<PAGE>



                                                              EXHIBIT 10(c)



                          INTERCREDITOR AGREEMENT

                  INTERCREDITOR AGREEMENT dated as of November 8, 2001
among CANADIAN IMPERIAL BANK OF COMMERCE, a banking institution chartered
under the Bank Act of Canada with an office at 425 Lexington Avenue, New
York, New York ("CIBC" and as Servicing Agent under the RPA's referred to
below, the "Servicing Agent"), ASSET SECURITIZATION COOPERATIVE
CORPORATION, a California cooperative corporation with an office at 425
Lexington Avenue, New York, New York ("ASCC"), THE BANK OF NEW YORK, a New
York banking corporation, with an office at 5 Penn Plaza, 16th Floor, New
York, New York 10001 (as Trustee under the Indenture referred to below, the
"Bond Trustee"), CONSUMERS FUNDING LLC, a Delaware limited liability
company with an office at 212 W. Michigan Avenue, Jackson, Michigan (the
"Bond Issuer"), and CONSUMERS ENERGY COMPANY, a Michigan corporation with
an office at 212 W. Michigan Avenue, Jackson, Michigan ("Consumers").

                  WHEREAS, pursuant to (i) the Receivables Sale Agreement,
dated as of December 20, 1996, as amended, restated, supplemented or
otherwise modified from time to time, between Consumers, as Seller and as
Collection Agent, and CIBC, as Purchaser and as Servicing Agent, and (ii)
the Receivables Sale Agreement, dated as of December 20, 1996, as amended,
restated, supplemented or otherwise modified from time to time, among
Consumers, as Seller and as Collection Agent, ASCC, as Purchaser, and CIBC,
as Servicing Agent (collectively, the "RPA's"), Consumers has sold and may
hereafter sell interests in its Receivables (as defined in the RPA's) to
CIBC, ASCC and/or other persons that may from time to time become parties
to one or both of the RPA's as purchasers (collectively, the "Purchasers");
and

                  WHEREAS, pursuant to the Sale Agreement, dated as of
November 8, 2001, between Consumers and the Bond Issuer (the "Sale
Agreement"), Consumers has sold all of its Securitization Property (which
includes the Securitization Charge) to the Bond Issuer, and pursuant to the
Servicing Agreement, dated as of November 8, 2001, between Consumers and
the Bond Issuer (the "Servicing Agreement"), Consumers has agreed to
service the Securitization Property on behalf of the Bond Issuer; and

                  WHEREAS, pursuant to the terms of the Indenture dated as
of November 8, 2001 between the Bond Issuer and the Bond Trustee, as
supplemented by one or more Series Supplements (collectively, the
"Indenture"), the Bond Issuer, among other things, has granted to the Bond
Trustee a security interest in the Securitization Property and certain of
its other assets to secure the Secured Obligations, which include, among
other things, the Securitization Bonds issued pursuant to the Indenture
(the "Securitization Bonds"); and

                  WHEREAS, pursuant to the Servicing Agreement, Consumers'
obligations as the servicer under the Servicing Agreement on behalf of the
Bond Issuer (the "Bond Servicer") include the collection of the
Securitization Charge; and

                  WHEREAS, pursuant to the RPA's, Consumers as Collection
Agent on behalf of the Purchasers has agreed to provide servicing functions
with respect to Collections of the Receivables; and

                  WHEREAS, Collections with respect to Receivables and
Securitization Charge Collections and related bank accounts in which the
same may be deposited are the subject of the RPA's, the Sale Agreement, the
Indenture and the Servicing Agreement; and

                  WHEREAS, the parties hereto wish to agree upon their
respective rights relating to such Collections, Securitization Charge
Collections and bank accounts, as well as other matters of common interest
to them under the RPA's, the Sale Agreement, the Indenture and the
Servicing Agreement; and
<PAGE>

                  WHEREAS, defined terms used but not otherwise defined
herein have the meaning set forth in the RPA's or in Annex A to the Sale
Agreement, the Indenture and the Servicing Agreement;

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

                  1. The Purchasers hereby acknowledge the ownership
interest of the Bond Issuer in the Transferred Securitization Property
including revenues, collections, payments, money and proceeds arising
therefrom (the "Bond Issuer Assets") and the security interest in favor of
the Bond Trustee in such assets (the "Bond Trustee Collateral"). The Bond
Trustee and the Bond Issuer hereby acknowledge the ownership interest of
the Purchasers in the Receivables. The Purchasers further acknowledge that,
notwithstanding anything in the RPA's to the contrary, none of them has any
interest in the Bond Issuer Assets or the Bond Trustee Collateral, and each
of the Bond Trustee and the Bond Issuer further acknowledges that,
notwithstanding anything in the Sale Agreement or the Indenture to the
contrary, it has no interest in the Receivables. Each of the parties hereto
agrees that the determination of the assets that constitute Securitization
Charge Collections in respect of the Transferred Securitization Property
shall be made in accordance with the allocation methodology set forth in
Annex 2 to the Servicing Agreement. It is understood and agreed that such
Annex 2 will not be amended or modified without the prior written consent
of each of the parties hereto.

                  2. (a) The Purchasers, the Bond Issuer and the Bond
Trustee acknowledge that Collections with respect to Receivables and
Securitization Charge Collections will be deposited into either

         (i) account no. 10132-33 at Bank One, Detroit, Michigan, ABA
         #072000326, or

         (ii) account no. 4825285820 at Standard Federal Bank, Troy,
         Michigan, ABA #072000805

(each, together with any additional or replacement account agreed to in
writing by the Servicing Agent and the Bond Trustee subject to the Rating
Agency Condition (as defined below), an "Account") held by Consumers.
Consumers in its respective capacities as Collection Agent and as Bond
Servicer, and on behalf of its successors and assigns in such capacities,
agrees that it will (i) allocate amounts in the Accounts on a daily basis
between Collections with respect to Receivables and Securitization Charge
Collections in accordance with the allocation methodology set forth in
Annex 2 to the Servicing Agreement and (ii) thereafter (x) allocate and
apply Collections with respect to Receivables in accordance with the RPA's
and (y) allocate and apply Securitization Charge Collections in accordance
with the Servicing Agreement.
<PAGE>

                     (b) The Bond Trustee and the Bond Issuer waive any
interest in deposits to the Accounts to the extent that they are properly
allocable to Collections with respect to Receivables, and the Purchasers
waive any interest in deposits to the Accounts to the extent that they are
properly allocable to Securitization Charge Collections. Each of the
parties hereto acknowledges the respective security interests of the others
in the Accounts to the extent of their respective interests as described in
this Agreement.

                  3. (a) The Purchasers hereby acknowledge that,
notwithstanding anything in the RPA's to the contrary, all Securitization
Charge Collections are property of the Bond Issuer pledged to the Bond
Trustee, subject to the terms of the Indenture, the Sale Agreement and the
Servicing Agreement. Each of the Bond Issuer and the Bond Trustee hereby
acknowledges that, notwithstanding anything in the Sale Agreement or the
Indenture to the contrary, all Collections with respect to the Receivables
are the property of the Purchasers, subject to the terms of the respective
RPA.

                     (b) Each of the Purchasers hereby releases all liens
and security interests of any kind whatsoever which any Purchaser (or any
trustee or agent acting on its behalf) may hold in the Transferred
Securitization Property. Each of the Purchasers agrees, upon the reasonable
request of Consumers or the Bond Trustee, to execute and deliver to the
Bond Trustee such UCC partial release statements and other documents and
instruments, and do such other acts and things, as the Consumers or Bond
Trustee may reasonably request in order to evidence the release provided
for in this Section 3(b) and/or to execute and deliver to the Bond Trustee
UCC financing statement amendments to exclude the Transferred
Securitization Property from the assets covered by any existing UCC
financing statements relating to the Receivables; provided, however, that
failure to execute and deliver any such partial release statements,
financing statement amendments, documents or instruments, or to do such
acts and things, shall not affect or impair the release provided for in
this Section 3(b).

                     (c) Each of the Bond Issuer and the Bond Trustee
hereby releases all liens and security interests of any kind whatsoever
which either of them may hold in the Receivables. Each of the Bond Issuer
and the Bond Trustee agrees, upon the reasonable request of the Servicing
Agent, to execute and deliver to the Servicing Agent such UCC partial
release statements and other documents and instruments, and do such other
acts and things, as the Servicing Agent may reasonably request in order to
evidence the release provided for in this Section 3(c) and/or to execute
and deliver to the Servicing Agent UCC financing statement amendments to
exclude such Receivables from the assets covered by any existing UCC
financing statements relating to the Transferred Securitization Property;
provided, however, that failure to execute and deliver any such partial
release statements, financing statement amendments, documents or
instruments, or to do such acts and things, shall not affect or impair the
release provided for in this Section 3(c).

<PAGE>
                  4. The acknowledgments contained in Sections 1, 2 and 3
of this Agreement are applicable irrespective of the time or order of
attachment or perfection of security or ownership interests or the time or
order of filing or recording of financing statements or mortgages.

                  5. (a) Subject to the remaining provisions of this
Section 5(a), the Purchasers recognize the existence of rights in favor of
the Bond Trustee under the Indenture to replace Consumers as Bond Servicer
under the Servicing Agreement, and the Bond Issuer and the Bond Trustee
recognize the existence of rights in favor of the Servicing Agent under the
RPA's to replace Consumers as Collection Agent under the RPA's. If the Bond
Trustee is entitled to and desires to exercise its right to replace
Consumers or its successor as Bond Servicer under the Servicing Agreement,
or the Servicing Agent is entitled to and desires to exercise its right to
replace Consumers or its successor as Collection Agent under the RPA's, the
party desiring to exercise such right shall give written notice to the
other party and shall consult with the other party with respect to the
person which would replace Consumers or its successor in such capacities.
Any successor in such capacities shall be agreed to by both the Bond
Trustee and the Servicing Agent within ten Business Days of the date of
such notice and shall be subject to the Rating Agency Condition (as defined
below). In recognition of the fact that the rights and duties of the Bond
Servicer under the Servicing Agreement and of the Collection Agent under
the RPA's overlap in certain circumstances, the parties agree that, except
as provided in Section 5(b) below, the Bond Servicer and the Collection
Agent shall be the same person. The person named as replacement Bond
Servicer and replacement Collection Agent in accordance with this Section
5(a) is referred to herein as the "Replacement Servicer".

                     (b) In the event that either the Bond Trustee is
entitled to and desires to exercise its rights to take control of
Securitization Charge Collections, or the Servicing Agent is entitled to
and desires to exercise its rights to take control of Collections with
respect to the Receivables, then the parties hereto agree that CIBC, if and
for so long as it is rated not less than A+ by S&P, A1 by Moody's and, if
rated by Fitch, A+ by Fitch (each as defined in the Indenture), or, if CIBC
is unable or unwilling to act in that capacity, such other financial
institution as is selected by the Bond Trustee and the Servicing Agent
subject to satisfaction of the Rating Agency Condition (the "Designated
Account Holder") shall (i) use commercially reasonable efforts to take
control of the Accounts (by delivering to the Lock-Box Banks notice in the
form of Exhibit E to the RPA's), (ii) cooperate with the Bond Trustee and
provide to the Bond Trustee any necessary information in the Designated
Account Holder's possession in connection with the delivery by the Bond
Trustee to the obligors under the Receivables and the Securitization
Charges of a notification to the effect that the Securitization Charge
Collections are owned by the Bond Issuer and have been pledged to the Bond
Trustee, (iii) allocate Collections of Receivables and Securitization
Charge Collections in accordance with Section 2(a)(i) hereof in accordance
with the allocation methodology set forth in Annex 2 to the Servicing
Agreement on the basis of billing information provided to the Designated
Account Holder by Consumers or the Replacement Servicer, as applicable,
provided that if Consumers or the Replacement Servicer, as applicable,
fails to provide such billing information for any billing month, the
Designated Account Holder shall make such allocation on the basis of the
billing information for the last month for which such information was
provided, (iv) remit Collections of Receivables in accordance with the
instructions of the Collection Agent and remit Securitization Charge
Collections in accordance with the instructions of the Bond Servicer, and
(v) maintain records as to the amounts deposited into the Accounts, the
amounts remitted therefrom and the application and allocation of such
amounts as provided in clauses (iii) and (iv) above; provided that the
Designated Account Holder shall not be required to take any action at the
<PAGE>
request of the Servicing Agent or the Bond Trustee unless the Designated
Account Holder has been assured to its satisfaction that it will be
indemnified by Consumers against any and all liability and expense which it
may incur in taking or continuing to take such action. The fees and
expenses of the Designated Account Holder shall be payable from amounts
deposited into the Accounts on a pro rata basis as between Collections of
Receivables and Securitization Charge Collections, provided that that
portion of those fees and expenses allocable to Securitization Charge
Collections shall be payable by the Bond Servicer from the servicer fees
provided for in the Servicing Agreement. The Bond Trustee, the Bond Issuer,
the Servicing Agent, and the Purchasers shall each have the right to
require an accounting from time to time (but not more frequently than
monthly) of collections, allocations and remittances by the Designated
Account Holder.

                     (c) Subject to the provisions of this Section 5, the
parties hereto recognize the existence of rights in favor of the Bond
Trustee under the Indenture to assume control of Securitization Charge
Collections as provided in the Indenture, the Servicing Agreement, the Act
and the Financing Order (whether by means of court ordered sequestration or
otherwise), and of the Servicing Agent under the RPA's to assume control of
Collections with respect to the Receivables as provided in the RPA's.
Notwithstanding the foregoing, in no event may the Bond Trustee take any
action with respect to the Securitization Charge Collections in a manner
that would result in the Bond Trustee obtaining possession of, or any
control over, Collections of Receivables or any Account. In the event that
the Bond Trustee obtains possession of any Collections related to the
Receivables, the Bond Trustee shall notify the Servicing Agent of such
fact, shall hold them in trust and shall promptly deliver them to the
Servicing Agent upon request. Notwithstanding the foregoing, in no event
may the Servicing Agent take any action with respect to the Collection of
Receivables in a manner that would result in the Servicing Agent obtaining
possession of, or any control over, Securitization Charge Collections or
any Account, except as provided in Section 5(b) above. In the event that
the Servicing Agent obtains possession of any Securitization Charge
Collections, the Servicing Agent shall notify the Bond Trustee of such
fact, shall hold them in trust and shall promptly deliver them to the Bond
Trustee upon request.

                     (d) Anything in this Agreement to the contrary
notwithstanding, any action taken by either the Bond Trustee or the
Servicing Agent pursuant to Section 5(a) hereof shall be subject to the
Rating Agency Condition and the consent, if required by law, regulation or
regulatory order, of the Michigan Public Service Commission. For the
purposes of this Agreement, the "Rating Agency Condition" means, with
respect to any such action, notification to each rating agency then rating
any class or series of the Securitization Bonds of such action, and the
receipt of notification from each of Fitch and S&P that such action will
not result in a reduction or withdrawal of its rating on such
Securitization Bonds. The parties hereto acknowledge and agree that the
approval or the consent of the rating agencies which is required in order
to satisfy the Rating Agency Condition is not subject to any standard of
commercial reasonableness, and the parties are bound to satisfy this
condition whether or not the rating agencies are unreasonable or arbitrary.

                  6. (a) Subject to Section 5(c) hereof, none of the
Purchasers or the Servicing Agent, in their respective capacities as such,
is the agent of, or owes any fiduciary obligation to, the Bond Trustee, the
Bond Issuer, the Securitization Bondholders or any other party under this
Agreement. Each of the Bond Trustee (on behalf of itself and the
Securitization Bondholders), the Bond Issuer and Consumers hereby waives
any right that it may now have or hereafter acquire to make any claim
against the Purchasers or the Servicing Agent, in their respective
capacities as such, on the basis of any such fiduciary obligation
hereunder. Subject to Section 5(c) hereof, neither the Bond Trustee nor the
Bond Issuer is the agent of, or owes any fiduciary obligation to, any of
the Purchasers or any other party under this Agreement. Each of the
Purchasers and Consumers hereby waives any right that it may now have or
hereafter acquire to make any claim against the Bond Trustee or the Bond
Issuer on the basis of any such fiduciary obligation hereunder.
<PAGE>

                     (b) Notwithstanding anything herein to the contrary,
none of the Purchasers, the Servicing Agent, the Bond Trustee or the Bond
Issuer shall be required to take any action that exposes it to personal
liability or that is contrary to the Indenture, the Servicing Agreement,
the RPA's or applicable law.

                     (c) None of the Purchasers, the Servicing Agent, the
Bond Trustee or the Bond Issuer nor any of their respective directors,
officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this
Agreement, except for its or their own gross negligence, bad faith or
willful misconduct. Without limiting the foregoing, each of the Purchasers,
the Servicing Agent, the Bond Trustee and the Bond Issuer: (i) may consult
with legal counsel, independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to
be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (ii) makes no warranty or representation to any
party and shall not be responsible to any party for any statements,
warranties or representations made by any other party in connection with
this Agreement or any other agreement; (iii) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement or any other agreement on
the part of any other party; and (iv) shall incur no liability under or in
respect of this Agreement by acting upon any writing (which may be by
facsimile) believed by it in good faith to be genuine and signed or sent by
the proper party or parties.

                  7. The Servicing Agent, the Purchasers, Consumers, the
Collection Agent and the Bond Servicer agree that the Lock-Box Agreements
in the form attached to the RPA's as Exhibit F shall not be amended,
altered or supplemented in any material respect or terminated without the
prior written consent of the Bond Trustee.

                  8. The Servicing Agent, the Bond Trustee and Consumers
agree to cooperate with each other and to make available to each other or
any Replacement Servicer any and all records and other data relevant to the
Bond Issuer Assets and the Receivables which it may from time to time
receive from Consumers (or its successor) including, without limitation,
any and all computer programs, data files, documents, instruments, files
and records and any receptacles and cabinets containing the same.

                  9. Nothing herein contained shall be deemed as effecting
a joint venture among the Purchasers, the Servicing Agent, Consumers, the
Bond Issuer and the Bond Trustee.

                  10. For the purpose of this Agreement, the Purchasers
hereby consent and agree to the method of adjustment of the Securitization
Charge set forth in Section 4.01 of the Servicing Agreement and irrevocably
waive any right to object to or enjoin such adjustment.

                  11. This Agreement shall terminate upon the payment in
full of either the Securitization Bonds or the termination of both RPA's in
accordance with their respective terms, except that the understandings and
acknowledgments contained in Sections 1, 2, 3, 4, 6 and 16 shall survive
the termination of this Agreement.

                  12. (a) This Agreement shall be governed by the laws of
the State of New York.

                      (b) In connection with any suit, claim, action or
proceeding arising out of or relating to this Agreement and the
transactions contemplated hereby, each party hereto hereby consents to the
in personam jurisdiction of any court of the State of New York or any U.S.
federal court located in the Borough of Manhattan in the City of New York,
State of New York; each party hereto agrees that service by registered
mail, or any other form equivalent thereto (or, in the alternative, by any
other means sufficient under applicable law, rules and regulations) at the
addresses set forth in Section 19 hereof shall be valid and sufficient for
all purposes; and each party hereto agrees to, and irrevocably waives any
objection based on forum non conveniens or venue not to, appear in such
state or U.S. federal court located in the Borough of Manhattan.
<PAGE>

Each of Consumers and the Bond Issuer irrevocably designates CT Corporation
System, 111 Eighth Avenue, New York, NY 10011, as its agent and
attorney-in-fact for the acceptance of service of process and making an
appearance on its behalf in any such action or proceeding and taking all
such acts as may be necessary or appropriate in order to confer
jurisdiction over it by such state or U.S. federal court in the Borough of
Manhattan, and each of such parties stipulates that such appointment is
irrevocable and coupled with an interest.

                      (c) EACH OF THE PARTIES HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  13. The Purchasers, Consumers, the Bond Issuer, the Bond
Trustee, the Bond Servicer and the Collection Agent agree to execute any
and all agreements, instruments, financing statements, releases and any and
all other documents reasonably requested by any other party hereto in order
to effectuate the intent of this Agreement. In each case where a release is
to be given pursuant to this Agreement, the term release shall include any
documents or instruments necessary to effect a release, as contemplated by
this Agreement. All releases, subordinations and other instruments
submitted to the executing party are to be prepared at the expense of
Consumers.

                  14. This Agreement is solely for the benefit of the
Purchasers, the Servicing Agent, Consumers, the Bond Issuer, the Bond
Trustee (individually and for the benefit of the Securitization
Bondholders), the Bond Servicer and the Collection Agent, and no other
person or entity shall have any rights, benefits, priority or interest
under or because of the existence of this Agreement.

                  15. This Agreement may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each
of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually
executed counterpart of this Agreement.

                  16. Notwithstanding any prior termination of this
Agreement or the Indenture, each of the parties hereto hereby covenants and
agrees that it shall not, prior to the date which is one year and one day
after the termination of the Indenture and the payment in full of the
Securitization Bonds, any other amounts owed under the Indenture,
including, without limitation, any amounts owed to third-party credit
enhancers or under any interest rate swap agreement, acquiesce, petition or
otherwise invoke or cause the Bond Issuer to invoke the process of any
court or government authority for the purpose of commencing or sustaining a
case against the Bond Issuer under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Bond
Issuer or any substantial part of the property of the Bond Issuer, or
ordering the winding up or liquidation of the affairs of the Bond Issuer.
<PAGE>

                  17. Each of the Purchasers and the Servicing Agent agrees
that it will not (i) challenge the transfer of Bond Issuer Assets from
Consumers to the Bond Issuer, whether on the grounds that such transfer was
a disguised financing or a fraudulent conveyance or otherwise, so long as
such transfer is carried out in all material respects in accordance with
the Sale Agreement and related documents, or (ii) assert that Consumers and
the Bond Issuer should be substantively consolidated. The Bond Trustee
agrees that it will not challenge any transfer of the Receivables from
Consumers to the Purchasers, whether on the grounds that such transfer was
a disguised financing or a fraudulent conveyance or otherwise, so long as
such transfer is carried out in all material respects in accordance with
the RPA's and related documents.

                  18. (a) Consumers hereby represents and warrants to the
Bond Issuer and the Bond Trustee that the forms of the RPA's delivered to
the Bond Issuer and the Bond Trustee concurrently herewith are the RPA's as
amended (to reflect the provisions specified in Exhibit A hereto) and as in
effect on the date hereof. Consumers hereby covenants to the Bond Issuer
and the Bond Trustee that it will not (i) amend, supplement or terminate
any of the provisions of either of the RPA's specified in Exhibit A hereto
without the prior written consent of the Bond Trustee and satisfaction of
the Rating Agency Condition, as well as delivery to each Rating Agency of
the form of the proposed amendment or supplement, or (ii) agree to any
additional person becoming a purchaser under either of the RPA's unless
such person has theretofore agreed, in a written instrument delivered to
the Bond Issuer and the Bond Trustee and satisfactory to the Bond Trustee,
to be bound by the terms of, and to become a party as a "Purchaser" to,
this Agreement.

                      (b) Notwithstanding any provision of this Agreement
to the contrary, upon the termination, substitution or assignment of the
RPA's in connection with a restructuring of Consumers' Receivables
securitization program, upon the written request of Consumers, the Bond
Issuer and the Bond Trustee agree to enter into a replacement intercreditor
agreement with the parties to such restructured Receivables program having
substantially the same terms and provisions as this Agreement upon (i)
receipt by the Trustee of an opinion of counsel satisfactory to the Bond
Trustee to the effect that the substitution of such replacement
intercreditor agreement and such restructured Receivables program and the
related documentation will not adversely affect the rights and interests of
the Transition Bondholders, the Bond Issuer or the Bond Trustee and (ii)
satisfaction of the Rating Agency Condition.

                  19. Unless otherwise specifically provided herein, all
notices, directions, consents and waivers required under the terms and
provisions of this Agreement shall be in writing, and any such notice,
direction, consent or waiver may be given by United States first- class
mail, reputable overnight courier service, facsimile transmission or
electronic mail (confirmed by telephone, United States first-class mail or
reputable overnight courier service in the case of notice by facsimile
transmission or electronic mail) or any other customary means of
communication, and any such notice, direction, consent or waiver shall be
effective when delivered or transmitted, or if mailed, five days after
deposit in the United States first-class mail with proper postage for
first-class mail prepaid,

         in the case of Consumers, at Consumers Energy Company, 212 W.
         Michigan Avenue, Jackson, Michigan 49201; telephone:(800)
         477-5050; fax: (517) 788-2186; email:customer@consumersenergy.com;

         in the case of the Bond Issuer, at Consumers Funding LLC, 212 W.
         Michigan Avenue, Suite M-1029, Jackson, Michigan 49201; telephone:
         (517) 788-0179; fax: (517) 788- 0768; email:
         mdvanhem@cmsenergy.com;

         in the case of the Bond Trustee, at 5 Penn Plaza, 16th Floor, New
         York, New York 10001-1803, Attention: Asset Backed Securities
         (ABS); telephone: (212) 328-7543; fax: (212) 328-7623; email:
         cdshedd@bankofny.com;

         in the case of CIBC, Attention: R. Santos, at 425 Lexington
         Avenue, New York, New York 10017; telephone: (212) 856-3811; fax:
         (212) 856-3643; email: richard.santos@us.cibc.com;
<PAGE>

         in the case of ASCC, Attention: R. Santos, at 425 Lexington
         Avenue, New York, New York 10017; telephone: (212) 856-3811; fax:
         (212) 856-3643; email: richard.santos@us.cibc.com;

         in the case of Moody's, at Moody's Investors Service, Inc., ABS
         Monitoring Department, 99 Church Street, New York, New York 10007;
         telephone: (212) 553-0300; fax: (212) 553-4642; email:
         fabrikant@moodys.com;

         in the case of Standard & Poor's, at Standard & Poor's Ratings
         Group, 55 Water Street, New York, New York 10041, Attention: Asset
         Backed Surveillance Department; telephone: (212) 438-2000; fax:
         (212) 438-2655; email: Tom_currie@standardandpoors.com; and

         in the case of Fitch, at Fitch, Inc., 1 State Street Plaza, New
         York, New York 10004, Attention: ABS Surveillance; telephone:
         (212) 908-0500; fax:(212) 480-4438;
         email:James.grady@fitchratings.com;

or, as to each of the foregoing, at such other address as shall be
designated by written notice to the other parties.

                  20. No delay upon the part of any party to this Agreement
in the exercise of any right, power or remedy shall operate as a waiver
thereof, nor shall any single or partial exercise by any such party of any
right, power or remedy preclude other or further exercise thereof, or the
exercise of any other right, power or remedy. No waiver, amendment or other
modification, or consent with respect to, any provision of this Agreement
shall be effective unless the same shall be in writing and shall be signed
by each of the parties hereto.

                  IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.

                                        CANADIAN IMPERIAL BANK OF COMMERCE
                                        Individually and as Servicing Agent


                                        By: /s/ Robert L. Stern Jr.
                                        ---------------------------------------
                                        Name: Robert L. Stern Jr.
                                        Title: Authorized Signatory

                                        ASSET SECURITIZATION COOPERATIVE
                                        CORPORATION


                                        By: /s/ Joyce Pernin
                                        ---------------------------------------
                                        Name: Joyce Pernin
                                        Title: Vice President

                                        CONSUMERS ENERGY COMPANY
                                        Individually, as Collection Agent
                                        and as Bond Servicer


                                        By: /s/ Laura L. Mountcastle
                                        ---------------------------------------
                                        Name: Laura L. Mountcastle
                                        Title: Vice President and Treasurer

                                        THE BANK OF NEW YORK,
                                          as Bond Trustee


                                        By: /s/ Cassandra D. Shedd
                                        ---------------------------------------
                                        Name: Cassandra D. Shedd
                                        Title: Assistant Vice President

                                        CONSUMERS FUNDING LLC


                                        By: /s/ Laura L. Mountcastle
                                        ---------------------------------------
                                        Name: Laura L. Mountcastle
                                        Title: President, Chief Executive
                                               Officer, Chief Financial Officer
                                               and Treasurer

<PAGE>


         [THE FOLLOWING PROVISIONS TO APPEAR IN THE AMENDED RPA'S]


Article I:        [Definition of Receivable:]

                  "Receivable" means the obligation of an Obligor to pay
                  for electricity, natural gas, electric and natural gas
                  power or other energy products or merchandise sold or
                  services rendered by the Seller, and includes the
                  Seller's rights to payment of any interest, financing
                  charges or late fees and the merchandise (including
                  returned goods) and contracts relating to such
                  Receivable, all security interests, guaranties and
                  property securing or supporting payment of such
                  Receivable, all books and records relating to the
                  Receivables and all proceeds of the foregoing.
                  Notwithstanding the foregoing, "Receivable" does not
                  include (i) Transferred Securitization Property or (ii)
                  the books and records relating solely to the Transferred
                  Securitization Property, provided that the determination
                  of what constitutes collections of the Securitization
                  Charge in respect of Transferred Securitization Property
                  shall be made in accordance with the allocation
                  methodology specified in Annex 2 to the Servicing
                  Agreement.

                  [Additional Definitions:]

                  "Financing Order" means the financing order issued by the
                  Michigan Public Service Commission on October 24, 2000,
                  as amended.

                  "Intercreditor Agreement" means the Intercreditor
                  Agreement dated as of November 8, 2001 among Canadian
                  Imperial Bank of Commerce, Asset Securitization
                  Cooperative Corporation, The Bank of New York, as
                  trustee, Consumers Funding LLC, and Consumers Energy
                  Company.

                  "Securitization Charge" has the meaning specified in
                  Appendix A to the Servicing Agreement.

                  "Securitization Charge Collections" has the meaning
                  specified in Appendix A to the Servicing Agreement.

                  "Securitization Property" means "securitization property"
                  within the meaning of the Michigan Customer Choice and
                  Electricity Reliability Act, 2000 PA 141 and 2000 PA 142
                  as approved in the Financing Order

                  "Transferred Securitization Property" has the meaning
                  specified in Appendix A to the Servicing Agreement.

                  "Servicing Agreement" means the Servicing Agreement dated
                  as of November 8, 2001 between Consumers Funding LLC and
                  Consumers Energy Company, as the same may be amended and
                  supplemented from time to time with the consent of the
                  Purchaser (to the extent such consent is required by the
                  terms of this Agreement).

<PAGE>
Section 7.2:      Application of Collections. The Collection Agent shall,
                  upon receipt of payments of amounts billed and collected
                  from customers of Consumers on their utility bills,
                  allocate those receipts on a daily basis between
                  Collections of Receivables and Securitization Charge
                  Collections in accordance with the allocation methodology
                  specified in Annex 2 to the Servicing Agreement.

Section 10.1(h):      Instruct all Obligors to cause all Collections and
                      Securitization Charge Collections to be deposited
                      directly into a Lock-Box.

Section 10.3(e):      Deposit or otherwise credit, or cause or permit to be
                      so deposited or credited, to any Lock-Box cash or
                      cash proceeds other than Collections and
                      Securitization Charge Collections.

Section 11.1(h):      the commingling of Collections with other funds of
                      the Seller other than Securitization Charge
                      Collections;

Exhibit E:        [New clauses (iii) and (iv) at the end of the first
                  paragraph:]

                  and (iii) The Bank of New York, or any successor thereto,
                  as trustee (the "Bond Trustee") under the Indenture dated
                  as of November 8, 2001 between the Seller and the Bond
                  Trustee, as supplemented, and (iv) Consumers Funding LLC,
                  as issuer of the Securitization Bonds.

Exhibit F:        [New clause at the end of the first sentence of the second
                  paragraph:]

                  and for the benefit of The Bank of New York, as trustee
                  (the "Bond Trustee") under the Indenture dated as of
                  November 8, 2001 between the Seller and the Bond Trustee,
                  as supplemented, and for the benefit of Consumers Funding
                  LLC, as Issuer of the Securitization Bonds (the "Bond
                  Issuer").

                  [New clause (iii) at the end of the first paragraph of
                  Attachment A to Lock Box Agreement:]

                  and (iii) for the benefit of The Bank of New York, as
                  trustee (the "Bond Trustee") under the Indenture dated as
                  of November 8, 2001 between the Seller and the Bond
                  Trustee, as supplemented, and for the benefit of
                  Consumers Funding LLC, as Issuer of the Securitization
                  Bonds.

Exhibit F:        [Fourth line of the third paragraph:]

                  of the Purchasers, the Bond Issuer and the Bond Trustee and
                  all instructions and thereafter regarding the