Effective March 18, 2009, Pennichuck Corporation (the "Company") and its largest shareholder GAMCO Investors, Inc. ("GAMCO"), and the other affiliated Gabelli group of companies and funds (collectively the "Gabelli Group"), entered into a letter agreement ("Letter Agreement").

The Company had previously announced in a Form 8-K filed with the Securities Exchange Commission on March 4, 2009, which is incorporated herein by reference, that effective as of March 2, 2009 the Company amended its Rights Agreement to give the Board of Directors the right, in its sole discretion, to determine if any Person (as defined in the Rights Agreement) should be exempted from the 15% purchase limitation specified in the definition of "Acquiring Person" under the Rights Agreement, subject to certain terms and conditions that the Board of Directors may establish regarding said exemption. Subject to the terms of the Letter Agreement set forth in Exhibit 4.1 below, GAMCO and the Gabelli Group have been granted an exemption to collectively purchase up to, but not equal to, 20% of the Company's outstanding shares of common stock.

Pursuant to the terms of said Letter Agreement, GAMCO has withdrawn its shareholder proposal for the Company's 2009 Annual Meeting of Shareholders, which will be held on May 6, 2009, (the "2009 Annual Meeting") requesting that the Company's Board of Directors redeem the Company's Rights Agreement. In addition, GAMCO has also withdrawn its intent to nominate three candidates for election as directors at the 2009 Annual Meeting.

The Letter Agreement is described in the Company's March 19, 2009 press release, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. The description of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement that is filed as Exhibit 4.1 hereto and is incorporated by reference into this report.

In conjunction with the Letter Agreement, the Board of Directors of the Company has agreed to expand the Board of Directors from 9 to 11 directors effective as of the 2009 Annual Meeting of Shareholders on May 2, 2009 and has nominated Clarence A. Davis and Michael I. German for election to three-year terms expiring at the Annual Meeting of Shareholders in 2012. At the same time, the Board of Directors also has nominated Stephen F. Bolander and Robert P. Keller, each an incumbent director, for election to three-year terms expiring at the Annual Meeting of Shareholders in 2012 and nominated Joseph A. Bellavance, also an incumbent director, for election to a two-year term expiring at the Annual Meeting of Shareholders in 2011.

Per the Letter Agreement, GAMCO has agreed not to solicit proxies or engage in a proxy contest at the 2009 Annual Meeting of Shareholders and to appear at that meeting and vote in favor of all Board nominees.

If either Messrs. Davis or German is unable or unwilling to serve at any point prior to the 2012 annual meeting, then, so long as GAMCO owns at least 5% of the shares of the Company's common stock then outstanding, GAMCO may nominate a replacement director, subject to the approval of the Board of Directors of the Company, whose approval shall not be unreasonably withheld, in accordance with the Board's published Corporate Governance and Nominating policies and procedures.

(d) Exhibits.

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

Exhibit No.                                   Description

4.1              Letter Agreement, effective as of March 18, 2009, by and between
                 Pennichuck Corporation and GAMCO Investors, Inc. and its affiliated
                 entities

99.1             Press Release - "Pennichuck Corporation Announces Agreement With
                 Gabelli Group"