Exhibit 4.1


 


CERTIFIED COPY


OF


SECURITIES RESOLUTION NO. 11


OF


WEC ENERGY GROUP, INC.


 


I, Margaret C. Kelsey, Executive Vice President,
Corporate Secretary and General Counsel of WEC ENERGY GROUP, INC. (the “Company”), do hereby certify that the
attached is a true and correct copy of Securities Resolution No. 11 under the Indenture dated as of March 15, 1999 between
the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The First National Bank of Chicago, as Trustee,
which has been duly adopted by the Vice President and Treasurer of the Company pursuant to authorization delegated to him by the
Board of Directors of the Company at a meeting duly called and held on December 3, 2020; that a quorum of said Board was present
at said meeting and voted throughout; and I do further certify that said resolution has not been rescinded and remains in full
force and effect.


 


IN WITNESS WHEREOF, I have hereunto
set my hand and affixed the corporate seal of said WEC ENERGY GROUP, INC. this 19th day of March 2021.


 





	 	/s/ Margaret C. Kelsey
	 	Margaret C. Kelsey
	 	Executive Vice President, Corporate
	 	Secretary and
General Counsel



 


(CORPORATE SEAL)








 






     


     


    

 





0.80%
Senior Notes due MARCH 15, 2024


 


SECURITIES RESOLUTION NO. 11


OF


WEC ENERGY GROUP, INC.


 


The actions described below are taken by
the Board (as defined in the Indenture referred to below) of WEC ENERGY GROUP, INC. (the “Company”), or by an
Officer or committee of Officers pursuant to Board delegation, pursuant to resolutions adopted by the Board of Directors of the
Company as of December 3, 2020 and Section 2.01 of the Indenture dated as of March 15, 1999 (the “Indenture”)
between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The First National Bank of Chicago), as
Trustee. Terms used herein and not defined have the same meaning as in the Indenture.


 


RESOLVED, that a new series of Securities
is authorized as follows:


 


		1.	The title of the series
is 0.80% Senior Notes due March 15, 2024 (“Notes”).



 


		2.	The form of the Notes shall
be substantially in the form of Exhibit 1 hereto.



 


		3.	The Notes shall have the
terms set forth in Exhibit 1.



 


		4.	The Notes shall have such
other terms as are set forth in Exhibit 2 hereto.



 


		5.	The Notes shall be sold to the underwriters named in the Prospectus Supplement dated March 16,
2021, on the following terms:



 


Aggregate
Principal Amount: $600,000,000


Price to
Public: 99.959%


Underwriting
Discount: 0.350%


Closing Date:
March 19, 2021


 


This Securities Resolution shall be effective
as of March 16, 2021.


 






     


     


    

 


EXHIBIT 1


 





	No._________	$__________



 


WEC ENERGY GROUP, INC.


0.80% Senior Notes due March 15, 2024


 


WEC ENERGY GROUP, INC.


 


promises to pay to ________________________________________________________


 


or registered assigns


the principal sum of _______________________________________________________Dollars

on March 15, 2024


 





	Interest
Payment Dates:	March 15
and September 15






	Record Dates:	March 1
and September 1



 





	Dated:	 
	 	 
	WEC ENERGY GROUP, INC.	 
	 	 
	by	 
	 	 
	 	 
	[Title of Authorized Officer]	 
	 	 
	 	 
	(CORPORATE SEAL)	 
	 	 
	 	 
	[Assistant] Secretary	 



 






     


     


    

 





	Authenticated:	 
	 	 
	THE BANK OF NEW YORK MELLON	 
	TRUST COMPANY,
        N.A.,	 
	Registrar, by	 
	 	 
	 	 
	Authorized Signature	 
	 	 
	Dated:	 



 






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WEC ENERGY GROUP, INC.


0.80% Senior Notes due March 15, 2024


 


1.            Interest.


 


WEC Energy Group, Inc. (the
 “Company”), a Wisconsin corporation, promises to pay interest on the principal amount of this Security at the rate
per annum shown above. The Company will pay interest semiannually on March 15 and September 15 of each year commencing
September 15, 2021. Interest on the Securities (as defined in Section 4) will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from March 19, 2021. Interest will be computed on the basis of a
360-day year of twelve 30-day months.


 


2.            Method
of Payment.


 


The Company will pay interest
on the Securities to the persons who are registered holders of Securities at the close of business on the record date for the next
interest payment date, except as otherwise provided in the Indenture. Holders must surrender Securities to a Paying Agent to collect
principal payments. The Company will pay principal and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. It may
mail an interest check to a holder’s registered address.


 


3.            Securities
Agents.


 


Initially, The Bank of New York
Mellon Trust Company, N.A. will act as Paying Agent, Transfer Agent and Registrar. The Company may change any Paying Agent or Transfer
Agent without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may
change the Trustee.


 


4.            Indenture.


 


The Company issued the securities
of this series (the “Securities”) under an Indenture dated as of March 15, 1999 (the “Indenture”)
between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to The First National Bank of Chicago) (the
 “Trustee”). The terms of the Securities include those stated in the Indenture and in the Securities Resolution establishing
the Securities and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb). Securityholders
are referred to the Indenture, the Securities Resolution and such Act for a statement of such terms.


 


5.            Redemption.


 


At any
time prior to the Early Call Date (as defined below), the Securities will be redeemable in whole or in part from time to time,
at the Company’s option, at a “make-whole” redemption price for the Securities, calculated by the Company, equal
to the greater of (a) 100% of the principal amount of the Securities being redeemed or (b) the sum of the present values
of the remaining scheduled payments of principal and interest on the Securities being redeemed that would be due if such Securities
matured on the Early Call Date but for the redemption (exclusive of interest accrued to the date of redemption) discounted to the
redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10
basis points, plus in each case accrued and unpaid interest to, but not including, the redemption date.


 






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At any
time on or after the Early Call Date, the Company may redeem the Securities, in whole or in part from time to time, at 100% of
the principal amount of the Securities being redeemed plus accrued and unpaid interest to, but not including, the redemption date.


 


“Comparable
Treasury Issue” means the United States Treasury security or securities selected by the Independent Investment Banker as
having an actual or interpolated maturity comparable to the remaining term of the Securities being redeemed (assuming, for this
purpose, that the Securities mature on the Early Call Date) that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of a comparable maturity to the remaining
term of such Securities (assuming, for this purpose, that the Securities mature on the Early Call Date).


 


“Comparable
Treasury Price” means, with respect to any redemption date, (a) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the
Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Early
Call Date” means February 15, 2024 (the date that is one month prior to the maturity date for the Securities).


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the Company.


 


“Reference
Treasury Dealer” means each of Barclays Capital Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, and their
respective successors and one primary U.S. government securities dealer in the City of New York, New York (a “Primary Treasury
Dealer”) selected by each of KeyBanc Capital Markets Inc., TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and
the Company. If any Reference Treasury Dealer shall cease to be a Primary Treasury Dealer, the Company will select another Primary
Treasury Dealer which will be substituted for that dealer.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time,
on the third business day preceding such redemption date.


 






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“Treasury Rate” means,
with respect to any redemption date, the rate per year equal to the semiannual equivalent yield to maturity or interpolated (on
a day count basis) of the Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for such redemption date; provided that, if the Independent Investment
Banker shall determine that there is no such Comparable Treasury Issue, such rate per year shall be equal to the estimated semiannual
equivalent yield to maturity that a United States Treasury security having a maturity comparable to the remaining term of the Securities
to be redeemed (assuming, for this purpose, that the Securities mature on the Early Call Date) would bear, if such security were
available, such estimate to be made by the Reference Treasury Dealers on the basis of interpolation, extrapolation and other accepted
financial practices, taking into account (a) the yields to maturity of United States Treasury securities of other maturities,
(b) yields to maturity of other U.S. dollar denominated debt securities having a maturity comparable to the remaining term
of the Securities to be redeemed (assuming, for this purpose, that the Securities mature on the Early Call Date) and (c) applicable
interest rate spreads between United States Treasury securities and such other debt securities, all as of 5:00 p.m., New York City
time, on the third business day preceding such redemption date.


 


The Company will mail a notice
of any redemption at least 30 days, but not more than 60 days, before the redemption date to each Securityholder of the Securities
to be redeemed.


 


Procedures for the redemption
of the Securities will be governed by Article 3 of the Indenture.


 


6.            Denominations,
Transfer, Exchange.


 


The Securities are in registered
form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Securities may be registered
and Securities may be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent
need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, it need not
exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed.


 


7.            Persons
Deemed Owners.


 


The registered holder
of a Security may be treated as its owner for all purposes.


 


8.            Amendments
and Waivers.


 


Subject to certain exceptions,
the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities
of all series affected by the amendment. Subject to certain exceptions, a default on a series may be waived with the consent of
the holders of a majority in principal amount of the series.


 


Without the consent of any Securityholder,
the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to
provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect
the rights of any Securityholder.


 






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9.            Restrictive
Covenants.


 


The Securities are unsecured
general obligations of the Company initially limited to $600,000,000 principal amount. The Company may from time to time without
notice to, or the consent of, the holders of the Securities, create and issue further securities of the same series, equal in rank
to the Securities in all respects (or in all respects except for the payment of interest accruing prior to the issue date of the
new securities or, if applicable, the first payment of interest following the issue date of the new securities) so that the new
securities may be consolidated and form a single series with the Securities and have the same terms as to status, redemption or
otherwise as the Securities. The Indenture does not limit other unsecured debt.


 


In addition to the restrictions
on the Securities contained in the Indenture, the Securities will be subject to the following additional restrictive covenant:


 


Limitation upon
Liens on Stock of Certain Subsidiaries


 


For so long as any Securities
remain outstanding, the Company will not create or incur or allow any of its subsidiaries to create or incur any pledge or security
interest on any of the capital stock of Wisconsin Electric Power Company (“Wisconsin Electric”) or Wisconsin Gas LLC
(“Wisconsin Gas”) held by the Company or one of the Company’s subsidiaries on the issue date of the Securities.


 


10.          Successors.


 


When a successor assumes all
the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations.


 


11.          Defeasance
Prior to Redemption or Maturity


 


Subject to certain conditions,
the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits
with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption
or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America which
are not callable at the issuer’s option or certificates representing an ownership interest in such Obligations.


 






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12.          Defaults
and Remedies.


 


An Event of Default includes:
default for 60 days in payment of interest on the Securities; default in payment of principal on the Securities; default for 60
days in the payment of any sinking fund obligation; default by the Company for a specified period after notice to it in the performance
of any of its other agreements applicable to the Securities; certain events of bankruptcy or insolvency; and any other Event of
Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25%
in principal amount of the Securities may declare the principal of all the Securities to be due and payable immediately.


 


In addition, an Event of Default
under the Securities shall also include a failure to pay when due principal, interest or premium in an aggregate amount of $25
million or more with respect to any Indebtedness (as defined below) of the Company, Wisconsin Electric or Wisconsin Gas, or the
acceleration of any such Indebtedness aggregating $25 million or more which default is not cured, waived or postponed pursuant
to an agreement with the holders of the Indebtedness within 60 days after written notice as provided in the Indenture, or the acceleration
is not rescinded or annulled within 30 days after written notice as provided in the Indenture. As used herein, “Indebtedness”
means the following obligations of the Company, Wisconsin Electric and Wisconsin Gas (and specifically excludes obligations of
the Company’s other subsidiaries and intercompany obligations): (a) all obligations for borrowed money, (b) all
obligations evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made,
(c) all obligations under conditional sale or other title retention agreements relating to property purchased to the extent
of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered
into in the ordinary course of business), and (d) all obligations, other than intercompany items, issued or assumed as the
deferred purchase price of property or services purchased which would appear as liabilities on a balance sheet of the Company,
Wisconsin Electric or Wisconsin Gas.


 


Securityholders may not enforce
the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before
it enforces the Indenture or the Securities. Subject to certain limitations, holders of a majority in principal amount of the Securities
may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing
default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests.
The Company must furnish an annual compliance certificate to the Trustee.


 


13.          Trustee
Dealings with Company.


 


The Bank of New York Mellon Trust
Company, N.A., the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from,
and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee.


 






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14.          No
Recourse Against Others.


 


A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Securities or
the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder
by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue
of the Securities.


 


15.          Authentication.


 


This Security shall
not be valid until authenticated by a manual signature of the Registrar.


 


16.          Abbreviations.


 


Customary abbreviations may be
used in the name of a Securityholder or an assignee, such as: TEN COM (=tenants in common), TEN ENT (=tenants by the entirety),
JT TEN (=joint tenants with right of survivorship and not as tenants in common), CUST (=custodian), U/G/M/A (=Uniform Gifts to
Minors Act), and U/T/M/A (=Uniform Transfers to Minors Act).


 


The Company will furnish to any Securityholder
upon written request and without charge a copy of the Indenture and the Securities Resolution, which contains the text of this
Security in larger type. Requests may be made to: Corporate Secretary, WEC Energy Group, Inc., 231 West Michigan Street, P.O. Box
1331, Milwaukee, WI 53201.


 






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EXHIBIT 2


 


WEC ENERGY GROUP, INC.


0.80% Senior Notes due March 15, 2024


 


Supplemental Terms


 


In addition to the
terms set forth in Exhibit 1 to Securities Resolution No. 11, the Notes shall have the following terms:


 


Section 1. Definitions.
Capitalized terms used and not defined herein shall have the meaning given such terms in the Indenture. The following is an additional
definition applicable to the Notes:


 


“Depositary”
means, with respect to the Notes issued as one or more global Securities, The Depository Trust Company, New York, New York, or
any successor thereto registered under the Securities Exchange Act of 1934 or other applicable statute or regulation.


 


Section 2. Securities
Issuable as Global Securities.


 


(a)            The
Notes shall be issued in the form of one or more permanent global Securities and shall, except as otherwise provided in this Section 2,
be registered only in the name of the Depositary or its nominee. Each global Security shall bear a legend substantially to the
following effect:


 


“Unless this certificate
is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the
Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.”


 


(b)            If
at any time (i) the Depositary with respect to the Notes notifies the Company that it is unwilling or unable to continue as
Depositary for such global Security or (ii) the Depositary for the Notes shall no longer be eligible or in good standing under
the Securities Exchange Act of 1934 or other applicable statute or regulation, the Company shall appoint a successor Depositary
with respect to such global Security. If a successor Depositary for such global Security is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such ineligibility, the Transfer Agent shall register the exchange
of such global Security for an equal principal amount of Registered Securities in the manner provided in Section 2.07 of the
Indenture.


 






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(c)            The
Transfer Agent shall register the transfer or exchange of a global Security for Registered Securities pursuant to Section 2.07
of the Indenture if (i) a Default or Event of Default shall have occurred and be continuing with respect to the Notes, or
(ii) the Company determines that the Notes shall no longer be represented by global Securities.


 


(d)            In
any exchange provided for in the preceding paragraphs (b) or (c), the Company will execute and the Registrar will authenticate
and deliver Registered Securities. Registered Securities issued in exchange for a global Security shall be in such names and denominations
as the Depositary for such global Security shall instruct the Registrar. The Registrar shall deliver such Registered Securities
to the persons in whose names such Securities are so registered.


 


(e)              The
Notes will trade in the Depositary’s Same-Day Funds Settlement System. All payments of principal and interest on global Securities
will be made by the Company in immediately available funds.


 






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