of the purchase thereof, or the propriety of the amount paid therefore;

2.) The legality of the sale of any Securities by or for the account of the Fund, or the propriety of the amount for which the same are sold;

3.) The legality of the issue or sale of any shares of the Fund, or the sufficiency of the amount to be received therefore;

4.) The legality of the redemption of any shares of the Fund, or the propriety of the amount to be paid therefore;

5.) The legality of the declaration or payment of any dividend by the Fund in respect of shares of the Fund;

6.) The legality of any borrowing by the Fund on behalf of the Fund, using Securities as collateral;

C. The Custodian shall not be under any duty or obligation to take action to effect collection of any amount due to the Fund from any Dividend and Transfer Agent of the Fund nor to take any action to effect payment or distribution by any Dividend and Transfer Agent of the Fund of any amount paid by the Custodian to any Dividend and Transfer Agent of the Fund in accordance with this Agreement.

D. Notwithstanding Section D of Article V. the Custodian shall not be under any duty or obligation to take action to effect collection of any amount, if the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and until (i) it shall be directed to take such action by a Certificate and (ii) it shall be assured to its satisfaction (including prepayment thereof) of reimbursement of its costs and expenses in connection with any such action.

E. The Fund acknowledges and hereby authorizes the Custodian to hold Securities through its various agents described in Appendix B annexed hereto. The Fund hereby represents that such authorization has been duly approved by the Board of Trustees of the Fund as required by the Act. The Custodian acknowledges that although certain Fund Assets are held by its agents, the Custodian remains primarily liable for the safekeeping of the Fund Assets.

In addition, the Fund acknowledges that the Custodian may appoint one or more financial institutions, as agent or agents or as sub-custodian or sub-custodians, including, but not limited to, banking institutions located in foreign countries, for the purpose of holding Securities and moneys at any time owned by the Fund. The Custodian shall not be relieved of any obligation or liability under this Agreement in connection with the appointment or activities of such agents or sub-custodians. Any such agent or sub-custodian shall be qualified to serve as such for assets of investment companies registered

under the Act. Upon request, the Custodian shall promptly forward to the Fund any documents it receives from any agent or sub-custodian appointed hereunder which may assist trustees of registered investment companies fulfill their responsibilities under Rule 17f-5 of the Act.

F. The Custodian shall not be under any duty or obligation to ascertain whether any Securities at any time delivered to or held by it for the account of the Fund are such as properly may be held by the Fund under the provisions of the Declaration of Trust and the Fund's By-Laws.

G. The Custodian shall treat all records and other information relating to the Fund and the Fund Assets as confidential and shall not disclose any such records or information to any other person unless (i) the Fund shall have consented thereto in writing or (ii) such disclosure is required by law.

H. The Custodian shall be entitled to receive and the Fund agrees to pay to the Custodian such compensation as shall be determined pursuant to Appendix D attached hereto, or as shall be determined pursuant to amendments to such Appendix D. The Custodian shall be entitled to charge against any money held by it for the account of the Fund, the amount of any of its fees, that are not paid when due and the amount of any loss, damage, liability or expense, including counsel fees for which the Custodian is indemnified by, or entitled to reimbursement from, the Fund pursuant to this Agreement. The expenses which the Custodian may charge against the account of the Fund include, but are not limited to, the expenses of agents or sub-custodians incurred in settling transactions involving the purchase and sale of Securities of the Fund.

I. The Custodian shall be entitled to rely upon any Oral Instructions and any Written Instructions. The Fund agrees to forward to the Custodian Written Instructions confirming Oral Instructions in such a manner so that such Written Instructions are received by the Custodian, whether by hand delivery, facsimile or otherwise, on the same business day on which such Oral Instructions were given. The Fund agrees that the failure of the Custodian to receive such confirming instructions shall in no way affect the validity of the transactions or enforceability of the transactions hereby authorized by the Fund. The Fund agrees that the Custodian shall incur no liability to the Fund for acting upon Oral Instructions given to the Custodian hereunder concerning such transactions.

J. The Custodian will (i) set up and maintain proper books of account and complete records of all transactions in the accounts maintained by the Custodian hereunder in such manner as will meet the obligations of the Fund under the Act, with particular attention to Section 31 thereof and Rules 3 1a-1 and 31 a-2 thereunder and those records are the property of the Fund, and (ii) preserve for the periods prescribed by applicable Federal statute or regulation all records required to be so preserved. All such books and records shall be the property of the Fund, and shall be open to inspection and audit at reasonable times and with prior notice by Officers and auditors employed by the Fund.

K. The Custodian shall send to the Fund any report received on the systems of internal accounting control of the Custodian, or its agents or sub-custodians, as the Fund may reasonably request from time to time.

L. The Custodian performs only the services of a custodian and shall have no responsibility for the management, investment or reinvestment of the Securities from time to time owned by the Fund. The Custodian is not a selling agent for shares of the Fund and performance of its duties as custodian shall not be deemed to be a recommendation to the Fund's depositors or others of shares of the Fund as an investment.

M. The Custodian shall take all reasonable action, that the Fund may from time to time request, to assist the Fund in obtaining favorable opinions from the Fund's independent accountants, with respect to the Custodian's activities hereunder, in connection with the preparation of the Fund's Form N-lA, Form N-SA.R, or other annual reports to the Securities and Exchange Commission.

ARTICLE IX

Neither the Custodian nor the Trust shall be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation; provided, however, that the Custodian, in the event of a failure or delay, shall use its best efforts to ameliorate the effects of such failure or delay.

ARTICLE X

A. Either of the parties hereto may terminate this Agreement for any reason by giving to the other party a notice in writing specifying the date of such termination, which shall be not less than ninety (90) days after the date of giving of such notice. If such notice is given by the Fund, it shall be accompanied by a copy of a resolution of the Board of Trustees of the Fund, certified by the Secretary of the Fund, electing to terminate this Agreement and designating a successor custodian or custodians. In the event such notice is given by the Custodian, the Fund shall, on or before the termination date, deliver to the Custodian a copy of a resolution of the Board of Trustees of the Fund, certified by the Secretary, designating a successor custodian or custodians to act on behalf of the Fund. In the absence of such designation by the Fund, the Custodian may designate a successor custodian which shall be a bank or trust company having not less than $100,000,000 aggregate capital, surplus, and undivided profits. Upon the date set forth in such notice this Agreement shall terminate, and the Custodian, provided that it has received a notice of acceptance by the successor custodian, shall deliver, on that date, directly to the successor custodian all Securities and moneys then owned by the Fund and held by it as Custodian. Upon termination of this Agreement, the Fund shall pay to the Custodian on behalf of the Fund such compensation as may be due as of the date of such termination. The Fund agrees on behalf of the Fund that the Custodian shall be reimbursed for its reasonable costs in connection with the termination of this Agreement.

B. If a successor custodian is not designated by the Fund, or by the Custodian in accordance with the preceding paragraph, or the designated successor cannot or will not serve, the Fund shall, upon the delivery by the Custodian to the Fund of all Securities (other than Securities held in the Book-Entry System which cannot be delivered to the Fund) and moneys then owned by the Fund, be deemed to be the custodian for the Fund, and the Custodian shall thereby be relieved of all duties and responsibilities pursuant to this Agreement, other than the duty with respect to Securities held in the Book-Entry System, which cannot be delivered to the Fund, which shall be held by the Custodian in accordance with this Agreement.

ARTICLE XI

A. Appendix A sets forth the names and the signatures of all Authorized Persons, as certified by the Secretary of the Fund. The Fund agrees to furnish to the Custodian a new Appendix A in form similar to the attached Appendix A, if any present Authorized Person ceases to be an Authorized Person or if any other or additional Authorized Persons are elected or appointed. Until such new Appendix A shall be received, the Custodian shall be fully protected in acting under the provisions of this Agreement upon Oral Instructions or signatures of the then current Authorized Persons as set forth in the last delivered Appendix A.

B. No recourse under any obligation of this Agreement or for any claim based thereon shall be had against any organizer, shareholder, Officer, Trustee, past, present or future as such, of the Fund or of any predecessor or successor, either directly or through the Fund or any such predecessor or successor, whether by virtue of any constitution, statute or rule of law or equity, or be the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Agreement and the obligations thereunder are enforceable solely against the Fund, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the organizers, shareholders, Officers, Trustees of the Fund or of any predecessor or successor, or any of them as such. To the extent that any such liability exists, it is hereby expressly waived and released by the Custodian as a condition of, and as a consideration for, the execution of this Agreement.

C. The obligations set forth in this Agreement as having been made by the Fund have been made by the Board of Trustees, acting as such Trustees for and on behalf of the Fund, pursuant to the authority vested in them under the laws of the State of Delaware, the Declaration Of Trust and the By-Laws of the Fund. This Agreement has been executed by Officers of the Fund as officers, and not individually, and the obligations contained herein are not binding upon any of the Trustees, Officers, agents or holders of shares, personally, but bind only the Fund.

D. Provisions of the Prospectus and any other documents (including advertising material) specifically mentioning the Custodian (other than merely by name and address) shall be reviewed with the Custodian by the Fund prior to publication and/or dissemination or distribution, and shall be subject to the consent of the Custodian.

E. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Custodian, shall be sufficiently given if addressed to the Custodian and mailed or delivered to it at its offices at Star Bank Center, 425 Walnut Street,

M. L. 6118, Cincinnati, Ohio 45202, attention Mutual Fund Custody Department, or at such other place as the Custodian may from time to time designate in writing.

F. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given when delivered to the Fund or on the second business day following the time such notice is deposited in the U.S. mail postage prepaid and addressed to the Fund at its office at 1304 West Fairbanks Avenue, Winter Park, Florida 37289 or at such other place as the Fund may from time to time designate in writing.

G. This Agreement, with the exception of the Appendices, may not be amended or modified in any manner except by a written agreement executed by both parties with the same formality as this Agreement, and authorized and approved by a resolution of the Board of Trustees of the Fund.

H. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Fund or by the Custodian, and no attempted assignment by the Fund or the Custodian shall be effective without the written consent of the other party hereto.

I. This Agreement shall be construed in accordance with the laws of the State of Ohio.

J. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective Officers, thereunto duly authorized as of the day and year first above written.

APPENDIX B

The following agents are employed currently by Star Bank, N.A. for securities processing and control...

The Depository Trust Company (New York) 7 Hanover Square
New York, NY 10004

The Federal Reserve Bank
Cincinnati and Cleveland Branches

Bankers Trust Company
16 Wall Street
New York, NY 10005

(For Foreign Securities and certain non-DTC eligible Securities)

APPENDIX C

Standards of Service Guide

Standards of Service Guide

STAR BANK, N.A.
MAIL LOCATION #6118,
425 WALNUT STREET,
CINCINNATI, OH 45202

October, 1997

Star Bank, N.A.

Standards of Service Guide

Star Bank, N.A. is committed to providing superior quality service to all customers and their agents at all times. We have compiled this guide as a tool for our clients to determine our standards for the processing of security settlements, payment collection, and capital change transactions. Deadlines recited in this guide represent the times required for Star Bank to guarantee processing. Failure to meet these deadlines will result in settlement at our client's risk. In all cases, Star Bank will make every effort to complete all processing on a timely basis.

Star Bank is a direct participant of the Depository Trust Company, a direct member of the Federal Reserve Bank of Cleveland, and utilizes the Bankers Trust Company as its agent for ineligible and foreign securities.

For bond calls and mandatory puts, Star Bank utilizes SEI's Bond Source, Kenny Information Systems, Standard & Poor's Corporation, and DTC Important Notices. Star Bank will not notify clients of optional put opportunities.

Any securities delivered free to Star Bank or its agents must be received three
(3) business days prior to any payment or settlement in order for the Star Bank standards of service to apply.

Should you have any questions regarding the information contained in this guide, please feel free to contact your account representative.

The information contained in this Standards of Service Guide is subject to change. Should any changes be made Star Bank will provide you with an updated copy of its Standards of Service Guide.

Security Type                                 Income                     Principal
Equities                                      Payable Date
Municipal Bonds*                              Payable Date               Payable Date
Corporate Bonds*                              Payable Date               Payable Date
Federal Reserve Bank Book Entry*              Payable Date               Payable Date
PTC GNMA's (P&I)                              Payable Date + 1           Payable Date + 1
CMOs *
         DTC                                  Payable Date + 1           Payable Date + 1
         Bankers Trust                        Payable Date + 1           Payable Date + 1
SBA Loan Certificates                         When Received              When Received
Unit Investment Trust Certificates*           Payable Date               Payable Date
Certificates of Deposit*                      Payable Date + 1           Payable Date + 1
Limited Partnerships                          When Received              When Received
Foreign Securities                            When Received              When Received
*Variable Rate Securities
         Federal Reserve Bank Book Entry      Payable Date               Payable Date
         DTC                                  Payable Date + 1           Payable Date + 1
         Bankers Trust                        Payable Date + 1           Payable Date + 1

NOTE: If a payable date falls on a weekend or bank holiday, payment will be made on the immediately following business day.

Transaction Type                     Instructions Deadliness                      Delivery Instructions
DTC                                  1:30 P.M. on Settlement Date                 DTC Participant #22 19
                                                                                  Agent Bank ID 27895
                                                                                  Institutional #________________
                                                                                  For Account #___________

Federal Reserve Book Entry           12:30 P.M. on Settlement Date                Federal Reserve Bank of Cinti/Trust
                                                                                  for Star Bank, N.A. ABA# 042000013
                                                                                  For Account #_____________

Federal Reserve Book Entry           1:00 P.M. on Settlement Date                 Federal Reserve Bank of Cinti/Spec
(Repurchase Agreement                                                             for Star Bank, N.A. ABA# 042000013
Collateral Only)                                                                  For Account #____________

PTC Securities                       12:00 P.M. on Settlement Date                PTC For Account BTRST/CUST Sub
(GNMA Book Entry)                                                                 Account: Star Bank, N.A. #090334

Physical Securities                  9:30 A.M. EST on Settlement Date (for        Bankers Trust Company
                                     Deliveries, by 4:00 P.M. on Settlement Date  16 Wall Street 4th Floor, Window 43
                                     minus 1)                                     for Star Bank Account #090334

CEDEL/EURO-CLEAR                     11:00 A.M. on Settlement Date minus 2        Euroclear Via Cedel Bridge
                                                                                  In favor of Bankers Trust Comp Cedel
                                                                                  53355
                                                                                  For Star Bank Account #501526354

Cash Wire Transfer                   3:00 P.M.                                    Star Bank, N.A. Cinti/Trust ABA#
                                                                                  042000013
                                                                                  Credit Account #9901877
                                                                                  Further Credit to________
                                                                                  Account #

*All times listed are Eastern Standard Time.

I.  Portfolio Transaction Fees:

    (a)  For each repurchase agreement transaction                                              $7.00
    (b)  For each portfolio transaction processed through
         DTC or Federal Reserve                                                                 $9.00
    (c)  For each portfolio transaction processed through
         our New York custodian                                                                $25.00
    (d)  For each GNMA/Amortized Security Purchase                                             $16.00
    (e)  For each GNMA Prin/Int Paydown, GNMA Sales                                             $8.00
    (f)  For each option/future contract written, exercised or expired                         $40.00
    (g)  For each Cedel/Euro clear transaction                                                 $80.00
    (h)  For each Disbursement (Fund expenses only)                                             $5.00

    A transaction is a purchase/sale of a security, free receipt/free
    delivery (excludes initial conversion), maturity, tender or exchange:

II. Market Value Fee

    Based upon an annual rate of:                                                             Million
    000120(1.20 Basis Points) on First                                                           $ 75
    00010(1.0 Basis Point) on Next                                                               $100
    000075 (.75 Basis Points) on Balance

III Monthly Minimum Fee-Per Fund                                                              $225.00

IV. Out-of-Pocket Expenses

    The only out-of-pocket expenses charged to your account will be
    shipping fees or transfer fees.

V.  IRA Documents

    Per Shareholder/year to hold each IRA Document                                              $8.00

VI. Earnings Credits

    On a monthly basis any earnings credits generated from uninvested
    custody balances will be applied against any cash management service
    fees generated. Earnings credits are based on a Cost of Funds Tiered
    Earnings Credit Rate.

Services                                          Unit Cost ($)                               Monthly Cost ($)

D.D.A. Account Maintenance                                                                             14.00
          Deposits                                       .399
Deposited Items                                          .109
Checks Paid                                              .159                                            .
Balance Reporting - P.C. Access                                                                   50.00 1st Acct
                                                                                                 35.00 each add'l
ACH Transaction                                          .105
ACH Monthly Maintenance                                                                                40.00
ACH Additions, Deletions, Changes                        3.50
ACH Debits                                                .12
Controlled Disbursement (1st account)                                                                 110.00
     Each additional account                                                                           25.00
Deposited Items Returned                                 6.00
International Items Returned                             10.00
NSF Returned Checks                                           25.00
Stop Payments                                            22.00
Data Transmission per account                                                                         110.00
Data Capture*                                             .10
Drafts Cleared                                           .179
Lockbox Maintenance**                                                                                  55.00
Lockbox items Processed
     with copy of check                                   .32
     without copy of check                                .26
Checks Printed                                            .20
Positive Pay                                              .06
Issued Items                                             .015
ARP Tape/Transmission/Diskette                           25.00
Special Statements                                       6.00
Invoicing for Service Charge                             15.00
Wires Incoming
     Domestic                                            10.00
     International                                       10.00
Wires Outgoing

     Domestic                                                         International
          Repetitive                                     12.00             Repetitive                  35.00
          Non-Repetitive                                 13.00             Non-Repetitive              40.00
PC - Initiated Wires:

     Domestic                                                         International
          Repetitive                                     9.00              Repetitive                  25.00
          Non-Repetitive                                 9.00              Non-Repetitive              25.00

*** Uncollected Charge Star Bank Prime Rate as of first of month plus 4%
* Price can vary depending upon what information needs to be captured ** With the use of lockbox, the collected balance in the demand deposit account will be significantly increased and therefore earnings to offset cash management service fees will be maximized *** Fees for uncollected balances are figured on the monthly average of all combined accounts. **** Other available cash management services are priced separately.

Revised October, 1997

[Letter head] of Thompson Coburn

April 23, 2002

VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir or Madam:

The Timothy Plan, a Delaware business trust (the "Trust"), is an open-end management investment company registered under the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended ("Securities Act"). We understand that the Trust is about to file post-effective amendment number 15 to its registration statement pursuant to Rule 485(b) under the Securities Act.

We have, as legal counsel, reviewed the above-referenced post-effective amendment, and, pursuant to paragraph (b)(4) under Rule 485 of the Securities Act, represent that this post-effective amendment does not contain disclosures which would render it ineligible to become effective pursuant to paragraph (b) of Rule 485.

We hereby consent to this opinion accompanying the post-effective amendment number 15 to the Fund's registration statement which the Fund herein files with the Securities and Exchange Commission.

Very truly yours,

/s/  THOMPSON COBURN LLP

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the references to our firm in the Post-Effective Amendment to the Registration Statement on Form N-1A of The Timothy Plan and to the use of our report dated February 22, 2002 on the financial statements of The Timothy Aggressive Growth Fund, The Timothy Conservative Growth Fund, The Timothy Fixed Income Fund, The Timothy Small-Cap Value Fund, The Timothy Large/Mid-Cap Growth Fund, The Timothy Large/Mid-Cap Value Fund, The Timothy Money Market Fund and The Timothy Strategic Growth Fund, each a series of shares of The Timothy Plan. We also consent to the use of our report dated February 13, 2002 on the financial statements and financial highlights of The Timothy Small-Cap Variable Series, a series of shares of The Timothy Plan. Such financial statements, financial highlights and reports of independent certified public accountants appear in the 2001 Annual Reports to Shareholders and are incorporated by reference in the Registration Statement and Prospectus.

TAIT, WELLER & BAKER

Philadelphia, Pennsylvania
April 24, 2002

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, THE TIMOTHY PLAN, a business trust organized under the laws of the State of Delaware (hereinafter referred to as the "Trust"), periodically will file pre-and post-effective amendments to its Registration Statement on Form N-1A with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended; and

WHEREAS, the undersigned is a trustee of the Trust;

NOW, THEREFORE, the undersigned hereby constitutes and appoints Arthur D. Ally, Terry Covert and Joseph E. Boatwright, and each of them, his attorneys for him and in his name, place and stead, and in his office and capacity in the Trust, to execute and file any amendment(s) to the Trust's Registration Statement, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of April, 2002.

                                               ---------------------------------
                                               Print Name:

STATE OF FLORIDA               )
                               )
COUNTY OF                      )
          -----------------

IN WITNESS WHEREOF I have hereunto set my hand and official seal.

(NOTARIAL SEAL) Notary Public

My Commission expires:

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, THE TIMOTHY PLAN, a business trust organized under the laws of the State of Delaware (hereinafter referred to as the "Trust"), periodically will file pre-and post-effective amendments to its Registration Statement on Form N-1A with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended; and

WHEREAS, the undersigned is a trustee of the Trust;

NOW, THEREFORE, the undersigned hereby constitutes and appoints Arthur D. Ally, Terry Covert and Joseph E. Boatwright, and each of them, his attorneys for him and in his name, place and stead, and in his office and capacity in the Trust, to execute and file any amendment(s) to the Trust's Registration Statement, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of April, 2002.

/s/ Mark A. Minnella
-------------------------
Mark A. Minnella

STATE OF MISSOURI              )
                               )
COUNTY OF ST. LOUIS            )

On April 25, 2002, before me appeared Mark A. Minnella, known to me personally, and stated that he executed the foregoing instrument for the purposes therein contained, by signing his name.

IN WITNESS WHEREOF I have hereunto set my hand and official seal.

(NOTARIAL SEAL) Notary Public

My Commission expires:

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, THE TIMOTHY PLAN, a business trust organized under the laws of the State of Delaware (hereinafter referred to as the "Trust"), periodically will file pre-and post-effective amendments to its Registration Statement on Form N-1A with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended; and

WHEREAS, the undersigned is a trustee of the Trust;

NOW, THEREFORE, the undersigned hereby constitutes and appoints Arthur D. Ally, Terry Covert and Joseph E. Boatwright, and each of them, his attorneys for him and in his name, place and stead, and in his office and capacity in the Trust, to execute and file any amendment(s) to the Trust's Registration Statement, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of April, 2002.

                                                    /s/ Mat Staver
                                                    ----------------------------

STATE OF FL

COUNTY OF Orange

IN WITNESS WHEREOF I have hereunto set my hand and official seal.

(NOTARIAL SEAL) Notary Public

My Commission expires:

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, THE TIMOTHY PLAN, a business trust organized under the laws of the State of Delaware (hereinafter referred to as the "Trust"), periodically will file pre-and post-effective amendments to its Registration Statement on Form N-1A with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended; and

WHEREAS, the undersigned is a trustee of the Trust;

NOW, THEREFORE, the undersigned hereby constitutes and appoints Arthur D. Ally, Terry Covert and Joseph E. Boatwright, and each of them, his attorneys for him and in his name, place and stead, and in his office and capacity in the Trust, to execute and file any amendment(s) to the Trust's Registration Statement, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of April, 2002.

                                                    /s/ Wesley W. Pennington
                                                    ----------------------------

STATE OF FL

COUNTY OF Orange

IN WITNESS WHEREOF I have hereunto set my hand and official seal.

(NOTARIAL SEAL) Notary Public

My Commission expires:

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, THE TIMOTHY PLAN, a business trust organized under the laws of the State of Delaware (hereinafter referred to as the "Trust"), periodically will file pre-and post-effective amendments to its Registration Statement on Form N-1A with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended; and

WHEREAS, the undersigned is a trustee of the Trust;

NOW, THEREFORE, the undersigned hereby constitutes and appoints Arthur D. Ally, Terry Covert and Joseph E. Boatwright, and each of them, his attorneys for him and in his name, place and stead, and in his office and capacity in the Trust, to execute and file any amendment(s) to the Trust's Registration Statement, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of April, 2002.

                                                    /s/ W. Thomas Fyler, Jr.
                                                    ----------------------------

STATE OF NY

COUNTY OF New York

IN WITNESS WHEREOF I have hereunto set my hand and official seal.

(NOTARIAL SEAL) Notary Public

My Commission expires:

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, THE TIMOTHY PLAN, a business trust organized under the laws of the State of Delaware (hereinafter referred to as the "Trust"), periodically will file pre-and post-effective amendments to its Registration Statement on Form N-1A with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended; and

WHEREAS, the undersigned is a trustee of the Trust;

NOW, THEREFORE, the undersigned hereby constitutes and appoints Arthur D. Ally, Terry Covert and Joseph E. Boatwright, and each of them, his attorneys for him and in his name, place and stead, and in his office and capacity in the Trust, to execute and file any amendment(s) to the Trust's Registration Statement, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of April, 2002.

                                                    /s/ Billy M. Dodson
                                                    ----------------------------

STATE OF CA

COUNTY OF Fresno

IN WITNESS WHEREOF I have hereunto set my hand and official seal.

(NOTARIAL SEAL) Notary Public

My Commission expires:

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, THE TIMOTHY PLAN, a business trust organized under the laws of the State of Delaware (hereinafter referred to as the "Trust"), periodically will file pre-and post-effective amendments to its Registration Statement on Form N-1A with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended; and

WHEREAS, the undersigned is a trustee of the Trust;

NOW, THEREFORE, the undersigned hereby constitutes and appoints Arthur D. Ally, Terry Covert and Joseph E. Boatwright, and each of them, his attorneys for him and in his name, place and stead, and in his office and capacity in the Trust, to execute and file any amendment(s) to the Trust's Registration Statement, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of April, 2002.

                                                    /s/ Arthur D. Ally
                                                    ----------------------------

STATE OF FL

COUNTY OF Orange

IN WITNESS WHEREOF I have hereunto set my hand and official seal.

(NOTARIAL SEAL) Notary Public

My Commission expires:

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, THE TIMOTHY PLAN, a business trust organized under the laws of the State of Delaware (hereinafter referred to as the "Trust"), periodically will file pre-and post-effective amendments to its Registration Statement on Form N-1A with the Securities and Exchange Commission under the provisions of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended; and

WHEREAS, the undersigned is a trustee of the Trust;

NOW, THEREFORE, the undersigned hereby constitutes and appoints Arthur D. Ally, Terry Covert and Joseph E. Boatwright, and each of them, his attorneys for him and in his name, place and stead, and in his office and capacity in the Trust, to execute and file any amendment(s) to the Trust's Registration Statement, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as he might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of April, 2002.

                                                    /s/ Joseph E. Boatwright
                                                    ----------------------------

STATE OF NC

COUNTY OF Buncombs

IN WITNESS WHEREOF I have hereunto set my hand and official seal.

(NOTARIAL SEAL) Notary Public

My Commission expires: