Effective March 2, 2009, Pennichuck Corporation (the "Company") and American Stock Transfer & Trust Company LLC (the "Rights Agent") entered into the Sixth Amendment to the Rights Agreement (as amended, the "Rights Agreement") by and between the Company and which Rights Agreement was originally adopted on April 20, 2000. The material terms of that amendment are described in Item 3.03 of this Report and are incorporated herein by reference.

Effective March 2, 2009, the Sixth Amendment to the Rights Agreement revises the definition of an "Acquiring Person" under the Rights Agreement as set forth below to give the Board of Directors of the Company the right, in its sole discretion, to determine if any Person (as defined in the Rights Agreement) should be exempted from the definition of "Acquiring Person" under the Rights Agreement subject to certain terms and conditions (if any) that the Board of Directors may establish for said exemption.

(d) Exhibits.

The following exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit No.      Description

4.1              Sixth Amendment to Rights Agreement, effective as of March 2, 2009,
                 by and between Pennichuck Corporation and American Stock Transfer &
                 Trust Company LLC