<PAGE>

                               EXHIBIT 10(a)

                               SALE AGREEMENT








                               SALE AGREEMENT


                                  between


                           CONSUMERS FUNDING LLC
                                   Issuer


                                    and


                          CONSUMERS ENERGY COMPANY
                                   Seller






                        Dated as of November 8, 2001




<PAGE>
                             TABLE OF CONTENTS


                                 ARTICLE I
                                Definitions

SECTION 1.01  Definitions......................................................1
SECTION 1.02  Other Definitional Provisions....................................1

                                 ARTICLE II
             Conveyance of Transferred Securitization Property

SECTION 2.01  Conveyance of Initial Transferred Securitization
              Property.........................................................2
SECTION 2.02  Conditions to Conveyance of Securitization Property..............3

                                ARTICLE III
                  Representations and Warranties of Seller

SECTION 3.01  Organization and Good Standing...................................5
SECTION 3.02  Due Qualification................................................5
SECTION 3.03  Power and Authority..............................................5
SECTION 3.04  Binding Obligation...............................................5
SECTION 3.05  No Violation.....................................................5
SECTION 3.06  No Proceedings...................................................6
SECTION 3.07  Approvals........................................................6
SECTION 3.08  The Transferred Securitization Property..........................6
SECTION 3.09  Solvency.........................................................9

                                 ARTICLE IV
                          Covenants of the Seller

SECTION 4.01  Seller's Existence...............................................9
SECTION 4.02  No Liens or Conveyances..........................................9
SECTION 4.03  Use of Proceeds.  ..............................................10
SECTION 4.04  Delivery of Collections.........................................10
SECTION 4.05  Notice of Liens.................................................10
SECTION 4.06  Compliance with Law.............................................10
SECTION 4.07  Covenants Related to Transferred Securitization Property........10
SECTION 4.08  Notice of Indemnification Events................................11
SECTION 4.08  Protection of Title.............................................11
SECTION 4.09  Taxes...........................................................12

                                 ARTICLE V
                   Additional Undertakings of the Seller

SECTION 5.01  Liability of the Seller; Indemnities............................13
SECTION 5.02  Merger or Consolidation of, or Assumption of the
              Obligations of, the Seller......................................14
SECTION 5.03  Limitation on Liability of the Seller and Others................15

                                 ARTICLE VI
                          Miscellaneous Provisions

SECTION 6.01  Amendment.......................................................15
SECTION 6.02  Notices.........................................................16
SECTION 6.03  Assignment by Seller............................................16
SECTION 6.04  Assignment to Trustee...........................................17
SECTION 6.05  Limitations on Rights of Others.................................17
SECTION 6.06  Severability....................................................17
SECTION 6.07  Separate Counterparts...........................................17
SECTION 6.08  Headings........................................................17
SECTION 6.09  Governing Law...................................................17
SECTION 6.10  Nonpetition Covenant............................................18


EXHIBIT A - Bill of Sale.....................................................A-1
EXHIBIT B - Opinion of Counsel...............................................B-1
EXHIBIT C - Opinion of Counsel...............................................C-1

APPENDIX A - Master Definitions

<PAGE>





                  SALE AGREEMENT, dated as of November 8, 2001, by and
between CONSUMERS FUNDING LLC, a Delaware limited liability company, as
issuer (the "Issuer"), and CONSUMERS ENERGY COMPANY, a Michigan
corporation, as seller hereunder (in such capacity, the "Seller").

                            W I T N E S S E T H:

                  WHEREAS the Issuer desires to purchase from time to time
Securitization Property created pursuant to the Customer Choice Act and the
Financing Order;

                  WHEREAS the Seller is willing to sell Securitization
Property to the Issuer;

                  WHEREAS the Issuer, in order to finance the purchase of
the Transferred Securitization Property, will from time to time issue
Securitization Bonds under the Indenture; and

                  WHEREAS the Issuer, to secure its obligations under the
Securitization Bonds and the Indenture, will pledge its right, title and
interest in, to and under the Transferred Securitization Property to the
Trustee for the benefit of the Securitization Bondholders.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
agree as follows:


                                 ARTICLE I

                                Definitions

                  SECTION 1.01 Definitions. Capitalized terms used herein
and not otherwise defined herein have the meanings assigned to them in
Appendix A hereto.

                  SECTION 1.02  Other Definitional Provisions.

                  (a) "Agreement" means this Sale Agreement, as the same
may be amended, supplemented or otherwise modified from time to time.

                  (b) Non-capitalized terms used herein which are defined
in the Customer Choice Act, as the context requires, have the meanings
assigned to such terms in the Customer Choice Act, but without giving
effect to amendments to the Customer Choice Act after the date hereof which
have a material adverse effect on the Issuer or the Securitization
Bondholders.

                  (c) All terms defined in this Agreement have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

                  (d) The words "hereof", "herein", "hereunder" and words
of similar import when used in this Agreement refer to this Agreement as a
whole and not to any particular provision of this Agreement; Section,
Schedule and Exhibit references contained in this Agreement are references
to Sections, Schedules and Exhibits in or to this Agreement unless
otherwise specified; and the term "including" means "including without
limitation".

                  (e) The definitions contained in this Agreement are
applicable to the singular as well as the plural forms of such terms.


<PAGE>
                                 ARTICLE II

             Conveyance of Transferred Securitization Property

                  SECTION 2.01 Conveyance of Initial Transferred
Securitization Property.

                  (a) In consideration of the Issuer's payment to or upon
the order of the Seller of $468,592,000 (the "Initial Purchase Price") by
wire transfer of funds immediately available on the date hereof to Seller's
account no. 113-10 at Bank One, Detroit Michigan, routing transit # 0720
0032 6, subject to the conditions specified in Section 2.02, the Seller
does hereby irrevocably sell, transfer, assign and otherwise convey to the
Issuer, without recourse (subject to the obligations of the Seller herein),
all right, title and interest of the Seller in, to and under the Initial
Transferred Securitization Property as confirmed by the Bill of Sale
delivered pursuant to Section 2.02(a) on or prior to the Initial Transfer
Date (such sale, transfer, assignment and conveyance of the Initial
Transferred Securitization Property to include, to the fullest extent
permitted by Michigan law, the assignment of all revenues, collections,
payments, money and proceeds arising out of the Securitization Charges and
the other rights and interests constituting the Initial Transferred
Securitization Property, as the same may be adjusted from time to time).
Such sale, transfer, assignment and conveyance of the Initial Transferred
Securitization Property is hereby expressly stated to be a sale or other
absolute transfer and, pursuant to Section 10l. of the Customer Choice Act,
constitutes a true sale and not a secured transaction and that title, legal
and equitable, to the Initial Transferred Securitization Property has
passed to the Issuer. The preceding sentence is the statement referred to
in Section 10l. of the Customer Choice Act. The Seller agrees and confirms
that, upon the execution and delivery of this Agreement and the related
Bill of Sale and payment of the Initial Purchase Price, title, legal and
equitable, to the Initial Transferred Securitization Property shall pass to
the Issuer and the Seller shall have no right, title or interest in, to or
under the Initial Transferred Securitization Property.

                  (b) Subject to the conditions specified in Section 2.02,
the Issuer does hereby purchase the Initial Transferred Securitization
Property from the Seller for the consideration set forth in paragraph (a)
above.

                  (c) The Seller and the Issuer each acknowledge and agree
that the purchase price for the Initial Transferred Securitization Property
sold pursuant to this Agreement is equal to its fair market value at the
time of sale.

                  (d) The Seller and the Issuer further agree that from
time to time the Seller may offer to sell, and the Issuer may purchase,
Subsequent Transferred Securitization Property as of Subsequent Transfer
Dates, subject to the conditions specified in Section 2.02, in exchange for
consideration to be agreed upon (the "Subsequent Purchase Price"). The
Seller and the Issuer hereby agree that each such sale, transfer,
assignment and conveyance of any Subsequent Transferred Securitization
Property shall include, to the fullest extent permitted by Michigan law,
the assignment of all revenues, collections, payments, money and proceeds
of or arising out of the Securitization Charges and the other rights and
<PAGE>
interests constituting the Subsequent Transferred Securitization Property,
as the same may be adjusted from time to time. Such sale, transfer,
assignment and conveyance of the Subsequent Transferred Securitization
Property is hereby expressly stated to be a sale or other absolute transfer
and, pursuant to Section 10l. of the Customer Choice Act, shall constitute
a true sale and not a secured transaction and that title, legal and
equitable, to the Subsequent Transferred Securitization Property has passed
to the Issuer. The preceding sentence is the statement referred to in
Section 10l. of the Customer Choice Act. The Seller agrees and confirms
that, after giving effect to any sale contemplated by this paragraph (d),
the execution and delivery of the related Bill of Sale and payment of the
Subsequent Purchase Price, title, legal and equitable, to the Subsequent
Transferred Securitization Property shall pass to the Issuer and the Seller
shall have no right, title or interest in, to or under the Subsequent
Transferred Securitization Property.

                  (e) Notwithstanding the foregoing, in the event that any
sale, transfer, assignment and conveyance of any Transferred Securitization
Property is determined by a court of competent jurisdiction not to be a
true and absolute sale as contemplated by the parties hereto and the
Customer Choice Act, then such sale, transfer, assignment and conveyance
shall be treated as a pledge of such Transferred Securitization Property
and the Seller shall be deemed to have granted, and does hereby grant, as
of the date hereof, a security interest to the Issuer in such Transferred
Securitization Property to secure a payment obligation incurred by the
Seller in the amount paid by the Issuer for such Transferred Securitization
Property, plus interest.

                  SECTION 2.02 Conditions to Conveyance of Securitization
Property. The sale by the Seller to the Issuer, and the purchase by the
Issuer from the Seller, of Securitization Property upon any Transfer Date
shall be subject to and conditioned upon the satisfaction or waiver of each
of the following conditions:

                  (a) on or prior to the Transfer Date, the Seller shall
deliver to the Issuer a duly executed Bill of Sale identifying the
Securitization Property to be conveyed as of that date, substantially in
the form of Exhibit A hereto;

                  (b) as of the Transfer Date, no breach by the Seller of
its representations, warranties or covenants in this Agreement shall exist
and the Seller shall have delivered to the Issuer and the Trustee an
Officers' Certificate to such effect and no Servicer Default shall have
occurred and be continuing;

                  (c) on the Transfer Date:

                           (i) the Issuer shall have sufficient funds
         available to pay the purchase price for the Transferred
         Securitization Property to be conveyed on such date, and

                           (ii) all conditions set forth in the Indenture
         to the issuance of one or more Series of Securitization Bonds
         intended to provide such funds shall have been satisfied or
         waived;

                  (d) on or prior to the Transfer Date, the Seller shall
have taken all actions required under applicable law, including under the
Customer Choice Act and other applicable law, to transfer to the Issuer
ownership of the Transferred Securitization Property to be conveyed on such
date, free and clear of all Liens other than Liens created by the Issuer
pursuant to the Indenture, and the Issuer shall have taken all actions
required for the Issuer to grant the Trustee a first priority perfected
security interest in the Collateral, in each case including, without
limitation, filings under the Michigan UCC and the Delaware UCC;

                  (e) in the case of any sale of Subsequent Transferred
Securitization Property only, the Seller shall have provided the Issuer and
each Rating Agency with a notice specifying the Subsequent Transfer Date
for the Subsequent Transferred Securitization Property not later than 10
days prior to the Subsequent Transfer Date;
<PAGE>

                  (f) the Seller shall have delivered to each Rating Agency
and to the Issuer:

                           (i) an Opinion of Counsel to the Seller with
         respect to the transfer of the Transferred Securitization Property
         then being conveyed to the Issuer substantially in the form of
         Exhibit B hereto, and

                           (ii) an Opinion of Counsel to the Seller,
substantially in the form of Exhibit C hereto;

                  (g) the Seller shall have delivered to the Trustee and
the Issuer an Officers' Certificate confirming the satisfaction of each
condition precedent specified in this Section 2.02;

                  (h) with respect to any Subsequent Sale, the Seller shall
have received written notice from each Rating Agency that such Subsequent
Sale will not result in a reduction or withdrawal of the then current
rating by such Rating Agency of any Outstanding Series or Class of
Securitization Bonds; and

                  (i) the Seller shall have received the Initial Purchase
Price or the Subsequent Purchase Price, as applicable, in funds immediately
available on the applicable Transfer Date.



<PAGE>

                                ARTICLE III

                  Representations and Warranties of Seller

                  As of the Transfer Date, the Seller makes the following
representations and warranties on which the Issuer has relied and will rely
in acquiring Transferred Securitization Property. The following
representations and warranties are made under existing law as in effect as
of the Transfer Date. The Seller shall not be in breach of any
representation or warranty herein as a result of a change in law occurring
after the Transfer Date. The representations and warranties shall survive
the sale of Transferred Securitization Property to the Issuer and the
pledge thereof to the Trustee pursuant to the Indenture.

                  SECTION 3.01 Organization and Good Standing. The Seller
is a corporation duly organized and in good standing under the laws of the
State of Michigan, with corporate power and authority to own its properties
and conduct its business as currently owned or conducted.

                  SECTION 3.02 Due Qualification. The Seller is duly
qualified to do business as a foreign corporation in good standing, and has
obtained all necessary licenses and approvals, in all jurisdictions in
which the ownership or lease of property or the conduct of its business
requires such qualifications, licenses or approvals (except where the
failure to so qualify would not be reasonably likely to have a material
adverse effect on the Seller's business, operations, assets, revenues,
properties or prospects, the Securitization Property, the Issuer or the
Securitization Bonds).

                  SECTION 3.03 Power and Authority. The Seller has the
corporate power and authority to execute and deliver this Agreement and to
carry out its terms; the Seller has full corporate power and authority to
own the Securitization Property and sell and assign the Transferred
Securitization Property to the Issuer, and the Seller has duly authorized
such sale and assignment to the Issuer by all necessary corporate action;
and the execution, delivery and performance of this Agreement has been duly
authorized by the Seller by all necessary corporate action.

                  SECTION 3.04 Binding Obligation. This Agreement
constitutes a legal, valid and binding obligation of the Seller enforceable
against the Seller in accordance with its terms subject to bankruptcy,
receivership, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally from time to time in effect and to
general principles of equity (regardless of whether considered in a
proceeding in equity or at law).

                  SECTION 3.05 No Violation. The consummation of the
transactions contemplated by this Agreement and the fulfillment of the
terms hereof do not conflict with, result in any breach of any of the terms
and provisions of, or constitute (with or without notice or lapse of time)
a default under, the articles of incorporation or by-laws of the Seller, or
any indenture, agreement or other instrument to which the Seller is a party
or by which it is bound; nor result in the creation or imposition of any
Lien upon any of its properties pursuant to the terms of any applicable
indenture, agreement or other instrument (except as set forth in Section
2.01(e) hereof and any bills of sale for Securitization Property); nor
violate any law or any order, rule or regulation applicable to the Seller
of any court or of any Federal or State regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the
Seller or its properties.
<PAGE>

                  SECTION 3.06 No Proceedings. Except as disclosed in
writing by the Seller to the Issuer, there are no proceedings or
investigations pending or, to the Seller's best knowledge, threatened,
before any court, Federal or State regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Seller
or the Issuer or their respective properties:

                  (a) asserting the invalidity of the Basic Documents, the
Securitization Bonds, the Customer Choice Act or the Financing Order;

                  (b) seeking to prevent the issuance of the Securitization
Bonds or the consummation of any of the transactions contemplated by the
Basic Documents or the Securitization Bonds;

                  (c) challenging the Seller's treatment of the
Securitization Bonds as debt of the Seller for Federal and State income,
gross receipts or franchise tax purposes; or

                  (d) seeking any determination or ruling that could
reasonably be expected to materially and adversely affect the performance
by the Seller of its obligations under, or the validity or enforceability
of, the Basic Documents or the Securitization Bonds.

                  SECTION 3.07 Approvals. Except for the filing of
financing statements and continuation statements under the Michigan UCC and
the Delaware UCC, no approval, authorization, consent, order or other
action of, or filing with, any court, Federal or State regulatory body,
administrative agency or other governmental instrumentality is required in
connection with the execution and delivery by the Seller of this Agreement,
the performance by the Seller of the transactions contemplated hereby, the
fulfillment by the Seller of the terms hereof or the creation or transfer
of the Transferred Securitization Property, except those that have been
obtained or made.

                  SECTION 3.08  The Transferred Securitization Property.

                  (a) Information. All information provided by the Seller
to the Issuer with respect to the Transferred Securitization Property is
correct in all material respects.

                  (b) Effect of Transfer. Each sale, transfer, assignment
and conveyance herein contemplated constitutes a sale or other absolute
transfer, of all right, title and interest of the Seller in, to and under
the Transferred Securitization Property from the Seller to the Issuer; upon
execution and delivery of this Agreement and the related Bill of Sale, the
Seller will have no right, title or interest in, to or under the
Transferred Securitization Property; and the Transferred Securitization
Property and the proceeds thereof would not be part of the estate of the
Seller as debtor in the event of the filing of a bankruptcy petition by or
against the Seller under any bankruptcy law.

                  (c) Transfer Filings. The Seller is the sole owner of the
Transferred Securitization Property sold to the Issuer on the Transfer
Date; and the Transferred Securitization Property will have been validly
sold, assigned, transferred and conveyed to the Issuer free and clear of
all Liens other than Liens created by the Issuer pursuant to the Indenture.
All actions or filings, including filings under either the Michigan UCC or
the Delaware UCC, necessary in any jurisdiction to give the Issuer a valid
first priority perfected ownership interest in the Transferred
Securitization Property and to grant to the Trustee a first priority
perfected security interest in the Transferred Securitization Property,
free and clear of all Liens of the Seller or anyone else claiming through
the Seller, have been taken or made.

<PAGE>
                  (d) Financing Order Irrevocable; Process Valid; No
Litigation; Etc.

                           (i) The Financing Order has been issued by the
         MPSC in accordance with the Customer Choice Act, and the Financing
         Order and the process by which it was issued comply with all
         applicable laws, rules and regulations. The Financing Order has
         become effective pursuant to the Customer Choice Act and is and as
         of the date of issuance of any Securitization Bonds will be in
         full force and effect and final and non- appealable.

                           (ii) As of the Series Issuance Date, the
         Securitization Bonds of the related Series will be entitled to the
         protections provided by the Customer Choice Act and, in accordance
         with the Customer Choice Act, the Financing Order and the
         Securitization Charge authorized therein, subject to the periodic
         adjustments to the Securitization Charge provided for in the
         Financing Order, have become irrevocable.

                           (iii) (A) Under the Customer Choice Act, the
                  State of Michigan may not take or permit any action that
                  would impair the value of the Transferred Securitization
                  Property or reduce or alter, except as allowed under
                  Section 10k(3) of the Customer Choice Act, or impair the
                  Securitization Charges to be imposed, collected and
                  remitted to the Issuer, until the principal, interest and
                  premium and any other charges incurred and contracts to
                  be performed in connection with the Securitization Bonds
                  have been paid and performed in full; and

                                    (B) under the contract clauses of the
                  State of Michigan and United States Constitutions, the
                  State of Michigan, including the MPSC, could not
                  constitutionally take any action of a legislative
                  character, including, but not limited to, the repeal or
                  amendment of the Customer Choice Act or the MPSC
                  financing order (including repeal or amendment by voter
                  initiative as defined in the Michigan Constitution or by
                  amendment of the Michigan Constitution), that would
                  substantially impair the value of the Transferred
                  Securitization Property or substantially reduce or alter,
                  except as allowed under the adjustment provisions
                  described in Customer Choice Act, or substantially impair
                  the Securitization Charges to be imposed, collected and
                  remitted to the Issuer, unless this action is a
                  reasonable exercise of the State of Michigan's sovereign
                  powers and of a character reasonable and appropriate to
                  the public purpose justifying this action and, under the
                  takings clauses of the State of Michigan and United
                  States Constitutions, the State of Michigan, including
                  the MPSC, could not repeal or amend the Customer Choice
                  Act or the Financing Order (including repeal or amendment
                  by voter initiative as defined in the Michigan
                  Constitution, or by amendment of the Michigan
                  Constitution) or take any other action in contravention
                  of its pledge quoted above, without paying just
                  compensation to the Securitization Bondholders, as
                  determined by a court of competent jurisdiction, if this
                  action would constitute a permanent appropriation of a
                  substantial property interest of the Securitization
                  Bondholders in the Securitization Property and deprive
                  the Securitization Bondholders of their reasonable
                  expectations arising from their investments in the
                  Securitization Bonds.

                           (iv) There is no order by any court providing
         for the revocation, alteration, limitation or other impairment of
         the Customer Choice Act, the Financing Order, the Transferred
         Securitization Property or the Securitization Charges or any
         rights arising under any of them or that seeks to enjoin the
         performance of any obligations under the Financing Order.

                  (e) Assumptions. The assumptions used in calculating the
Securitization Charge in any notice delivered by Consumers to the MPSC will
be reasonable and made in good faith.

                  (f) Creation of Transferred Securitization Property.

                           (i)      The Transferred Securitization Property
         constitutes a present property right;

                           (ii) the Securitization Property consists of the
         rights and interests of the Seller, or its successor, under the
         Financing Order, including all of the following:

                           (a) the right under Section 10j(1)(a) of the
                  Customer Choice Act to impose, collect, and receive the
                  Securitization Charges authorized in the Financing Order
                  in an amount necessary to provide the full recovery of
                  all qualified costs, as defined in the Customer Choice
                  Act;

                           (b) the right under Section 10j(1)(b) of the
                  Customer Choice Act and under the Financing Order to
                  obtain periodic adjustments of Securitization Charges
                  under Section 10k(3) of the Customer Choice Act; and

                           (c) all revenue, collections, payments, money,
                  and proceeds arising out of the rights and interests
                  described above;
<PAGE>

                           (iii) the Transferred Securitization Property is
         not subject to any Lien created by the Indenture dated September
         1, 1945 of the Seller to City Bank Farmers Trust Company (now
         Citibank, NA), as mortgage trustee (the "Trust Indenture"), or any
         Lien created by any other indenture, agreement or other instrument
         to which the Seller is a party or by which the Seller is bound;
         and the grant of a security interest in the Transferred
         Securitization Property pursuant to Section 2.01(e) of this
         Agreement will not breach any covenant in the Trust Indenture or
         in any such indenture, agreement or other instrument.

                           (iv) the Financing Order, together with the
         Securitization Charges authorized therein, is irrevocable and the
         Securitization Charges are not subject to reduction, impairment or
         adjustment by further action of the MPSC, except as provided under
         Section 10k(3) of the Customer Choice Act.

                  SECTION 3.09 Solvency. Upon giving effect to the sale of
any Transferred Securitization Property hereunder, the Seller:

                  (a) is solvent and expects to remain solvent;

                  (b) is adequately capitalized to conduct its business and
affairs considering its size and the nature of its business and intended
purposes;

                  (c) is not engaged nor does it expect to engage in a
business for which its remaining property represents an unreasonably small
amount of capital;

                  (d) reasonably believes that it will be able to pay its
debts as they come due; and

                  (e) is able to pay its debts as they mature and does not
intend to incur, or believe that it will incur, indebtedness that it will
not be able to repay at its maturity.

                                 ARTICLE IV

                          Covenants of the Seller

                  SECTION 4.01 Seller's Existence. So long as any of the
Securitization Bonds are outstanding, the Seller shall, subject to Section
5.02, keep in full force and effect its existence and remain in good
standing under the laws of the jurisdiction of its organization, and shall
obtain and preserve its qualification to do business in each jurisdiction
in which such qualification is or will be necessary to protect the validity
and enforceability of this Agreement and each other instrument or agreement
to which the Seller is a party necessary to the proper administration of
this Agreement and the transactions contemplated hereby.

                  SECTION 4.02 No Liens or Conveyances. Except for the
conveyances hereunder, the Seller shall not sell, pledge, assign or
transfer to any other Person, or grant, create, incur, assume or suffer to
exist any Lien on, any of the Transferred Securitization Property, whether
now existing or hereafter created, or any interest therein. The Seller
shall not at any time assert any Lien against or with respect to any
Transferred Securitization Property, and shall defend the right, title and
interest of the Issuer and the Trustee, as assignee of the Issuer, in, to
and under the Transferred Securitization Property, whether now existing or
hereafter created, against all claims of third parties claiming through or
under the Seller.

<PAGE>
                  SECTION 4.03 Use of Proceeds. The Seller shall use
proceeds from the sale of the Securitization Property in accordance with
the Financing Order and the Customer Choice Act.

                  SECTION 4.04 Delivery of Collections. If the Seller
receives collections of the Securitization Charge in its capacity as
Seller, the Seller shall pay the Servicer all payments received by the
Seller in respect thereof as soon as practicable after receipt thereof by
the Seller, but in no event later than two Business Days after such
receipt.

                  SECTION 4.05 Notice of Liens. The Seller shall notify the
Issuer and the Trustee promptly after becoming aware of any purported Lien
on any Transferred Securitization Property other than the conveyances
hereunder or under the Indenture.

                  SECTION 4.06 Compliance with Law. The Seller shall comply
with its organizational or governing documents and all laws, treaties,
rules, regulations and determinations of any governmental instrumentality
applicable to the Seller, except to the extent that failure to so comply
would not materially adversely affect the Issuer's or the Trustee's
interests in the Transferred Securitization Property or under any of the
Basic Documents or the Seller's performance of its obligations hereunder or
its obligations as Seller under any of the Basic Documents to which it is a
party.

                  SECTION 4.07  Covenants Related to Transferred
Securitization Property.

                  (a)      So long as any of the Securitization Bonds are
outstanding, the Seller shall:

                           (i)      treat the Securitization Bonds as debt
         for all purposes;

                           (ii) disclose in its financial statements that
         on a non-consolidated basis it is not the owner of the Transferred
         Securitization Property and that the assets of the Issuer are not
         available to pay creditors of the Seller or any of its Affiliates
         (other than the Issuer);

                           (iii) disclose the effects of all transactions
         between the Seller and the Issuer in accordance with generally
         accepted accounting principles; and

                           (iv) not own or purchase any Securitization Bonds.

                  (b) The Seller agrees that upon the sale by the Seller of
the Transferred Securitization Property to the Issuer pursuant to this
Agreement:

                           (i) to the fullest extent permitted by law,
         including the Customer Choice Act and applicable MPSC Regulations,
         the Issuer shall have all of the rights originally held by the
         Seller with respect to the Transferred Securitization Property,
         including the right to collect any amounts payable by any Customer
         in respect of such Transferred Securitization Property,
         notwithstanding any objection or direction to the contrary by the
         Seller; and

                           (ii) any payment by any Customer to the Issuer
         of Securitization Charges shall discharge such Customer's
         obligations in respect of such Transferred Securitization Property
         to the extent of such payment, notwithstanding any objection or
         direction to the contrary by the Seller.

                  (c)      So long as any of the Securitization Bonds are
Outstanding,

<PAGE>
                           (i) except for tax and financial reporting
         purposes, the Seller shall not make any statement or reference in
         respect of the Transferred Securitization Property that is
         inconsistent with the ownership thereof by the Issuer; and

                           (ii) the Seller shall not take any action in
         respect of the Transferred Securitization Property except as
         contemplated by the Basic Documents.

                  SECTION 4.08 Notice of Indemnification Events. The Seller
shall deliver to the Issuer and the Trustee, promptly after having obtained
knowledge thereof, written notice in an Officer's Certificate of the
occurrence of any event which requires or which, with the giving of notice
or the passage of time or both, would require the Seller to make any
indemnification payment pursuant to Section 5.01.

                  SECTION 4.09 Protection of Title. The Seller shall
execute and file such filings, and cause to be executed and filed such
filings, and take all such actions, all in such manner and in such places
as may be required by law fully to preserve, maintain, and protect the
interests of the Issuer and the Trustee in the Transferred Securitization
Property, including all filings required under the Michigan UCC and the
Delaware UCC relating to the transfer of the ownership of the Transferred
Securitization Property by the Seller to the Issuer and the pledge of the
Transferred Securitization Property by the Issuer to the Trustee. The
Seller shall deliver (or cause to be delivered) to the Issuer and the
Trustee file-stamped copies of, or filing receipts for, any document filed
as provided above, as soon as available following such filing. The Seller
shall take such legal or administrative actions, including defending
against or instituting and pursuing legal actions and appearing or
testifying at hearings or similar proceedings, as may be reasonably
necessary:

         (a)      to protect the Issuer and the Securitization Bondholders
                  from claims, State actions or other actions or
                  proceedings of third parties which, if successfully
                  pursued, would result in a breach of any representation
                  set forth in Section 3.08; or

         (b)      to block or overturn any attempts to cause a repeal of,
                  modification of or supplement to the Customer Choice Act,
                  the Financing Order or the rights of Securitization
                  Bondholders by legislative enactment or constitutional
                  amendment that would be adverse to the Issuer, the
                  Trustee or the Securitization Bondholders.

The costs of any such actions or proceedings shall be reimbursed by the
Issuer to the Seller from Securitization Charge Collections as an Operating
Expense. The Seller designates the Issuer as its agent and attorney-in-fact
to execute any filings of financing statements, continuation statements or
other instruments required of the Issuer pursuant to this Section, it being
understood that the Issuer shall have no obligation to execute any such
instruments.

<PAGE>
                  SECTION 4.10 Taxes. So long as any of the Securitization
Bonds are outstanding, the Seller shall, and shall cause each of its
subsidiaries to, pay all material taxes, assessments and governmental
charges imposed upon it or any of its properties or assets or with respect
to any of its franchises, business, income or property before any penalty
accrues thereon if the failure to pay any such taxes, assessments and
governmental charges would, after any applicable grace periods, notices or
other similar requirements, result in a Lien on the Transferred
Securitization Property; provided that no such tax need be paid if the
Seller or one of its Affiliates is contesting the same in good faith by
appropriate proceedings promptly instituted and diligently conducted and if
the Seller or such Affiliate has established appropriate reserves as shall
be required in conformity with generally accepted accounting principles.


                                   ARTICLE V

                     Additional Undertakings of the Seller

                  The Seller hereby undertakes the obligations contained in
this Article V and agrees that the Issuer shall have the right to assign
its rights with respect to such obligations to the Trustee for the benefit
of the Securitization Bondholders.

                  SECTION 5.01  Liability of the Seller; Indemnities.

                  (a) The Seller shall be liable in accordance herewith
only to the extent of the obligations specifically undertaken by the Seller
under this Agreement.

                  (b) The Seller shall indemnify the Issuer and the Trustee,
for itself and on behalf of the Securitization Bondholders, and each of their
respective officers, directors, managers, employees and agents for, and defend
and hold harmless each such Person from and against, any and all taxes (other
than any taxes imposed on Securitization Bondholders solely as a result of
their ownership of Securitization Bonds) that may at any time be imposed on or
asserted against any such Person under existing law as of any Transfer Date as
a result of the sale and assignment of the Transferred Securitization Property
by the Seller to the Issuer, the acquisition or holding of the Transferred
Securitization Property by the Issuer or the issuance and sale by the Issuer
of the Securitization Bonds, including any sales, gross receipts, general
corporation, personal property, privilege, franchise, license or single
business taxes, but excluding any taxes imposed as a result of a failure of
such person to properly withhold or remit taxes imposed with respect to
payments on any Securitization Bond.

                  (c) The Seller shall indemnify the Issuer and the
Trustee, for itself and on behalf of the Securitization Bondholders, and
each of their respective officers, directors, managers, employees and
agents for, and defend and hold harmless each such Person from and against,
(i) any and all amounts of principal of and interest on the Securitization
Bonds not paid when due or when scheduled to be paid in accordance with
their terms and the amount of any deposits to the Issuer required to have
been made in accordance with the terms of the Basic Documents which are not
made when so required, as a result of the Seller's breach of any of its
representations, warranties or covenants contained in this Agreement, and
(ii) any and all liabilities, obligations, claims, actions, suits or
payments of any kind whatsoever that may be imposed on or asserted against
any such Person, other than any liabilities, obligations or claims for or
payments of principal of or interest on the Securitization Bonds, together
with any reasonable costs and expenses incurred by such Person, as a result
of the Seller's breach of any of its representations, warranties or
covenants contained in this Agreement.
<PAGE>

                  (d) The Seller shall pay any and all taxes levied or
assessed upon all or any part of the Issuer's property or assets based on
existing law as of the Transfer Date.

                  (e) Indemnification under this Section 5.01 shall survive
the resignation or removal of the Trustee and the termination of this
Agreement and shall include reasonable fees and expenses of investigation
and litigation (including reasonable attorneys' fees and expenses). The
Seller shall not indemnify any party for any changes in law after the
Transfer Date.

                  (f) The indemnification obligation of the Seller under
this Section 5.01 shall be pari passu with all other general unsecured
obligations of the Seller.

                  SECTION 5.02 Merger or Consolidation of, or Assumption of
the Obligations of, the Seller. Any Person:

         (a)      into which the Seller may be merged or consolidated and
                  which succeeds to all or the major part of the electric
                  distribution business of the Seller,

         (b)      which results from the division of the Seller into two or
                  more Persons and which succeeds to all or the major part of
                  the electric distribution business of the Seller,

         (c)      which may result from any merger or consolidation to which
                  the Seller shall be a party and which succeeds to all or the
                  major part of the electric distribution business of the
                  Seller,

         (d)      which may succeed to the properties and assets of the Seller
                  substantially as a whole and which succeeds to all or the
                  major part of the electric distribution business of the
                  Seller, or

         (e)      which may otherwise succeed to all or the major part of the
                  electric distribution business of the Seller,

which Person in any of the foregoing cases executes an agreement of
assumption to perform every obligation of the Seller under this Agreement,
shall be the successor to the Seller hereunder without the execution or
filing of any document or any further act by any of the parties to this
Agreement; provided, however, that:

         (i)      immediately after giving effect to such transaction, no
                  representation or warranty made pursuant to Article III
                  shall have been breached and no Servicer Default, and no
                  event that, after notice or lapse of time, or both, would
                  become a Servicer Default, shall have occurred and be
                  continuing,

         (ii)     the Seller shall have delivered to the Issuer and the
                  Trustee an Officers' Certificate and an Opinion of
                  Counsel each stating that such consolidation, merger or
                  succession and such agreement of assumption comply with
                  this Section 5.02 and that all conditions precedent, if
                  any, provided for in this Agreement relating to such
                  transaction have been complied with,
<PAGE>

         (iii)    the Seller shall have delivered to the Issuer and the
                  Trustee an Opinion of Counsel either

                  (A)      stating that, in the opinion of such counsel,
                           all filings to be made by the Seller, including
                           filings under the Michigan and Delaware UCC,
                           that are necessary fully to preserve and protect
                           fully the respective interests of the Issuer and
                           the Trustee in the Transferred Securitization
                           Property have been executed and filed, and
                           reciting the details of such filings, or

                  (B)      stating that, in the opinion of such counsel,
                           no such action is necessary to preserve and
                           protect such interests,

         (iv)     the Rating Agencies shall have received prior written
                  notice of such transaction (although there is no
                  requirement of any Rating Agency Confirmation); and

         (v)      the Seller shall have delivered to the Issuer and the
                  Trustee an opinion of independent tax counsel as selected by
                  the Issuer and the Trustee which opinion is and in form and
                  substance reasonably satisfactory to the Issuer and the
                  Trustee and which may be based on a ruling from the Internal
                  Revenue Service, to the effect that, for federal income tax
                  purposes, such consolidation or merger will not result in a
                  material adverse federal income tax consequence to the
                  Seller, the Issuer, the Trustee or the holders of the
                  Outstanding Securitization Bonds.

The Seller shall not consummate any transaction referred to in clauses (a),
(b), (c), (d) or (e) above except upon execution of the above described
agreement of assumption and compliance with clauses (i), (ii), (iii), (iv)
and (v) above. When any Person acquires the properties and assets of the
Seller substantially as a whole and becomes the successor to the Seller in
accordance with the terms of this Section 5.02, then upon the satisfaction
of all of the other conditions of this Section 5.02, the Seller shall
automatically and without further notice be released from its obligations
hereunder.

                  SECTION 5.03 Limitation on Liability of the Seller and
Others. The Seller and any director, officer, employee or agent of the
Seller may rely in good faith on the advice of counsel or on any document
of any kind, prima facie properly executed and submitted by any Person,
respecting any matters arising hereunder. Subject to Section 4.08, the
Seller shall not be under any obligation to appear in, prosecute or defend
any legal action that is not incidental to its obligations under this
Agreement, and that in its opinion may involve it in any expense or
liability.

<PAGE>

                                  ARTICLE VI

                           Miscellaneous Provisions

                  SECTION 6.01 Amendment. (a) This Agreement may be amended
by the Seller and the Issuer, with the consent of the Trustee and the
satisfaction of the Rating Agency Condition. Promptly after the execution
of any such amendment or consent, the Issuer shall furnish written
notification of the substance of such amendment or consent to each of the
Rating Agencies.

                  (b) Prior to the execution of any amendment to this
Agreement, the Issuer and the Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement. The Issuer and the Trustee may,
but shall not be obligated to, enter into any such amendment which affects
their own rights, duties or immunities under this Agreement or otherwise.

                  SECTION 6.02 Notices. Unless otherwise specifically
provided herein, all notices, directions, consents and waivers required
under the terms and provisions of this Agreement shall be in English and 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:


         (a)      in the case of the Seller, at Consumers Energy Company, 212
                  W. Michigan Avenue, Jackson, Michigan 49201 Attention:
                  Thomas McNish, Corporate Secretary,

         (b)      in the case of the Issuer, at Consumers Funding LLC, 212 W.
                  Michigan Avenue, Suite M-1029, Jackson, Michigan 49201,
                  Attention: Managers,

         (c)      in the case of Moody's, at Moody's Investors Service, Inc.,
                  ABS Monitoring Department, 99 Church Street, New York, New
                  York 10007,

         (d)      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, and

         (e)      in the case of Fitch, at Fitch, Inc., 1 State Street Plaza,
                  New York, New York, Attention: ABS Surveillance,

         (f)      in the case the Trustee, at the address provided for notices
                  or communications to the Trustee in the Indenture;

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

                  SECTION 6.03 Assignment by Seller. Subject to Section
5.02, this Agreement may not be assigned by the Seller.
<PAGE>

                  SECTION 6.04 Assignment to Trustee. The Seller hereby
acknowledges and consents to any pledge, assignment and grant of a security
interest by the Issuer to the Trustee pursuant to the Indenture for the
benefit of the Securitization Bondholders of all right, title and interest
of the Issuer in, to and under the Transferred Securitization Property and
the proceeds thereof and the assignment of any or all of the Issuer's
rights hereunder to the Trustee.

                  SECTION 6.05 Limitations on Rights of Others. The
provisions of this Agreement are solely for the benefit of the Seller, the
Issuer and the Trustee, on behalf of itself and the Securitization
Bondholders, and nothing in this Agreement, whether express or implied,
shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Collateral or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein.

                  SECTION 6.06 Severability. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.

                  SECTION 6.07 Separate Counterparts. This Agreement may be
executed by the parties hereto in separate counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts
shall together constitute but one and the same instrument.

                  SECTION 6.08 Headings. The headings of the various
Articles and Sections herein are for convenience of reference only and
shall not define or limit any of the terms or provisions hereof.

                  SECTION 6.09 Governing Law. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.

                  SECTION 6.10 Nonpetition Covenant. Notwithstanding any
prior termination of this Agreement or the Indenture, the Seller 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 any amounts owed to third-party credit enhancers, and any amounts
owed under any hedge or swap agreement, acquiesce, petition or otherwise
invoke or cause the Issuer to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the
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 Issuer or any substantial
part of the property of the Issuer, or ordering the winding up or
liquidation of the affairs of the Issuer.

<PAGE>


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


                                 CONSUMERS FUNDING LLC,
                                     as Issuer


                                 By: /s/ Thomas A. McNish
                                    ---------------------------------------
                                     Name:     Thomas A. McNish
                                     Title:    Manager


                                 CONSUMERS ENERGY COMPANY,
                                     as Seller


                                 By: /s/ Thomas A. McNish
                                    ---------------------------------------
                                     Name:     Thomas A. McNish
                                     Title:    Vice President and Secretary



<PAGE>

                                   EXHIBIT A

                                 BILL OF SALE


                  For good and valuable consideration the receipt of which
is hereby acknowledged, CONSUMERS ENERGY COMPANY, a Michigan corporation
(the "Seller"), does hereby sell, assign, transfer and convey to CONSUMERS
FUNDING LLC, a Delaware limited liability company (the "Issuer"), without
recourse except as provided in the Sale Agreement referred to below, all of
the Seller's right, title and interest in, to and under all of the
Securitization Property (being the "Transferred Securitization Property"),
which sale, assignment, transfer and conveyance of the Transferred
Securitization Property shall include, as provided in the Customer Choice
Act, the sale, assignment, transfer and conveyance of all of the Seller's
right, title and interest in, to and under all revenues, collections,
payments, money and proceeds arising under or with respect to the
Securitization Charges related to the Transferred Securitization Property,
as the same may be adjusted from time to time in accordance with the
Customer Choice Act and the Financing Order, to have and to hold the same
unto the Issuer and to the successors and assigns of the Issuer, forever.

                  Capitalized terms used herein and not defined shall have
the meanings set forth in the Sale Agreement dated November 8, 2001 (the
"Sale Agreement") between the Issuer and the Seller.

                  This Bill of Sale shall be construed in accordance with
the laws of the State of Michigan, without reference to its conflict of law
provisions.

                  IN WITNESS WHEREOF, the Seller has duly executed and
delivered this Bill of Sale this 8th day of November, 2001.

                                 CONSUMERS ENERGY COMPANY,
                                 as Seller


                                 By:
                                    -----------------------------------------
                                 Name:
                                      ---------------------------------------
                                 Title:
                                       --------------------------------------


Accepted this 8th day of November, 2001.

CONSUMERS FUNDING LLC


By:
   --------------------------------------------------
Name:
     ------------------------------------------------
Title:
      -----------------------------------------------


<PAGE>


                                   EXHIBIT B

                              Opinion of Counsel



<PAGE>



                                   EXHIBIT C

                              Opinion of Counsel


<PAGE>



                                  APPENDIX A

                              MASTER DEFINITIONS

The definitions contained in this Appendix A are applicable to the singular
as well as the plural forms of such terms.

         Act has the meaning specified in Section 11.03(a) of the
         Indenture.

         Adjustment Date means (a) the first day of the first billing cycle
         of the Servicer in December of each year through December 2013 and
         (b) thereafter, as long as the Securitization Bonds are
         outstanding, the first day of the first billing cycle of the
         Servicer in March, June, September and December of each year,
         beginning with the billing cycle for December 2014.

         Adjustment Request means an application filed by the Servicer with
         the MPSC for a Securitization Charge Adjustment pursuant to
         Section 5 of the Issuer Annex.

         Administration Agreement means the Administration Agreement dated
         as of November 8, 2001, between Consumers, as administrator, and
         the Issuer, as the same may be amended or supplemented from time
         to time.

         Administrator means Consumers, as administrator under the
         Administration Agreement, and each successor to Consumers, in the
         same capacity, pursuant to Section 14 of the Administration
         Agreement.

         Affiliate means, with respect to any specified Person, any other
         Person controlling or controlled by or under common control with
         such specified Person. For the purposes of this definition,
         control when used with respect to any specified Person means the
         power to direct the management and policies of such Person,
         directly or indirectly, whether through the ownership of voting
         securities, by contract or otherwise; and the terms controlling
         and controlled have meanings correlative to the foregoing.

         Alternative Electric Suppliers means any third party, including
         any electric generation supplier, providing billing or metering
         services, licensed by the MPSC pursuant to relevant provisions of
         the Customer Choice Act, the MPSC Regulations and the Financing
         Order.

         Annual Accountant's Report has the meaning assigned to that term
         in Section 3.07 of the Servicing Agreement.

         Authorized Denominations means, with respect to any Series or
         Class of Securitization Bonds, $1,000 and integral multiples of
         $1.00 above that amount, provided, however, that one bond of each
         Class may have denomination of less than $1,000, or such other
         denominations as may be specified in the Series Supplement
         therefor.
<PAGE>

         Authorized Newspaper means the Luxemburger Wort or any other
         newspaper published in Luxembourg on a daily basis.

         Authorized Officer means, with respect to the Issuer, (a) any
         Manager and, (b) any person designated as an "Officer" under the
         Issuer LLC Agreement and authorized thereby to act on behalf of
         the Issuer.

         Basic Documents means the Formation Documents, the Sale Agreement,
         the Intercreditor Agreement, any Bills of Sale, the Servicing
         Agreement, the Administration Agreement, the Indenture, the
         Underwriting Agreement, the Securities Account Control Agreement
         and any Interest Rate Swap Agreement, as each may be amended or
         supplemented from time to time.

         Bill of Sale means any bill of sale issued by the Seller to the
         Issuer pursuant to the Sale Agreement evidencing the sale of
         Securitization Property by the Seller to the Issuer.

         Billing Month means the schedule for current month billings (each
         billing month includes 21 billing segments regardless of the
         number of days in the current calendar month). For uniformity of
         customer billings, each customer's meter is read every 27 to 33
         days and billed in one of the 21 monthly billing segments.

         Book-Entry Securitization Bonds means beneficial interests in the
         Securitization Bonds, ownership and transfers of which shall be
         made through book entries by a Clearing Agency as described in
         Section 2.11 of the Indenture.

         Business Day means any day other than a Saturday or Sunday or a
         day on which banking institutions in the City of Jackson,
         Michigan, or in the City of New York, New York or, with respect to
         any Securitization Bonds listed on the Luxembourg Stock Exchange,
         in Luxembourg, are required or authorized by law or executive
         order to remain closed.

         Calculation Date means the day which is a Business Day at least 45
         days before each Adjustment Date on which the Servicer files an
         Adjustment Request.

         Capital Reserve Subaccount has the meaning specified in Section
         8.02(a) of the Indenture.

         Capital Subaccount has the meaning specified in Section 8.02(a) of
         the Indenture.

         Class means, with respect to any Series, any one of the classes of
         Securitization Bonds of that Series, as specified in the Series
         Supplement for that Series.

         Class Subaccount has the meaning specified in Section 8.02(a) of
         the Indenture.
<PAGE>

         Clearing Agency means an organization registered as a "clearing
         agency" pursuant to Section 17A of the Exchange Act.

         Clearing Agency Participant means a broker, dealer, bank, other
         financial institution or other Person for whom from time to time a
         Clearing Agency effects book-entry transfers and pledges of
         securities deposited with the Clearing Agency.

         Code means the Internal Revenue Code of 1986, as amended from time
         to time, and the treasury regulations promulgated thereunder.

         Collateral has the meaning specified in the Granting Clause of the
         Indenture.

         Collection Account has the meaning specified in Section 8.02(a) of
         the Indenture.

         Collection Curve means, with respect to a Billing Month, the
         forecast prepared by the Servicer of the percentages of amounts
         billed in a Billing Month that are expected to be received during
         each of the Billing Months for which the Collection Curve
         Percentage will be applied to determine the amount of
         Securitization Charges collected.

         Collection Curve Percentage means the percentages of amounts
         billed in a particular Billing Month that are expected to be
         received during that month. The initial Collection Curve
         Percentages are:

               First Billing Month's Collection Curve Percentage:     40.08%
               Second Billing Month's Collection Curve Percentage:    45.09%
               Third Billing Month's Collection Curve Percentage:     10.58%

         provided that the Collection Curve Percentages will be updated by
         Consumers periodically while the Securitization Bonds are
         outstanding using similar methodology.

         Commission means the U.S. Securities and Exchange Commission, and
         any successor thereof.

         Consumers means Consumers Energy Company, a Michigan corporation.

         Corporate Trust Office means the principal office of the Trustee
         at which at any particular time its corporate trust business shall
         be administered, which office at date of the execution of this
         Indenture is located at 5 Penn Plaza-16th floor, New York, New
         York 10001-1803, Attention: Corporate Trust-Asset Backed
         Securities (ABS), or at such other address as the Trustee may
         designate from time to time by notice to the Securitization
         Bondholders and the Issuer, or the principal corporate trust
         office of any successor Trustee (the address of which the
         successor Trustee will notify the Securitization Bondholders and
         the Issuer in writing).
<PAGE>

         Covenant Defeasance Option has the meaning specified in Section\
         4.01(b) of the Indenture.

         Customers means all electric customers taking delivery of
         electricity from Consumers or its successor on its MPSC-approved
         rate schedules and special contracts.

         Customer Choice Act means the Customer Choice and Electricity
         Reliability Act as set forth in Michigan Public Acts 2000 PA 141
         and 2000 PA 142 and effective on June 5, 2000.

         Daily Remittance Date means, if the Servicer has not satisfied the
         conditions of Section 5.11(b) of the Servicing Agreement, each
         Business Day commencing on the second Business Day following the
         date on which the Servicer ceases to satisfy such conditions.

         Default means any occurrence that is, or with notice or the lapse
         of time or both would become, an Event of Default.

         Defeasance Subaccount has the meaning specified in Section 8.02(a) of
         the Indenture.

         Definitive Securitization Bonds has the meaning specified in
         Section 2.11 of the Indenture.

         Delaware UCC means the Uniform Commercial Code, as in effect in
         the State of Delaware, as amended from time to time.

         DTC Agreement means the agreement between the Issuer, the Trustee
         and The Depository Trust Company, as the initial Clearing Agency,
         dated on or about November 8, 2001, relating to the Securitization
         Bonds, as the same may be amended or supplemented from time to
         time.

         Eligible Guarantor Institution means a firm or other entity
         identified in Rule 17Ad-15 under the Exchange Act as "an eligible
         guarantor institution," including (as such terms are defined
         therein):

                  (a)      a bank;

                  (b)      a broker, dealer, municipal securities broker or
                           dealer or government securities broker or dealer;

                  (c)      a credit union;

                  (d)      a national securities exchange, registered
                           securities association or clearing agency; or

                  (e)      a savings association that is a participant in a
                           securities transfer association.


<PAGE>
         Eligible Institution means:

                  (a)      the corporate trust department of the Trustee,
                           so long as any of the securities of the Trustee
                           have a credit rating from each Rating Agency in
                           one of its generic rating categories which
                           signifies investment grade, or

                  (b)      a depositary institution organized under the laws
                           of the United States of America or any State (or
                           any domestic branch of a foreign bank), which

                           (i)      has either

                                    (A)     with respect to any Eligible
                                            Investment having a maturity of
                                            greater than one month, a
                                            long-term unsecured debt rating
                                            of "AA-" by Standard & Poor's
                                            and Fitch and "Aa3" by Moody's,
                                            or

                                    (B)     with respect to any Eligible
                                            Investment having a maturity
                                            one month or less, a
                                            certificate of deposit rating
                                            of "A-1+" by Standard & Poor's,
                                            "P-1" by Moody's and "F1+" by
                                            Fitch, or any other long-term,
                                            short-term or certificate
of\                                            deposit rating acceptable to
                                            the Rating Agencies, and

                           (ii)     whose deposits are insured by the FDIC.

         Eligible Investments mean book-entry securities, negotiable
         instruments or securities represented by instruments in bearer or
         registered form which evidence:

                  (a)      direct obligations of, and obligations fully and
                           unconditionally guaranteed as to timely payment by,
                           the United States of America;

                  (b)      demand deposits, time deposits or certificates of
                           deposit of any depository institution or trust
                           company (any depositary institution or trust
                           company being referred to in this definition as a
                           "financial institution") incorporated under the
                           laws of the United States of America or any State
                           thereof (or any domestic branch of a foreign bank)
                           and subject to supervision and examination by
                           Federal or State banking or depositary institution
                           authorities; provided, however, that at the time of
                           the investment or contractual commitment to invest
                           therein, the commercial paper or other short-term
                           unsecured debt obligations (other than such
                           obligations the rating of which is based on the
                           credit of a Person other than such depositary
                           institution or trust company) thereof shall have a
                           credit rating from each of the Rating Agencies in
                           the highest investment category granted thereby;

                  (c)      commercial paper or other short term obligations
                           of any corporation organized under the laws of
                           the United States of America (other than
                           Consumers) whose ratings, at the time of the
                           investment or contractual commitment to invest
                           therein, from each of the Rating Agencies are in
                           the highest investment category granted thereby;

                  (d)      investments in money market funds having a
                           rating from each of the Rating Agencies in the
                           highest investment category granted thereby
                           (including funds for which the Trustee or any of
                           its Affiliates act as investment manager or
                           advisor);

                  (e)      bankers' acceptances issued by any depositary
                           institution or trust company referred to in clause
                           (b) above;

                  (f)      repurchase obligations with respect to any
                           security that is a direct obligation of, or
                           fully guaranteed by, the United States of
                           America or any agency or instrumentality thereof
                           the obligations of which are backed by the full
                           faith and credit of the United States of
                           America, in either case entered into with a
                           depositary institution or trust company (acting
                           as principal) described in clause (b) above;
<PAGE>

                  (g)      repurchase obligations with respect to any security
                           or whole loan entered into with

                           (i)      a financial institution (acting as
                                    principal) described in clause (b) above,

                           (ii)     a broker/dealer (acting as principal)
                                    registered as a broker or dealer under
                                    Section 15 of the Exchange Act (any
                                    broker/dealer being referred to in this
                                    definition as a "broker/dealer"), the
                                    unsecured short-term debt obligations
                                    of which are rated P-1 by Moody's, A-
                                    1+ by Standard & Poor's and F1+ by
                                    Fitch at the time of entering into this
                                    repurchase obligation, or

                           (iii)    an unrated broker/dealer, acting as
                                    principal, that is a wholly- owned
                                    subsidiary of a non-bank or bank
                                    holding company the unsecured
                                    short-term debt obligations of which
                                    are rated P-1 by Moody's, A-1+ by
                                    Standard & Poor's and F1+ by Fitch at
                                    the time of purchase; or

                  (h)      any other investment permitted by each Rating Agency;

         provided, however, that, with respect to Moody's only, the obligor
         related to clauses (b), (c), (e), (f) and (g) above must have both a
         long term rating of at least A1 and a short term rating of at least
         P-1, and provided further, that, unless otherwise permitted by each
         Rating Agency, upon the failure of any Eligible Institution to
         maintain any applicable rating set forth in this definition or the
         definition of Eligible Institution, the related investments at such
         institution shall be reinvested in Eligible Investments at a
         successor Eligible Institution within 10 days, and provided, further,
         that, any Eligible Investment must not:

                  (a)      be sold, liquidated or otherwise disposed of at a
                           loss, prior to the maturity thereof, or

                  (b)      mature later than (i) the date on which the
                           proceeds of such Eligible Investment will be
                           required to be on deposit in the Collection Account
                           in order for the Trustee to make all required and
                           scheduled payments and deposits into Subaccounts
                           under the Indenture, if such Eligible Investment is
                           held by an Affiliate of the Trustee, or (ii) the
                           Business Day prior to the date on which the
                           proceeds of such Eligible Investment will be
                           required to be on deposit in the Collection Account
                           in order for the Trustee to make all required and
                           scheduled payments and deposits into Subaccounts
                           under the Indenture, if such Eligible Investment is
                           not held by an Affiliate of the Trustee; provided,
                           however that with respect to the period prior to
                           the first Payment Date any Eligible Investment must
                           not have a maturity of greater than six months.
<PAGE>

         Eligible Securities Account means either:

                  (a)      a segregated trust account with an Eligible
                           Institution or

                  (b)      a segregated trust account with the corporate
                           trust department of a depositary institution
                           organized under the laws of the United States of
                           America or any State (or any domestic branch of
                           a foreign bank), having corporate trust powers
                           and acting as trustee for funds deposited in
                           such account, so long as any of the securities
                           of such depositary institution shall have a
                           credit rating from each Rating Agency in one of
                           its generic rating categories which signifies
                           investment grade.

         Event of Default has the meaning specified in Section 5.01 of the
         Indenture.

         Exchange Act means the Securities Exchange Act of 1934, as
         amended.

         Expected Amortization Schedule means, with respect to each Series
         or, if applicable, each Class of Securitization Bonds, the
         expected amortization schedule for principal thereof, as specified
         in the Series Supplement therefor.

         Expected Final Payment Date means, with respect to each Series or, if
         applicable, each Class of Securitization Bonds, the date when all
         interest and principal is scheduled to be paid with respect to that
         Series or Class in accordance with the Expected Amortization
         Schedule, as specified in the Series Supplement therefor.

         Filing Office means the Office of the of the Secretary of State of
         the State of Michigan or the Office of the Secretary of State of
         the State of Delaware, as applicable.

         Final Maturity Date means, for each Series or, if applicable, each
         Class of Securitization Bonds, the date by which all principal of
         and interest on such Series or Class of Securitization Bonds is
         required to be paid, as specified in the Series Supplement
         therefor.

         Financing Issuance means an issuance of a new Series of
         Securitization Bonds under the Indenture to provide funds to
         finance the purchase by the Issuer of Securitization Property.

         Financing Order means the Opinion and Order issued on October 24,
         2000 and the Order Granting Rehearing issued on January 12, 2001
         by the MPSC (MPSC Docket Number U- 12505) with respect to
         Consumers.

<PAGE>
         Fitch means Fitch, Inc., or its successor.

         Formation Documents means, collectively, the Issuer LLC Agreement,
         the Issuer Certificate of Formation and any other document
         pursuant to which the Issuer is formed or governed, as each may be
         amended or supplemented from time to time.

         General Subaccount has the meaning specified in Section 8.02(a) of
         the Indenture.

         Grant means mortgage, pledge, bargain, sell, warrant, alienate,
         remise, release, convey, assign, transfer, create, and grant a
         lien upon and a security interest in and right of set-off against,
         deposit, set over and confirm. A Grant of the Collateral or of any
         other agreement or instrument shall include all rights, powers and
         options (but none of the obligations) of the Granting party
         thereunder, including the immediate and continuing right to claim
         for, collect, receive and give receipt for principal, interest and
         other payments in respect of the Collateral and all other moneys
         payable thereunder, to give and receive notices and other
         communications, to make waivers or other agreements, to exercise
         all rights and options, to bring Proceedings in the name of the
         Granting party or otherwise and generally to do and receive
         anything that the Granting party is or may be entitled to do or
         receive thereunder or with respect thereto.

         Holder or Securitization Bondholder means the Person in whose name
         a Securitization Bond of any Series or Class is registered in the
         Securitization Bond Register.

         Indemnified Person has the meaning specified in Section 5.02 of
         the Servicing Agreement.

         Indemnity Amount means the amount of any indemnification
         obligation payable under the Basic Documents.

         Indenture means the Indenture dated as of November 8, 2001,
         between the Issuer and the Trustee, as the same may be amended and
         supplemented from time to time by one or more Supplemental
         Indentures, and shall include each Series Supplement and the forms
         and terms of the Securitization Bonds established thereunder.

         Independent means, when used with respect to any specified Person,
         that the Person

                  (a)      is in fact independent of the Issuer, any other
                           obligor upon the Securitization Bonds, Consumers,
                           the Servicer (if different from Consumers) and any
                           Affiliate of any of the foregoing Persons,

                  (b)      does not have any direct financial interest or
                           any material indirect financial interest in the
                           Issuer, any such other obligor, Consumers or any
                           Affiliate of any of the foregoing Persons, and
<PAGE>

                  (c)      is not connected with the Issuer, any such other
                           obligor, Consumers or any Affiliate of any of
                           the foregoing Persons as an officer, employee,
                           promoter, underwriter, trustee, partner,
                           director or person performing similar functions.

         Independent Certificate means a certificate or opinion to be
         delivered to the Trustee under the circumstances described in, and
         otherwise complying with, the applicable requirements of Section
         11.01 of the Indenture, made by an Independent appraiser or other
         expert appointed by an Issuer Order and approved by the Trustee in
         the exercise of reasonable care, and such opinion or certificate
         shall state that the signer has read the definition of
         "Independent" in this Appendix A and that the signer is
         Independent within the meaning thereof.

         Independent Manager has the meaning set forth in the Issuer LLC
         Agreement.

         Initial Purchase Price has the meaning set forth in Section
         2.01(a) of the Sale Agreement.

         Initial Transfer Date means the Series Issuance Date for the first
         Series of Securitization Bonds.

         Initial Transferred Securitization Property means the
         Securitization Property sold, assigned and/or transferred by the
         Seller to the Issuer as of the Initial Transfer Date pursuant to
         the Sale Agreement and the Bill of Sale delivered on or prior to
         the Initial Transfer Date as identified in such Bill of Sale.

         Insolvency Event means, with respect to a specified Person,

                  (a)      the filing of a decree or order for relief by a
                           court having jurisdiction in the premises in
                           respect of such Person or any substantial part of
                           its property in an involuntary case under any
                           applicable Federal or State bankruptcy, insolvency
                           or other similar law now or hereafter in effect, or
                           appointing a receiver, liquidator, assignee,
                           custodian, trustee, sequestrator or similar
                           official for such Person or for any substantial
                           part of its property, or ordering the winding-up or
                           liquidation of such Person's affairs, and such
                           decree or order shall remain unstayed and in effect
                           for a period of 90 consecutive days or

                  (b)      the commencement by such Person of a voluntary case
                           under any applicable Federal or State bankruptcy,
                           insolvency or other similar law now or hereafter in
                           effect, or the consent by such Person to the entry
                           of an order for relief in an involuntary case under
                           any such law, or the consent by such Person to the
                           appointment of or taking possession by a receiver,
                           liquidator, assignee, custodian, trustee,
                           sequestrator or similar official for such Person or
                           for any substantial part of its property, or the
                           making by such Person of any general assignment for
                           the benefit of creditors, or the failure by such
                           Person generally to pay its debts as such debts
                           become due, or the taking of action by such Person
                           in furtherance of any of the foregoing.

<PAGE>
         Intercreditor Agreement means: (i) the Intercreditor Agreement
         dated as of November 8, 2001 (the "Initial Intercreditor
         Agreement"), among Consumers, the Trustee, the Issuer, Canadian
         Imperial Bank of Commerce and Asset Securitization Cooperative
         Corporation, as amended and supplemented from time to time; or
         (ii) any subsequent intercreditor agreement entered into by the
         Trustee pursuant to Section 18(b) of the Initial Intercreditor
         Agreement.

         Interest means, for any Payment Date for any Series or Class of
         Securitization Bonds, the sum, without duplication, of:

                  (a)      an amount equal to the amount of interest
                           accrued at the applicable Interest Rate from the
                           prior Payment Date with respect to that Series
                           or Class;

                  (b)      any unpaid interest, plus any interest accrued on
                           this unpaid interest at the applicable Interest
                           Rate, to the extent permitted by applicable law;

                  (c)      if the Securitization Bonds have been declared due
                           and payable, all accrued and unpaid interest
                           thereon; and

                  (d)      with respect to a Series or Class to be redeemed
                           prior to the next Payment Date, the amount of
                           interest that will be payable as interest on
                           such Series or Class upon such redemption.

         Interest Rate means, with respect to each Series or Class of
         Securitization Bonds, the rate at which interest accrues on the
         principal balance of Securitization Bonds of such Series or Class,
         as specified in the Series Supplement therefor.

         Interest Rate Swap Agreement means any interest rate swap
         agreement entered into by the Issuer with respect to any Series or
         Class of Securitization Bonds, including, without limitation, the
         ISDA Master Agreement and the related Schedule and Confirmation
         between the Issuer and a Swap Counterparty, as same may be amended
         or supplemented from time to time.

         Issuer means Consumers Funding LLC, a Delaware limited liability
         company, or its successor under the Indenture or the party named
         as such in the Indenture until a successor replaces it and,
         thereafter, means the successor.

         Issuer Annex means Annex 1 of the Servicing Agreement.

         Issuer Certificate of Formation means the Amended and Restated
         Certificate of Formation of the Issuer which was filed with the
         Delaware Secretary of State's Office on November 6, 2001, as the
         same may be amended or supplemented from time to time.

<PAGE>
         Issuer LLC Agreement means the Amended and Restated Limited
         Liability Company Agreement between the Issuer and Consumers, as
         sole Member, dated as of November 8, 2001, as the same may be
         amended or supplemented from time to time.

         Issuer Officer's Certificate means a certificate signed by any
         Authorized Officer of the Issuer, under the circumstances
         described in, and otherwise complying with, the applicable
         requirements of Section 11.01 of the Indenture, and delivered to
         the Trustee. Unless otherwise specified, any reference in the
         Indenture to an Officer's Certificate shall be to an Officer's
         Certificate of any Authorized Officer of the Issuer.

         Issuer Opinion of Counsel means one or more written opinions of
         counsel who may, except as otherwise expressly provided in the
         Indenture, be employees of or counsel to the Issuer or the Seller
         and who shall be reasonably satisfactory to the Trustee, and which
         opinion or opinions shall be addressed to the Trustee, and shall
         be in a form reasonably satisfactory to the Trustee.

         Issuer Order or Issuer Request means a written order or request,
         respectively, signed in the name of the Issuer by any one of its
         Authorized Officers and delivered to the Trustee.

         Legal Defeasance Option has the meaning specified in Section
         4.01(b) of the Indenture.

         Lien means a security interest, lien, charge, pledge, equity or
         encumbrance of any kind.

         Losses means collectively, any and all liabilities, obligations,
         losses, damages, payments, costs or expenses of any kind
         whatsoever.

         Manager has the meaning set forth in the Issuer LLC Agreement.

         Member means Consumers, as the sole member of the Issuer, in its
         capacity as such member under the Issuer LLC Agreement.

         Michigan UCC means the Uniform Commercial Code, as in effect in
         the State of Michigan, as amended from time to time.

         Monthly Remittance Date means the 19th day of each calendar month
         (or if such day is not a Business Day, the preceding Business
         Day).

         Monthly Servicing Fee means the fee payable to the Servicer on a
         monthly basis for services rendered, in accordance with Section
         5.07 of the Servicing Agreement.

         Moody's means Moody's Investors Service, Inc., or its successor.

         MPSC means the Michigan Public Service Commission or its
         successor.
<PAGE>

         MPSC Regulations means any regulations, orders, guidelines or
         directives promulgated, issued or adopted by the MPSC, as in
         effect from time to time.

         Officers' Certificate means, with respect to a corporation, a
         certificate signed by the chairman of the board, the president,
         the vice chairman of the board, any executive vice president, any
         vice president, the treasurer or the secretary of such company,
         and with respect to a limited liability company, any Manager.

         Operating Expenses means, with respect to the Issuer, all fees,
         costs, expenses and indemnity payments owed by the Issuer,
         including, without limitation, all amounts owed by the Issuer to
         the Trustee, the Monthly Servicing Fee, the fees and expenses
         payable by the Issuer to the Administrator under the
         Administration Agreement, the fees and expenses payable by the
         Issuer to the Independent Managers and Special Members of the
         Issuer, fees of the Rating Agencies, legal fees and expenses of
         the Servicer pursuant to Section 3.10 of the Servicing Agreement,
         legal and accounting fees, costs and expenses of the Issuer and
         legal, accounting or other fees, costs and expenses of the Seller
         (including, without limitation, any costs and expenses incurred by
         the Seller pursuant to Section 4.09 of the Sale Agreement) under
         or in connection with the Basic Documents or the Financing Order.

         Opinion of Counsel means one or more written opinions of counsel who
         may be an employee of or counsel to Consumers, the Issuer or any
         other Person (as the context may require), which counsel shall be
         reasonably acceptable to the Trustee, the Issuer or the Rating
         Agencies, as applicable, and which shall be in form reasonably
         satisfactory to the Trustee, if applicable.

         Outstanding with respect to Securitization Bonds means, as of the
         date of determination, all Securitization Bonds theretofore
         authenticated and delivered under the Indenture except:

                  (a)      Securitization Bonds theretofore canceled by the
                           Securitization Bond Registrar or delivered to the
                           Securitization Bond Registrar for cancellation;

                  (b)      Securitization Bonds or portions thereof the
                           payment for which money in the necessary amount
                           has been theretofore deposited with the Trustee
                           or any Paying Agent in trust for the Holders of
                           such Securitization Bonds; provided, however,
                           that if such Securitization Bonds are to be
                           redeemed, notice of such redemption has been
                           duly given pursuant to the Indenture or
                           provision therefor, satisfactory to the Trustee,
                           made; and

                  (c)      Securitization Bonds in exchange for or in lieu
                           of other Securitization Bonds which have been
                           authenticated and delivered pursuant to the
                           Indenture unless proof satisfactory to the
                           Trustee is presented that any such
                           Securitization Bonds are held by a protected
                           purchaser;
<PAGE>

         provided that in determining whether the Holders of the requisite
         Outstanding Amount of the Securitization Bonds or any Series or
         Class thereof have given any request, demand, authorization,
         direction, notice, consent or waiver hereunder or under any Basic
         Document, Securitization Bonds owned by the Issuer, any other
         obligor upon the Securitization Bonds, Consumers or any Affiliate
         of any of the foregoing Persons shall be disregarded and deemed
         not to be Outstanding, except that, in determining whether the
         Trustee shall be protected in relying upon any such request,
         demand, authorization, direction, notice, consent or waiver, only
         Securitization Bonds that the Trustee knows to be so owned shall
         be so disregarded. Securitization Bonds so owned that have been
         pledged in good faith may be regarded as Outstanding if the
         pledgee establishes to the satisfaction of the Trustee the
         pledgee's right so to act with respect to such Securitization
         Bonds and that the pledgee is not the Issuer, any other obligor
         upon the Securitization Bonds, Consumers or any Affiliate of any
         of the foregoing Persons.

         Outstanding Amount means the aggregate principal amount of all
         Outstanding Securitization Bonds or, if the context requires, all
         Outstanding Securitization Bonds of a Series or Class Outstanding
         at the date of determination.

         Overcollateralization means, with respect to any Payment Date, an
         amount that, if deposited to the Overcollateralization Subaccount,
         would cause the balance in such subaccount to equal the Scheduled
         Overcollateralization Level for such Payment Date, without regard to
         investment earnings.

         Overcollateralization Amount means, with respect to any Series of
         Securitization Bonds, the amount specified as such in the Series
         Supplement therefor.

         Overcollateralization Subaccount has the meaning specified in
         Section 8.02(a) of the Indenture.

         Paying Agent means the Trustee or any other Person, including any
         Person appointed pursuant to Section 3.02(b) of the Indenture,
         that meets the eligibility standards for the Trustee specified in
         Section 6.11 of the Indenture and is authorized by the Issuer to
         make the payments of principal of or premium, if any, or interest
         on the Securitization Bonds on behalf of the Issuer.

         Payment Date means, with respect to each Series or Class of
         Securitization Bonds, each date or dates respectively specified as
         Payment Dates for such Series or Class in the Series Supplement
         therefor.

         Person means any individual, corporation, estate, partnership,
         joint venture, association, joint stock company, trust (including
         any beneficiary thereof), business trust, limited liability
         company, unincorporated organization or government or any agency
         or political subdivision thereof.
<PAGE>

         Predecessor Securitization Bond means, with respect to any
         particular Securitization Bond, every previous Securitization Bond
         evidencing all or a portion of the same debt as that evidenced by
         such particular Securitization Bond; and, for the purpose of this
         definition, any Securitization Bond authenticated and delivered
         under Section 2.06 of the Indenture in lieu of a mutilated, lost,
         destroyed or stolen Securitization Bond shall be deemed to
         evidence the same debt as the mutilated, lost, destroyed or stolen
         Securitization Bond.

         Principal means, with respect to any Payment Date and each Series
         or Class of Securitization Bonds:

                  (a)      the amount of principal scheduled to be paid on
                           such Payment Date in accordance with the Expected
                           Amortization Schedule;

                  (b)      the amount of principal due on the Final Maturity
                           Date of any Series or Class if such Payment Date is
                           the Final Maturity Date;

                  (c)      the amount of principal due as a result of the
                           occurrence and continuance of an Event of Default
                           and acceleration of the Securitization Bonds;

                  (d)      the amount of principal and premium, if any, due as
                           a result of a redemption of Securitization Bonds on
                           such Payment Date; and

                  (e)      any overdue payments of principal.

         Pro Rata has the meaning set forth in Section 8.02(l) of the
         Indenture.

         Proceeding means any suit in equity, action at law or other
         judicial or administrative proceeding.

         Projected Securitization Bond Balance means, as of any date, the
         sum of the amounts provided for in the Expected Amortization
         Schedules for each Outstanding Series of Securitization Bonds as
         of such date.

         Rating Agency means, as of any date, any rating agency rating the
         Securitization Bonds of any Class or Series at the time of
         issuance thereof at the request of the Issuer. If no such
         organization or successor is any longer in existence, "Rating
         Agency" shall be a nationally recognized statistical rating
         organization or other comparable Person designated by the Issuer,
         notice of which designation shall be given to the Trustee, the
         Member and the Servicer.

         Rating Agency Condition means, with respect to any action, the
         notification by the Trustee to each Rating Agency of such action
         and the notification from each of Fitch and S&P to the Trustee and
         the Issuer that such action will not result in a reduction or
         withdrawal of the then current rating by such Rating Agency of any
         Outstanding Series or Class of Securitization Bonds.
<PAGE>

         Record Date has the meaning set forth in each Supplemental
         Indenture.

         Redemption Date means, with respect to each Series or Class of
         Securitization Bonds, the date for the redemption of the
         Securitization Bonds of such Series or Class pursuant to Sections
         10.01 or 10.02 of the Indenture or the Series Supplement for such
         Series or Class, which in each case shall be a Payment Date.

         Redemption Price has the meaning set forth in Section 10.01 of the
         Indenture.

         Refunding Issuance means an issuance of a new Series of
         Securitization Bonds under the Indenture to pay the cost of
         refunding, through redemption or payment on the Expected Final
         Payment Date for a Series or Class of Securitization Bonds, all or
         part of the Securitization Bonds of such Series or Class to the
         extent permitted by the terms thereof.

         Released Parties has the meaning specified in Section 5.02(e) of
         the Servicing Agreement.

         Remittance Date means a Daily Remittance Date or a Monthly
         Remittance Date, as applicable.

         Required Capital Amount means with respect to any Series, the
         amount required to be deposited in the Capital Subaccount on the
         Series Issuance Date of such Series, as specified in the related
         Series Supplement.

         Reserve Subaccount has the meaning specified in Section 8.02(a) of
         the Indenture.

         Responsible Officer means, with respect to the Trustee, any
         officer assigned to the Corporate Trust Division (or any successor
         thereto), including any vice president, assistant vice president,
         trust officer, secretary, assistant secretary, or any other
         officer of the Trustee customarily performing functions similar to
         those performed by any of the above designated officers, in each
         case having direct responsibility for the administration of the
         Indenture.

         Retiring Trustee has the meaning specified in Section 6.08(b) of
         the Indenture.

         Sale Agreement means the Sale Agreement dated November 8, 2001
         between the Seller and the Issuer, as the same may be amended or
         supplemented from time to time.

         Scheduled Overcollateralization Level means, with respect to each
         Series and any Payment Date, the amount with respect to such
         Series set forth as such in Schedule B of the Series Supplement.

         Secured Obligations has the meaning set forth in the Granting
         Clause of the Indenture.
<PAGE>

         Securities Account Control Agreement means the securities account
         control agreement dated as of November 8, 2001, by and between
         Consumers Funding LLC, as debtor, the Trustee as the secured party
         and The Bank of New York, in its capacity as securities
         intermediary thereunder.

         Securitization Bond means any of the Securitization Bonds (as
         defined in the Customer Choice Act) issued by the Issuer pursuant
         to the Indenture.

         Securitization Bond Balance means, as of any date, the aggregate
         Outstanding Amount of all Series of Securitization Bonds on such
         date.

         Securitization Bond Register has the meaning specified in Section
         2.05(a) of the Indenture.

         Securitization Bond Registrar has the meaning specified in Section
         2.05(a) of the Indenture.

         Securitization Charge means the nonbypassable amounts to be
         charged for the use or availability of electric services (but does
         not include tax charges authorized by the Financing Order),
         approved by the MPSC under the Financing Order, to fully recover
         qualified costs, to be collected by Consumers, its successors,
         assignees or other collection agents, as provided for in the
         Financing Order.

         Securitization Charge Adjustment means each adjustment to the
         Securitization Charge related to the Transferred Securitization
         Property made in accordance with Section 4.01 of the Servicing
         Agreement, the Issuer Annex and the Financing Order.

         Securitization Charge Rate means the amount of the surcharge
         applied to all kilowatt- hours (KWh) billed to determine the
         amount of the Securitization Charges.

         Securitization Charge Collections means amounts received by the
         Servicer in respect of the Securitization Charge as determined by
         the Servicer in accordance with the allocation methodology set
         forth in Annex 2 to the Servicing Agreement.

         Securitization Property has the meaning assigned to that term in
         the Customer Choice Act and as approved with respect to Consumers
         in the Financing Order.

         Securitization Property Documentation means all documents relating
         to the Transferred Securitization Property, including copies of
         the Financing Order and all documents filed with the MPSC in
         connection with any Securitization Charge Adjustment.

         Securitization Ratio means for an entire Billing Month the total
         Securitization Charges billed by the Servicer for each rate class
         divided by the total charges billed by Consumers and the Servicer
         for each rate class to customers for such Billing Month. Customers
         for this purpose refers to Consumers' electric and combination
         electric and gas customers (and not gas only customers).

         Seller means Consumers, in its capacity as seller of the
         Securitization Property to the Issuer pursuant to the Sale
         Agreement.

<PAGE>
         Series means any series of Securitization Bonds issued by the
         Issuer and authenticated by the Trustee pursuant to the Indenture,
         as specified in the Series Supplement therefor.

         Series Capital Subaccount has the meaning specified in Section
         8.02(a) of the Indenture.

         Series Issuance Date means, with respect to any Series, the date
         on which the Securitization Bonds of such Series are to be
         originally issued in accordance with Section 2.10 of the Indenture
         and the Series Supplement for such Series.

         Series Overcollateralization Subaccount has the meaning specified
         in Section 8.02(a) of the Indenture.

         Series Subaccount has the meaning specified in Section 8.02(a) of
         the Indenture.

         Series Supplement means an indenture supplemental to the Indenture
         that authorizes a particular Series of Securitization Bonds, as
         the same may be amended or supplemented from time to time.

         Servicer means Consumers, as the servicer of the Securitization
         Property, and each successor to Consumers (in the same capacity)
         pursuant to Section 5.03, 5.04 or 6.04 of the Servicing Agreement.

         Servicer Default means an event specified in Section 6.01 of the
         Servicing Agreement.

         Servicing Agreement means the Servicing Agreement dated as of
         November 8, 2001 between the Issuer and the Servicer, as the same
         may be amended and supplemented from time to time.

         Special Member has the meaning set forth in the Issuer LLC
         Agreement.

         Standard & Poor's, or S&P, means Standard & Poor's Ratings Group,
         a division of The McGraw-Hill Companies, or its successor.

         State means any one of the 50 states of the United States of
         America or the District of Columbia.

         Subaccount means any of the subaccounts of the Collection Account
         specified in Section 8.02 of the Indenture.

         Subsequent Sale means the sale of additional Securitization
         Property by the Seller to the Issuer after the Initial Transfer
         Date, subject to the satisfaction of the conditions specified in
         the Sale Agreement and the Indenture.

         Subsequent Transfer Date means the date that a sale of Subsequent
         Transferred Securitization Property will be effective, as
         specified in a written notice provided by the Seller to the Issuer
         pursuant to the Sale Agreement.

<PAGE>
         Subsequent Transferred Securitization Property means
         Securitization Property sold by the Seller to the Issuer as of a
         Subsequent Transfer Date pursuant to the Sale Agreement and the
         Bill of Sale delivered on or prior to the Subsequent Transfer Date
         as identified in such Bill of Sale.

         Successor Servicer has the meaning specified in Section 3.19(i) of
         the Indenture.

         Supplemental Indenture means a supplemental indenture entered into
         by the Issuer and the Trustee pursuant to Article IX of the
         Indenture.

         Swap Counterparty means, with respect to any Interest Rate Swap
         Agreement, the swap counterparty under that Interest Rate Swap
         Agreement.

         Termination Notice has the meaning specified in Section 6.01(d) of
         the Servicing Agreement.

         Transfer Date means the Initial Transfer Date or any Subsequent
         Transfer Date, as applicable.

         Transferred Securitization Property means Securitization Property
         which has been sold, assigned and/or transferred to the Issuer
         pursuant to the Sale Agreement and the Bill of Sale.

         Trust Indenture Act or TIA means the Trust Indenture Act of 1939,
         as in force on the date hereof, unless otherwise specifically
         provided.

         Trustee means The Bank of New York, a New York banking
         corporation, or its successor, as trustee under the Indenture, or
         any successor Trustee under the Indenture.

         UCC means the Uniform Commercial Code, as in effect in the
         relevant jurisdiction, as amended from time to time.

         Underwriting Agreement means the Underwriting Agreement dated as
         of October 31, 2001 among the Seller, the Issuer and Morgan
         Stanley & Co. Incorporated, on behalf of itself and as the
         representative of the several underwriters named therein.

         U.S. Government Obligations means direct obligations (or
         certificates representing an ownership interest in such
         obligations) of the United States of America (including any agency
         or instrumentality thereof) for the payment of which the full
         faith and credit of the United States of America is pledged and
         which are not callable at the issuer's option.