Exhibit 4.1


 


 


CERTIFIED COPY


OF


SECURITIES RESOLUTION NO. 12


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. 12 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
meetings duly called and held on December 3, 2020 and October 21, 2021; that a quorum of said Board was present at said meetings and voted
throughout; and I do further certify that said resolutions have not been rescinded and remain in full force and effect.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 13th day of December 2021.


 


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



 


(CORPORATE SEAL)


 






     


     


    

 


2.20% Senior
Notes due december 15, 2028


 


SECURITIES RESOLUTION NO. 12


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 October 21, 2021 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 2.20% Senior Notes due December 15, 2028 (“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 underwriter(s) named in the Prospectus Supplement dated December 6, 2021, on the following terms:




 


Aggregate Principal
Amount: $500,000,000


Price to Public:
99.761%


Underwriting Discount:
0.625%


Closing Date: December
13, 2021


 


This Securities Resolution shall be effective
as of December 6, 2021.


 






     


     


    

 


EXHIBIT 1


 


	No._________	 	$__________






 


WEC ENERGY GROUP, INC.


2.20% Senior Notes due December 15, 2028


CUSIP Number: 92939U AG1


 


WEC ENERGY GROUP, INC.


 


promises to pay to _____________________________________________________________________________________________

or registered assigns


the principal sum of ____________________________________________________________________________________________Dollars

on December 15, 2028


 


	Interest Payment Dates:	 	June 15 and December
15
	 	 	 
	Record Dates:	 	June 1 and December 1



 


Dated: December 13, 2021


 


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.


2.20% Senior Notes due December 15, 2028


 


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 June 15 and December 15 of each year commencing June 15, 2022. 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 December 13,
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 15 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 October 15, 2028 (the date that is two months 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 J.P. Morgan Securities LLC and Scotia Capital (USA) Inc., and their respective successors or affiliates
and one primary U.S. government securities dealer in the City of New York, New York (a “Primary Treasury Dealer”) selected
by each of PNC Capital Markets LLC and U.S. Bancorp Investments, Inc., and two Primary Treasury Dealers selected by 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 send 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 $500,000,000 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.


2.20% Senior Notes due December 15, 2028


 


Supplemental Terms


 


In addition to the terms set
forth in Exhibit 1 to Securities Resolution No. 12, 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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