Florida Public Utilities Company (FPU)

Board of Directors

The Company’s Board of Directors currently consists of six directors.  The Board of Directors has affirmatively determined that, in its judgment, each director, other than Mr. English, meets all applicable independence standards established by the NYSE Amex.  Specifically, the Board considered Mrs. Benoit’s beneficial ownership of our common stock and concluded that, consistent with NYSE Amex rules and commentary, stock ownership should not be a bar to a determination of her independence.  

There are no special arrangements or understandings between any director and any other person pursuant to which any director was elected or is serving.  There are no family relationships between or among any of our directors and executive officers.

During 2008 the Board of Directors met fourteen times.  The Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.  All of the directors attended at least 97% of the meetings of the Board of Directors and the committees on which they served during 2008.  Board members are encouraged, but not required, to attend the annual shareholders meeting.  Two members of the Board attended the 2008 annual shareholders meeting.

Board of Directors

The Company’s Board of Directors currently consists of six directors, five of whom are independent under applicable American Stock Exchange Rules.  The Board of Directors has affirmatively determined that, in its judgment, each director other than Mr. English meets all applicable independence standards established by the American Stock Exchange.  Specifically, the Board considered Ms. Benoit’s beneficial ownership of our common stock and concluded that, consistent with American Stock Exchange rules and commentary, stock ownership should not be a bar to a determination of independence.  

There are no special arrangements or understandings between any director and any other person pursuant to which any director was elected or is serving.  There are no family relationships between or among any of our directors and executive officers.

During 2007 the Board of Directors met five times.  The Board has a standing Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.  All of the directors attended at least 75% of the meetings of the Board of Directors and the committees on which they served during 2007.  Board members are encouraged, but not required, to attend the annual shareholders meeting.  Four of the members of the Board attended the 2007 annual shareholders meeting.