As you all know we are webcast today. And I want to thank everybody for coming. A lot of familiar faces. We appreciate your interest in the company, and we thank you for your participation today. First thing I would like to do is just introduce a few people so you can get to know a few of the folks from the company that are here both presenting and not presenting. So not in the middle of our presentations, but certainly after that you will get a chance to catch them and ask them some questions. First of all I will show you – oops, I won’t do that just yet, but I want to introduce Dave Joos, who will be leading the event today. Dave of course is our CEO. And then right over near Dave is John Russell, who is the President and Chief Operating Officer of Consumers, who will be talking with you today. In addition, Bill Garrity, who is Senior Vice President for both electric and gas supply, and I know you have a lot of good questions for because I've heard about some of those already Bill. So just to goose them up for you. Maureen Trumble, who is our Smart Grid director, and I know that is an interesting subject to many of you, she will be speaking today. And also with us in the back here is Dan Malone, who is the vice president for customer and energy operations, important fellow to us. Laura Mountcastle, who may still be – there she is right in the back. Great, everybody knows Laura, vice president, investor relations and treasurer for the company. Phil McAndrews, is outside, but Phil is director for investor relations, and then of course we have Glenn Barba, back here in the…

Thank you Tom, and let me add my welcome to all of you here in the room and also those listening on the web cast. We had another good year at the company. I'm just going to give you a very quick overview of our ongoing strategy, as you know it has become fairly simple. John will get into more details, because frankly he's going to talk about the utility and frankly the utility is 95% plus of our strategy. We are not going to spend a lot of time talking about enterprises, but certainly if you have any questions I would be happy to answer those at the end. Our strategy has been for some time operating utility assets, in which we have significant investment as you know in a safe and excellent way. And we think optimizing those assets is the way in which utilities can perform year in and year out. We have had a strategy to focus our investments on the utility each year. We update these numbers, and they get a little bit bigger this year. The next five-year window looks like about $7 billion of investment, and that has gotten about $1 billion bigger than last year, because we are starting to see the front-end now in our five-year projection of the coal plant investment. Fair and timely regulatory recovery is critical to the strategy that we're talking about, and that is why we focused on improving the regulatory structure in Michigan a year and a half ago. We are now into the operation of the new energy law that was passed in Michigan and allows for forward-looking test here, self implementation rates and in fact also decoupling, which we now have on the electric side in the business, and expect to have shortly…

Good morning everyone. What I would like to do is go through the utility update with you. This is our going forward strategy. This is a strategy I think you are familiar with. It is something that we have had for several years now. It is clear. It is consistent. When you look at the strategy, it is built on the foundation, which is safe and excellent operations. Everything we do with this strategy is based on that. And if we perform that well we are able to make the utility investments that you see, which provide value to our customers, and ultimately provide value for the regulators, which enable us to continue to make the investments and achieve the overall consistent financial performance Dave talked about. What I would like to do today between me and the others here is that we will go through each of these sections with you to show you how we're performing. To begin with, let me show you what some of the highlights that have occurred over the past year. Operational improvement, I will show you some graphs in a minute to show we are making good operational improvement. We established targets back in 2006 what I called breakthrough goals between 2006 for us to achieve outstanding performance in 2012. Now I will give you an update on those in just a few minutes. We just completed a restructuring of the Consumers Energy of the utility. We have reduced our workforce by about 5% and that was completed at the end of last week. The economy continues to be a challenge. The weather, Dave Joos used to refer to this as the summerless summer, which I think is exactly what happened in Michigan. We didn't have much of a summer. So we're challenged…

Thanks John, and good morning. The balanced energy initiative was developed in 2007 as our comprehensive long-term energy resource plan. It has been designed as both a balanced and diverse plan, as well as to meet the Michigan standards for renewable energy and energy efficiency. Two thirds of our new resource plan comes from new renewables, energy efficiency and demand management programs. The other third comes from the Zeeland natural gas facility that we added to our operating portfolio in 2008, and our new clean coal plant. I will be providing some status on our renewables and energy efficiency programs that were approved by the MTSC last year, as well as an update on the new coal plant. Maureen will be providing some perspective on our demand management programs next. Maintaining a portfolio, and diversity of fuel supply are probably the most key principles of the BEI. As illustrated in the upper left pie chart, our current portfolio is well balanced, and consists of about one third coal capacity, one third natural gas capacity, and the remaining third spread out over nuclear, oil, pump storage purchases, and existing renewables on our system. Our portfolio is less dependent on coal than the Midwest ISO depicted in the upper right pie chart, which is the market we operate in. We intend to maintain a well-balanced portfolio in the future as exhibited in the lower pie chart. As that chart shows, including our new coal plant, retirement of a number of our oldest coal facilities, expansion of renewables, and the demand side management programs I mentioned by 2018 the portfolio will be about one quarter coal, one quarter natural gas, one quarter other existing generation facility, and one quarter renewables and demand side. Overall, we believe this represents an effective risk management strategy…

Good morning everyone. As Bill said, I would like to give an update on our Smart Grid program starting with an explanation of the three major components of the Smart Grid program. The diagram shows on the left side is the enhancements and improvements to our SAP enterprise system another core business system that will be required to support the Smart Grid. The middle component the network shows the two-way communication stream that connects the customer to the company, and on the right-hand side is the home area network, and it shows the 1.8 million electric meters that we will be replacing as well as the communication module that we will be installing on 1.7 gas customer meters. 80%, as you can see here of the total cost of implementing Smart Grid is in the middle and the right side of the diagram. So one of the things that we feel very, very clear in this is it is important to make sure that we are thoroughly assessing and piloting and testing the equipment to make sure we are making the right choices before we begin mass deployment. Smart Grid is a customer oriented investment. We estimate the total investment at Consumers Energy to be $920 million. It enables operational efficiencies for the company and for our customers. Some of those include reduced field trips. We are able to do certain functions remotely. It also gives us the capability to improve service reliability. Bill talked about the balanced energy initiative, the Smart Grid program contributes significantly to the balanced energy initiative in meeting our customers’ capacity requirement going forward. It enables our direct load management program or dynamic pricing program. Both programs together allow our customers to make better energy decisions, and control their energy cost, and make better decisions…

Thank you Maureen. I hope you'll find that it is beneficial to have these professional experts come and chat with you, and then to have the finance guy to get up. I've got about 878 slides to take you through in great detail, about how everything is going, maybe not that many, but if you need to, take a stretch its okay, but just your fingers on your pen that's all. Okay. I won't be much longer before we get into the most interesting part and that is to take some of your questions which we do look forward to, but here let me just give you a quick piece. This is the 2009 report card, and then I'll show you little bit about '10 and then the more distant future where we're going. We're pretty pleased that in a tough year, where the economy wasn’t really our friend, and as John mentioned and quoted Dave, I think on, the weather wasn't exactly there for the summer either. It was a pretty big challenge, but we beat and exceeded all our report card goals except one, and we're going to watch that one carefully as we go into the future and I think Dave chatted just a little bit about that. Here is some other accomplishments that aren't directly shown on that chart as they include the further cost reductions, and you could say if you're already feel you're pretty lean, why would you be doing more, and I think John described it nicely and his team gets a huge amount of credit for going out there and keeping us down to the size of where the customers are and what they really need from us, and that's never a fun thing to go through reduction programs like that, but…

If anyone needs to stand and stretch, feel free to do so. Let me just start with Greg [ph], and by the way I want to thank the team for doing. I think it was nice job walking through a lot of detail on some of these issues and I'll try to be sort of the MC and spread the questions to whoever it is most appropriate. Yes, Greg?

Thank you. I have two financial questions. First is on Tom’s slide 7, obviously, I'm presuming you've made us an assumption about the share count, and I'm not going to ask you what that is. I can assume the stock price which – since I'm recommending your stock I'm hoping is higher but the – all things equal, I'm just wondering what is driving the estimate for interest and other from $0.37 to $0.45. I presume a chunk of that is the pre-funding of the maturities. Can I get a sort of a dollar amount that is a $300 million amount. What was the rate on that?

Let me just help you, if I can get the mike. Thank you very much. Just I'm going to answer your first question anyhow because it won't go away. The number in here is not a prediction of where the stock price will be or should be, but the numbers $17 a share because I know you're going to go out and figure it out anyhow, and I want you to know we hope it is substantially higher than that, but that's what is built-in to the convertible calculations for the dilution. I'd like to also point out in case you didn't know that in the appendix portion of your book, we’ve laid out the convertibles for you, convertible by convertible with the impact that could happen going stock price up or stock price down. So you can do your own math and understand exactly how that affects our earnings. Importantly on that subject we built that into our guidance, and so we're still very comfortable with $1.35. To your second question that's specific about the interest in other, for those of you that don't see that slide, it goes from $0.37 in 2009 to $0.45 in 2010. The biggest piece of that is the pre-funding of the interest. In part, we had a benefit last year if you recall that helped us a little bit on the interest side of the equation, and then because we had done a few things that helped us on our earnings per share, but then on this side we've done this pre-funding. So we got an extra $300 million sitting in our cash coffers to pay the $67 million at the end of this year, and $214 million I think it was into next year. So that's an interest expense that we didn't have $300 million times 6.25%. You can figure out that particular piece and put in there, but there is another little piece that's in there. That is some parent tax benefits about couple of pennies that we had in 2009 that we don't predict would repeat in 2010, and everybody looks at me and said, hi you always say that Tom and all of a sudden there is no couple of pennies or tax, but there's not any in our guidance. So put those two together and that's about $0.09 that covers.

Okay. So not a higher overall corporate tax rate, but just a couple of pennies of benefit that you don't expect to repeat or does that translate into a modestly higher…

Well, we also would have a modestly higher effective tax rate as we go through time but remember, on a cash planning basis we have all those NOLs. I know you're familiar with that.

What were the one-time or the nonrepeating interest benefits from last year, can you give us more detail on that?

We have built into this particular number some of the benefits we had by taking the QUIP [ph] out, if you recall early which gave us a little advantage that we retained a portion of that in our numbers for 2009 that doesn't repeat in 2010.

Just you got the benefit early.

That's it.

Got you. Okay. The second question is looking at slide, I think it is slide 20, is there an inference here that if you're successful in getting buy in on all the capital projects that you think are necessary that when we get out into the 12 to 13 timeframe, you consumed all the tax position on the parent balance sheet that you'd be looking to, maybe turn on a drip or the external equity financing to fund all this?

Well, I'll be very direct on that. I don't see any need to go to the markets to issue new equity certainly over the next couple of years and maybe three. Again I wanted to have everybody that's listening in here, look at the attachment that we gave you on NOLs and AMT tax credits that's in the material that you have and you can see, they give us protection through 2012. That's what gives us the shelter and the comfort about not needing to issue new equity. Once we get past that unless new things come up, and I'm going to give you one example of new things in just a moment. We would need to go to the market, particularly if we had a project of the scale of a coal plant or something like that it would make sense for us to come to the market to issue new equity. We haven’t made that decision. That's pretty far out in the future. So it's one that I guess I wouldn't worry about, but I want to be very candid and transparent with you that we don't have other tools in place. Now, why might I be wrong and why might this protection that we have last longer. Why might the NOLs be worth more to us as we go further in time. We have not built bonus depreciation into the 2010 guidance yet, and there is still a pretty good prospect that something may happen there. I think you all realize how that works when we get the tax shelter down at the utility that pushes the time when we use the NOLs out, doesn't change them. They have a good life. It just pushes that timeframe out. So we're always looking for the best ways to first protect our customers down at the utility with whatever tax shelters that are available and then two, to get a benefit to help the financing for the company at the top end. So I hope that helps. Dave.

Go ahead, Ammie. Anywhere you like, you got one over here. Okay, go ahead. Hi, John [ph].

Hi, Dave. This is a question either for Dave or John, just – I don’t know where I saw this within the last couple of days. There seems to be some move in Michigan to push very high up. Can you comment on whether you think that move has any lags on the legislature and your position on that, and maybe while we're on the legislature talk about the moves to try and raise the choice cap, and how that might impact your plan and what you think about that?

Well, I might just comment briefly on that. I don't know that any of that will necessarily have any lags, but it doesn't surprise me that people talk on that. Obviously, maybe talk about both of them. We're at a 15% renewable portfolio standard, I'm sorry, 10% renewable portfolio standard by 2015. There was a lot of debate about what that standard ought to be when the legislation was passed. In our case, we already had about 4%. It wasn't certainly a huge stretch for us to get to six. There were a lot of people thought that ought to be higher. Of course we're hearing the post federal standards that are higher than that, and I think some people continuing the pressure say look, let's do more. I would say it was carefully considered because there were arguments on the other side to say look Michigan's economy isn't real strong right now, assuming you want to drive up the price of power by overdoing renewables at a time when renewables continue to be able to be more expensive than what prices otherwise would be in the region. I think there'll be continued debate, but I don't expect to see anything happen in the near term with regard to changes in the state standard. We'll continue to watch what happens at the federal level, and if something higher does happen, I think we've got the ability to implement more within the state. On the choice cap, remember when that choice cap was put into place, we were only at about 3% maybe 4% of folks taking choice percentage of our load. We had been higher than 10% at one point in time, and while we pointed out to the legislature and resonated was what, when you have a situation where…

Yes, couple of questions. First, Tom I like your weather slide, except you should have had some shower [ph] and lightning for the pre-2003, I think. Just on the ROEs, what were your earned ROEs in 2009 at both electric and gas, and when you look at 2010 guidance, can you give us a sense of what the earned ROEs or are you earning your allotted returns on both, are you slightly under earning. Could you give us some sense of that?

I'll let Tom take that. Go ahead.

Yes, for the full year 2009, the ROE on gas was 9.9% and by the way these you can find also in your attachments to the press release, the standard things we put out. But I'm glad you asked the question, because when you look the electric side, we are at 6.4%. Now that's because we put the big rock piece all in there and when you take that out that number is more in the neighborhood of 90% so to get apples to apples. In our guidance, we have built in moving up our ROEs closer to the authorized 10.7%, but not fully there. So roughly around 10.5% is where we are in our guidance because you never know, you never can predict hitting it precisely. So there is an improvement year-to-year in where we expect to be, but not all the way to the exact authorized ROE. Lot of play. We'll see how that works out.

Well, and of course you recognize that even if you are effectively earning at the allowed rate of return but continue to invest capital, we've addressed a lot of the timing issues, but it doesn't go away completely even with the six month implementation. So you're always going to lag a little bit.

One other, Dave, just one other general question. You have a governor election later this year. Just any general implication as you see for electric issues things that we should be watching, you know, if the Republican governor comes in, what does that mean if at all, any thoughts there?

Is this a wide-open election at this stage, and just five announced Republican candidates and other three announced Democratic candidates. We are going to have a new governor because the existing governor is term limited. I haven't seen any indication that energy issues are going to be part of the political discussion in any great way. If anything there may be sort of on a positive way. Some of the candidates have talked about their support for building new generation state. Obviously, a huge focus on jobs and there is a lot of jobs associated with that, but other than that I haven't seen any indication that's going to be a political issue within the state. Yes, I mean, wherever you go the microphone will follow.

I wanted to just clarify one thing. My understanding is that if you guys get bonus depreciation, we'll simply push out the NOLs. It doesn't really have any impact in the current cash flow numbers that we see here. Is that correct?

Well, overall it doesn't. That's correct. As we get the bonus depreciation number, think of our cash flow sites for the utility and it gets the shelter. So we're in good shape, but then the benefit that you get at the parent just still comes but comes later. So you'd see some different texturing and things like that.

Okay, I got you. Now, the other question I have is on the slide 21, this customer impact. Base rate impact of 3%, is that just – that's over the three-year period. Is that correct – does that suggest that you…

It's annual.

That is annual.

That's the annual increase, okay, and does that suggest that we're going to have another rate filing after the decisions beginning of January – early first quarter of 2011.

Yes, in fact we repeat this consistently. We developed a strategy several years ago of getting a better rate process in place, and then filing rate cases basically one right after another. We haven't completely seen the benefits of that, but we expect to see the benefits of that as the staff gets more accustomed to seeing a rate case every year. Hopefully that the minor adjustments from the prior rate case can make them easier to manage, but as long as we are in this investment cycle, we want to make sure it gets reflected quickly and frankly we think it's a better strategy to avoid a large step increase, you know, every couple of years, and just do it on an annualized basis.

Okay, it's 6% with fuels. Is that right, is that because your protection for fuel that because of rates, you could be going up, okay. And so – now in the previous presentation that you guys have with respect to the utility, you suggested there might be offset of EO/Smart Grid opportunities. Is that offset the number or is that including that number. I mean, is O&M all the cost efforts that you're making, is that inclusive in this 6% number that we're looking at?

John mentioned that, but the answer is the costs are inclusive in there. This is what the rates will do. Now the question is if you are somebody who has taken advantage of energy efficiency, and in fact you've lowered your energy and your demand on a net basis your bill will be lower than the 6% increase could even be flat depending on what you've done. So rates will go up. Consumption in theory will go down, but of course not everybody will take advantage of that. The ones that do will see less of a rate impact.

What percentage of the average ratepayer is going to be in that category versus the ones you just don't do anything?

You know, that's hard to predict it because it's early enough. It's really hard to tell. A lot of customers are doing little things like replacing their light bulbs, with high efficient light. A lot of smaller percentage of customers are going out and making major appliance replacements and things of that nature. So, customers that don't do anything will see this kind of a rate impact because their sales won’t change. Customers that do, they know the sales go down, their overall bills won't necessarily go up this much.

Okay, and then finally I saw some comments and I didn’t have a chance to read them thoroughly. I believe David that you make some comments with respect to the transmission and the need for local involvement versus the federal involvement. What's the context to you that we should be thinking about, what are you concerned about, what makes me – why these statements now, you are not the only one, I think there were others, but could you just give us maybe just a little bit of flavor as to what the issue you see there and what we should be concerned about or what you are your concerned about.

Yes, CMS is part of a coalition that wants to make sure that we don't end up with a top-down planning in a broad socialization of costs, maybe I should just say it that way. There are folks that are proposing, for example, that the fastest way to rollout renewables in the eastern interconnect would be to build a high-voltage overlay over the whole Eastern interconnect somewhere between $50 billion and $100 billion worth of investment over time, and they likened it to you know, the interstate highway system. That may be fast but it isn't necessarily fair to all customers and doesn’t necessarily reflect the market. So some of the folks that are involved in this, and I would say including us are concerned that if you build that and socialize all the cost basically postage stamp type rates if you will that you'll warp the economics so that indeed wind power from the Dakotas where you know, the wind is 40% plus on availability factor is going to be much more competitive than wind in Michigan or wind on offshore on the East Coast. If you have no other cost of transmission, if you roll the cost of transmission in and the folks building the wind or buying the power are paying for that incremental cost, the economics actually may be favorable, in fact (inaudible) that they are favorable to developing renewables in Michigan, and (inaudible) for example, he believes his math is favorable to developing offshore on New Jersey, but you wouldn't develop offshore wind in New Jersey at that expense if the transmission costs were effectively socialize, because it's going to be cheaper to buy power from North Dakota. On an overall cost, however, customers would pay more. Secondly, Michigan is a bit unique in terms of circumstances, because even the Eastern interconnect overlay analysis that's been done says Michigan wouldn't derive significant benefits but of course if you socialize the cost, they pay a large share of those costs that actually come out negative in terms of the cost of transmission. So our goal is simply to say, hey let's make sure the people that are benefiting from significant transmission investment are the ones that are paying for the investment, both for customers and so that it doesn't work the economics and potentially even impede the development of renewables across the eastern interconnect of the benefit of a few locations. So that's the concern that we have.

Okay, thanks. Two questions, Dave, in the presentation you alluded to the fact that you acknowledge that your dividend payout ratio is still less than where you would like it to be. Could you give us a little more specific on A, what you think is the appropriate payout for a company with your profile, and two, when you say that it will take longer to get to that what timeframe are we talking about, three years, five years?

We haven't really gotten that specific. I think the industry pay out ratio averages somewhere in the mid-60s now, roughly maybe 70 something like that. We all think it makes sense for us to get there very quickly. In fact while we are in major construction, we don't think it makes sense to get there at all probably. We're at 44%, that's quite a gap. What we expect to do is to grow the dividend in our plan faster than perhaps our earnings growth is growing so that eventually we get to that number, but don't expect us to get there very quickly. We'll continue to move it upward, and that's about as good a guidance that I can give you. I think we’ve developed a trend over the past several years, but I don't see any reason we wouldn't continue, but those are decisions the board makes annually as you know.

Also in the slide when we talked about the rate impact to rate payers, the 6%, 3% numbers we were discussing earlier. You've obviously made an assumption on commodity price moves being somewhat muted particularly on the gas side, now I was just wondering if commodity prices start to rise at a much faster pace, would that in your mind in any way impact the rate base investment program that you have given the rate increase implications for customers going forward.

I might invite Bill if you like to add to this. I would say that you know the general view right now is as the economy improves, we might see some strengthening of commodities. Natural gas of course every two to three years we seem to have a different story, but the story right now is all about Shell Gas as you know and the viewpoint, certainly the futures reflect a more stable pricing higher than they are today, but more stable pricing going forward than we've seen in the past. I don't know whether to believe that's a long-term trend or not. Obviously, if gas prices moved up fairly dramatically over time that makes a coal plant even more attractive, but obviously also drives up the price of natural gas on a delivered basis to your customers and drives up the regional prices and puts more pressure generally on the economy and more pressure generally on your customers. So I don't know that changes anything dramatically. I would say that the reason that we've emphasized so much the balanced energy portfolio is the unpredictability of some of those commodity costs, and we continue to believe that's the right way to look at it.

Okay, and I guess it may be in the slide one last follow-up, but when you look at that next five year plan, how much would you say is pretty much set in stone, of course the coal plant is a moving target, for the rest of it, should we assume that's pretty much what you expect will be spent over that time period.

Well, things can always change as you know, but as Tom demonstrated in his slide, we have probably more investment, capital investment opportunities that we think are reasonable and justified than we think makes sense for us to invest, and so we prioritize those in a way John described by looking at the benefits to the customers, direct offsets in O&M, direct offsets of fuel, things of that nature. The coal plant is one that we've been working on for a number of years and we're proud of where we've come with regard to the coal plant, as we've tried to point out there are so many factors that can influence that that we don't want to base the plan on our success story, inability to move forward with the coal plant. And if we are unable to move forward or we don't think it makes sense economically when we see the results for the process then you know, we'll emphasize more capital investment in some of those other areas.

Tom, can I just ask a couple of nitpicky detail questions, first guidance does not assume that Big Rock gets appealed this year so there wouldn't be any reversal this year?

No, it doesn’t.

The ROE…

It doesn't mean we won't, but it doesn't.

The ROE assumed in guidance from the interim rate case for electric is using 11% ROE or is it 10.7?

In our guidance?

Yes.

10.5%.

10.5%. So even on the interim it's 10.5%?

Well, –

That would implement in the third quarter.

I'm going to hesitate on the interim numbers, because we've not said publicly what we're going to do on an interim basis yet.

Okay. And how much bonus depreciation did you guys have in 2009 and given Capex level, would it be a similar number presumably.

Yes, if I remember right, a couple 100, a little over a couple of hundred million dollars and yes, it'll be a similar number in 2010 if it's approved.

And I guess Dave, it's kind of bigger picture, long-term demand growth expectations for your service territory down 1% again in 2010 guidance as you guys look at adding 6% resource from renewables looking at the coal plant, maybe a gas plant. What kind of long-term demand growth do you guys assume in your numbers, and how will that affect, you know, as you re-shift the Capex plan on the long run basis?

Yes, I'm going to give you very big picture, and then I will let Bill give you some more specifics. I would say in a big picture basis three or four years ago, we were talking about demand growth and our service territory as high as 2%, then 1.1%, then when we take into account energy efficiency and other things, it was going to be 0.3%, benefit is going to be negative. Now we've seen 6% load growth over the past three years, and one of questions is well, how much of that is temporary cyclical and how much of that is sort of resets the bar. We think there is some of each. I don’t know how fast you expect it to come back. We certainly think we're going to see some significant improvement in industrial as Tom showed you on a year-over-year basis. So those numbers are all over the math, and could continue to change and Bill, give him some specifics as to what you got baked in right now.

Yeah. It is always difficult to say. Dave kind of set me up here, while sometimes they are negative, sometimes they are positive. I got to tell you what the real number is. In our filing that supported the coal plant air permit, we had about 0.5% a year top line growth overall for the next 20 or 25 years. But quite frankly, it all depends on the economic assumptions, and where are we evaluating that right now, as we did in the debts [ph] of preparing the Certificate of Necessity for the coal facility. So that is certainly subject to change going forward, but that is generally where we’ve been at in analysis over the last year.

Dave, can I add something on this recessionary thought. That is good, I think everybody will remember. I don't have a crystal ball, and I'm not suggesting I know what is going to happen. But we often underestimate the recovery coming out of recessions, whether it is a country or the state or the world. And there often can be some correction, where you come back up, which is in a manner that is not indicative of what your long-term growth could be. So there is a chance that the base changes from the low level that it has gone to that it comes up a bit, when you see the industrial swings that we are talking about. And then you have sort of a more consistent projection of what that growth would be. You need to factor that into your thinking as we do, and Bill has in his models trying to figure out what is the right decision.

Okay, hi. Okay, on interest and other in 2010, so is it fair to assume the pre-funding, the 300 million pre-funding that will take out debt at the end of this year and early ’11. So when we look at run rate for interest and others, it is a nickel lower or…

Yeah, you could characterize that $300 million new debt offering we did to cover the maturities you just mentioned. More of a one timish kind of thing, even though we will be trying to keep our debt flat net of cash throughout all that process. So yes, there is some future upside, not in 2010 that could be associated with that, unless we reach forward again, and buy out some more maturities that are coming due within advanced prefunding.

But, on else equal that would drop down in ’11?

Yep.

Thank you.

Hi, could you talk about any rate base implications at all of the smaller less efficient coal plants being retired. They have a book value or anything?

Well, they are baked in our plan. We have a few hundred million dollars in net book values still remaining on those coal plants, and that was part of the discussion surrounding the air permit quite frankly. If we are going to commit to shutting those units down early, we want to make sure we have the opportunity to recover that cost and in fact, at this stage we would expect to have a process in parallel. We have had this discussion with the commission already, a process in parallel with the certificate of need to allow for the recovery of any remaining net book balance on the plants that would be decommissioned as part of that overall agreement.

Okay, and with regards to your 7 billion investment plan, I will start with the new coal plant, of course, are there any major regulatory filings or approvals needed to accomplish that goal.

Well, you know, generally speaking other than the CON, we have not had a process in the past for pre-approval from a regulatory perspective. In Michigan, it has always been you file after you’ve spent or invested the capital, and it is coal used and useful. In fact, the reason we had such a debate about the CON, is that we didn't feel that it made sense for companies to make those kind of commitments to our major generating facilities without some assurance upfront that at least that it would support for the investment. So that CON process really only applies to $500 million or larger generating plant type of investments, and we don't have anything else in our plan besides the coal plant of that category. Having said that, we work closely with the commission and the staff, and they have been aware of what we are doing. We don't want them to be surprised, and I would say the Smart Grid is a great example of that, where you have got close $1 billion of investment, and one nationwide, there has been some controversy over is this the right thing to do, and how much of the cost, how fast should you do it, what are the benefits. And we spent a lot of time with the staff on that, Maureen and her team in particular. And the commission has decided that in the case of Smart Grid, they are going to allow us to recover on a running basis, and we have already rolled into, is it $44 million? Is that the amount?

46.

$46 million that the commission supported very strenuously in our last case. So, we will see generally speaking most of these projects, when it comes to distribution investments, energy efficiency investments, things like that, all of those things are going to get rolled in as we invest in them, and you are not going to wait for some big major use and use for them like you would for a coal plant, and you won’t see formal preapprovals. That doesn’t mean we won’t be in a dialog with them.

Okay, and then lastly just in addressing the converts, which you consider refinancing or calling those converts to eliminate the shares outstanding dilution.

We will look at different alternatives for that, but I really don’t want to speak to any change in that. It involved so many different people. We are happy where we are now. We thought that was good financing to have in place, and still think that, but we will always be looking at our options, and what is available in the market to improve our situation.

Any other questions out there, any burning issues that we didn’t get to? All right. Well, thank you. Then it has been two hours here. I know it has been a lot of time. I appreciate your support for the company again, and all the great questions, and all interest in the company. Thank you for those that are participating on our web cast today. Bye now.