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Ontario Premier Dalton McGuinty overhauled his cabinet yesterday, adding 10 new faces, including two freshly minted MPPs.

"I wanted to introduce some new people into the cabinet who have a strong contribution to make," Mr. McGuinty told reporters after the swearing-in ceremony at the legislature. "They will energize us, invigorate us [and]keep us vital and active."

He said his government is raring to get back to work after its election victory. The legislature will resume before Christmas with a Speech from the Throne.

Mr. McGuinty promoted eight MPPs from the Liberal back benches and two newly elected members to help fill the 28 seats around his cabinet table. Only seven ministers kept their portfolios, including cabinet heavyweights George Smitherman (Health), Kathleen Wynne (Education) and David Caplan (Public Infrastructure Renewal). Another 10 ministers were assigned new duties.

Margarett Best, a rookie who won the riding of Scarborough-Guildwood, was named Minister of Health Promotion, replacing Jim Watson, who has taken over Municipal Affairs and Housing. Aileen Carroll, a newcomer to provincial politics who served in former prime minister Paul Martin's cabinet, was named Culture Minister, replacing Caroline DiCocco, who was defeated in the Oct. 10 election.

To make room for the new faces, Mr. McGuinty dropped four MPPs - David Ramsay (Natural Resources), Laurel Broten (Environment), Steve Peters (Labour) and Monte Kwinter (Community Safety and Correctional Services).

"You've just got to make a judgment call," Mr. McGuinty told reporters. "My call was to ensure that I give opportunities to others who had not yet had a chance to make a contribution inside cabinet."

Mr. Ramsay said he was disappointed. "You don't want it to happen, but it has to happen some time," he told reporters. "You're not going to go on forever."

Ms. Broten said she will now have more time to spend with her two-year-old twins. "I don't want to leave before my kids get up in the morning and not see them before they go to bed," she told reporters. "That came home to roost during the campaign when my boys said, 'I love you mummy. No go work.' "

Deb Matthews, a backbencher who played a key role in getting child poverty on the government's agenda, was named Minister of Children and Youth Services.

Michael Bryant, who has leadership ambitions, was moved from the senior position of Attorney-General to Minister of Aboriginal Affairs. A source close to Queen's Park said the Premier needed to send a message that there is one leader and he isn't going anywhere.

He said any suggestion that Mr. Bryant's move is not a demotion is like saying "Britney Spears' career is all going according to plan."

McGuinty's new cabinet

SEVEN MINISTERS WHO KEPT THEIR PORTFOLIOS

Sandra Pupatello - Economic Development and Trade

David Caplan - Public Infrastructure Renewal

Leona Dombrowsky - Agriculture, Food and Rural Affairs

George Smitherman - Health

Madeleine Meilleur - Community and Social Services; Francophone Affairs

Harinder Takhar - Small Business and Entrepreneurship

Kathleen Wynne - Education

TEN MINISTERS WHO GOT NEW PORTFOLIOS

Jim Bradley - to Transportation from Tourism

Gerry Phillips - to Energy from Government Services

Rick Bartolucci - to Community Safety and Correctional Services from Northern Development and Mines

Dwight Duncan - to Finance from Energy

John Gerretsen - to Environment from Municipal Affairs and Housing

Michael Bryant - to Aboriginal Affairs and Government House Leader from Attorney-General

Chris Bentley - to Attorney-General from Training, Colleges and Universities

Jim Watson - to Municipal Affairs and Housing from Health Promotion

Donna Cansfield - to Natural Resources from Transportation

Michael Chan - to Citizenship and Immigration from Revenue

TEN NEWCOMERS, INCLUDING TWO ROOKIES

Michael Gravelle - Northern Development and Mines

Ted McMeekin - Government and Consumer Services

Brad Duguid - Labour

Peter Fonseca - Tourism

Deb Matthews - Children and Youth Services

John Milloy - Training, Colleges and Universities

Monique Smith - Revenue

John Wilkinson - Research and Innovation

Margarett Best - Health Promotion

Aileen Carroll - Seniors