EX-4.1






Exhibit 4.1




CERTIFIED COPY

OF

SECURITIES RESOLUTION NO. 9

OF

WISCONSIN ELECTRIC POWER COMPANY




     I, KEITH H. ECKE, Assistant Corporate Secretary of WISCONSIN ELECTRIC POWER COMPANY (the
“Company”), do hereby certify that the attached is a true and correct copy of Securities Resolution
No. 9 under the Indenture dated as of December 1, 1995 between the Company and U.S. Bank National
Association, as successor to Firstar Trust Company, 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 meetings duly called and held on December 6, 2007 and October 16,
2008; that a quorum of said Board was present at said meetings 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further certify that said resolution has not been rescinded and remains in full force and effect.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
WISCONSIN ELECTRIC POWER COMPANY this 11th day of December, 2008.



/s/ Keith H. Ecke                    

Keith H. Ecke

Assistant Corporate Secretary




(CORPORATE SEAL)




 









 





6.25% DEBENTURES DUE DECEMBER 1, 2015




SECURITIES RESOLUTION NO. 9

OF

WISCONSIN ELECTRIC POWER COMPANY




     The actions described below are taken by the Board (as defined in the Indenture referred to
below) of WISCONSIN ELECTRIC POWER COMPANY (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 6, 2007 and October 16, 2008 and Section 2.01 of the Indenture dated as
of December 1, 1995 (the “Indenture”) between the Company and U.S. Bank National Association (as
successor to Firstar Trust Company), 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 6.25% Debentures due December 1, 2015 (“6.25% Debentures”).
	 
	2.	 	The form of the 6.25% Debentures shall be substantially in the form of Exhibit 1 hereto.
	 
	3.	 	The 6.25% Debentures shall have the terms set forth in Exhibit 1.
	 
	4.	 	The 6.25% Debentures shall have such other terms as are set forth in Exhibit 2 hereto.
	 
	5.	 	The 6.25% Debentures shall be sold to the underwriter(s) named in the Prospectus Supplement
dated December 8, 2008 on the following terms:




Aggregate Principal Amount: $250,000,000

Price to Public: 99.941%

Underwriting Discount: 0.625%

Closing Date: December 11, 2008




     This Securities Resolution shall be effective as of December 8, 2008.




 









 








EXHIBIT 1




			
	 	 	 
	No.                     
	 	$                    






WISCONSIN ELECTRIC POWER COMPANY

6.25% Debentures due December 1, 2015




WISCONSIN ELECTRIC POWER COMPANY




	 	 	 	 	 
	promises to pay to
	 	 	 	 
	 

	 

	 	 
	 
	 	 	 	 
	or registered assigns
the principal sum of  

	 	 	Dollars
	 

	 	 	 	 
	on December 1, 2015  
	 	 	 	 






	 	 	 
	Interest Payment Dates:

	 	June 1 and December 1
	Record Dates:

	 	May 15 and November 15






	 	 	 	 	 
	 

	 	Dated:	 	 
	 
	 	 	 	 
	U.S. BANK NATIONAL

	 	WISCONSIN ELECTRIC POWER COMPANY	 	 
	ASSOCIATION
	 	 	 	 
	Transfer Agent and Paying Agent
	 	 	 	 
	 
	 	 	 	 
	 

	 	by	 	 
	 
	 	 	 	 
	Authenticated:

	 	 

[Title of Authorized Officer]
	 	 
	 
	 	 	 	 
	U.S. BANK NATIONAL

	 	(CORPORATE SEAL)	 	 
	ASSOCIATION

Registrar, by
	 	 	 	 
	 
	 	 	 	 
	 

Authorized Signature

	 	 

[Assistant] Secretary
	 	 






 









 





WISCONSIN ELECTRIC POWER COMPANY

6.25% Debentures due December 1, 2015





	1.	 	Interest.
	 
	 	 	Wisconsin Electric Power Company (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 June 1 and December 1 of each year commencing June
1, 2009. Interest on the Securities will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from December 11, 2008. 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, U.S. Bank National Association 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 December 1, 1995 (the “Indenture”) between the Company and U.S. Bank National
Association (as successor to Firstar Trust Company) (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.
	 
	 	 	The Securities will be redeemable as a whole at any time, or in part from time to time, at
the Company’s option, at a redemption price 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 thereon (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




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	 	 	applicable to the Securities plus 50 basis points, plus accrued interest to the redemption
date.






	 	 	“Comparable Treasury Issue” means the United States Treasury security or securities selected
by an Independent Investment Banker as having an actual or interpolated maturity comparable
to the remaining term of the Securities being redeemed 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.
	 
	 	 	“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.
	 
	 	 	“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Trustee after consultation with the Company.
	 
	 	 	“Reference Treasury Dealer” means each of Banc of America Securities LLC, Goldman, Sachs &
Co., Morgan Stanley & Co. Incorporated, and SunTrust Robinson Humphrey, Inc., their
respective successors, and two other primary U.S. government securities dealers in The City
of New York (a “Primary Treasury Dealer”) selected by us. If any Reference Treasury Dealer
shall cease to be a Primary Treasury Dealer, we 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.
	 
	 	 	“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 the 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 Reference Treasury Dealers 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 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 and (c)
applicable interest rate spreads between United States




3









 






	 	 	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.






	 	 	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 whole
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.
	 
	9.	 	Restrictive Covenants.
	 
	 	 	The Securities are unsecured general obligations of the Company initially limited to
$250,000,000 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 except for 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. Section 4.07 of the Indenture, which if applicable limits
certain mortgages and other liens, will apply with respect to the Securities. The
limitations are subject to a number of important qualifications and exceptions.





4









 






	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 or certificates representing an
ownership interest in such Obligations.
	 
	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 with respect to the Securities; 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.
	 
	 	 	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.
	 
	 	 	U.S. Bank National Association, 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.
	 
	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




5









 






	 	 	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, Wisconsin Electric Power Company, 231 West
Michigan Street, P.O. Box 2046, Milwaukee, WI 53201.





6









 








EXHIBIT 2




6.25% Debentures




Supplemental Terms




     In addition to the terms set forth in Exhibit 1 to Securities Resolution No. 9, the 6.25%
Debentures 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 6.25% Debentures:




“Depositary” means, with respect to the 6.25% Debentures, 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 6.25% Debentures 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 6.25% Debentures notifies the
Company that it is unwilling or unable to continue as Depositary for such global Security or (ii)
the Depositary for the 6.25% Debentures 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.



 









 





     (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 6.25% Debentures, or (ii) the
Company determines that the 6.25% Debentures 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 6.25% Debentures 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.




2