Exhibit 10.2

EMPLOYMENT AGREEMENT

      This Agreement is made and entered into as of the 3rd day of October, 2006, by and between Donald L. Ware (the "Executive") of Merrimack, New Hampshire, and Pennichuck Corporation (the "Corporation"), a New Hampshire corporation with principal offices at 25 Manchester St., Merrimack, New Hampshire 03054.

      For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants and promises set forth in this Agreement, the parties agree as follows:

ARTICLE I
EMPLOYMENT

      1.1.    The Corporation hereby employs the Executive and the Executive hereby accepts employment with the Corporation on the date hereof for the Term (as defined below) of the Agreement, in the position and with the duties and responsibilities set forth in Article II below and upon the other terms and subject to the conditions hereinafter set forth.

ARTICLE II
POSITION, DUTIES AND RESPONSIBILITIES

      2.1.    During the Term of this Agreement, the Executive shall serve as the President Pennichuck Water Works, Inc., one of the Corporation's subsidiaries ("PWW"). Subject only to the supervision, control and guidance of the Chief Executive Officer and the Board of Directors of the Corporation (the "Board"), the Executive shall have all of the duties, responsibilities and authorities typically enjoyed by a president of a corporation to control the day-to-day operations of PWW, including, by example but not by way of limitation, the responsibility for the overall operations of PWW, the supervision over the property, business and affairs of PWW and the power to hire and dismiss other employees of PWW.

      2.2.    The Executive shall devote substantially all of his business time and attention to the business and affairs of PWW and the Corporation consistent with his executive position with PWW and the Corporation, except for vacations permitted pursuant to Section 5.3. and Disability (as defined in Section 7.5 hereof). Nothing in this Agreement, however, shall preclude the Executive from engaging in charitable activities, community affairs and corporate boards, provided that such activities do not interfere with the performance of his duties and responsibilities enumerated within this Agreement as determined by the Board.

ARTICLE III
TERM

      3.1.    Unless terminated sooner in accordance with the terms hereof, the term of employment under this Agreement ("Term") shall be for the period commencing onJuly __, 2006 ("Effective Date") and ending two (2) years from the Effective Date; provided, however, that commencing on the first anniversary of the Effective Date and on or about each anniversary of

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the Effective Date thereafter, the term of this Agreement may be extended for subsequent one (1) year periods by vote of the Board of Directors, and in which case the provisions hereof shall remain applicable for each of such subsequent two-year periods. Notwithstanding the foregoing, in the event there is a "Change of Control" (as that term is defined in Section 7.4 below), this Agreement will automatically be extended to 2 years, beginning on the day on which the Change of Control occurs. Thereafter, this Agreement will be extended only by vote of the Board of Directors as described above.

ARTICLE IV
COMPENSATION

      4.1.    Base Salary. The Executive shall be paid a base salary (the "Base Salary") equal to one hundred fifty six thousand dollars ($156,000.00) per annum for the Term. The Base Salary shall be payable to the Executive in installments, less state and federal income tax withholdings and other normal employee deductions, on the date on which the Corporation's other executive officers are paid, but in no event less frequently than monthly. The Base Salary shall be reviewed by the Board each year (on or about the first business day of each calendar year) and shall be subject to adjustment in the absolute discretion of the Board taking into account, but not limited to additional responsibilities, if any, which may have been assigned to him, corporate and individual performance and general business conditions.

      4.2.    Incentive Compensation. During the Term, the Executive shall generally be entitled to participate in any bonus and incentive compensation plans which may be made available to executive officers of the Corporation.

      4.3.    Stock Options. During the Term, the Executive shall generally be entitled to participate in any stock option plan or plans which may be made available by the Corporation.

      Federal, state, and local withholding, social security, and other appropriate taxes shall be deducted from all compensation paid to, or provided by the Corporation for, Executive as and to the extent required by law.

ARTICLE V
FRINGE BENEFIT PLANS

      5.1.    Employee Benefit Programs. The Executive shall be entitled to: (A) receive health and dental insurance coverage, as and to the extent provided by the Corporation to its executive officers; (B) receive group life and disability coverage, as and to the extent provided by the Corporation to its executive officers; (C) receive insurance on the life of the Executive in the amount of three (3) times his annual salary; and (D) be a full participant in (1) all of the Corporation's pension and other retirement plans and profit-sharing plans, if any, or equivalent successor plans, if any, that may hereafter be adopted and maintained by the Corporation in each case with at least the same opportunity to participate therein as shall be applicable to other executive officers of the Corporation and (2) all of the Corporation's other benefit plans which may be in effect from time to time. Further, the Corporation shall provide the Executive with (a) short term disability coverage encompassing up to sixty percent

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(60%) of his then Base Salary for a period of up to twenty six (26) weeks, as well as (b) long term disability coverage (at the Executive's option) encompassing up to sixty percent (60%) of his then Base Salary up to a maximum benefit of six thousand dollars ($6,000) per month. The Corporation acknowledges that the Executive currently meets the eligibility criteria for participation in all of the Corporation's present employee benefit programs.

      5.2.    Reimbursement of Expenses. It is contemplated that in connection with the Executive's employment hereunder, the Executive may be required to incur business, entertainment and travel expenses. The Corporation agrees to promptly reimburse the Executive in full for all reasonable out-of-pocket business, entertainment and other related expenses (including all expenses of travel and living expenses while away from home on business at the request of, and in the service of, the Corporation) incurred or expended by the Executive incident to the performance of his duties hereunder; provided, that the Executive properly accounts for such expenses in accordance with the policies and procedures established by the Board and applicable to the executive officers of the Corporation.

      5.3.    Vacation. The Executive shall be entitled, in each year during the Term, to the number of paid vacation days determined by the Corporation from time to time to be appropriate for its executive officers, but in no event less than four (4) weeks in any such year (pro-rated, as necessary, for partial calendar years during the Term). The Executive may take his allotted vacation days at such times as are mutually convenient for the Corporation and the Executive, consistent with respect to its executive officers. The Executive shall also be entitled to all paid holidays given by the Corporation to its executive officers.

      5.4.    Automobile. The Executive shall be provided the use of an automobile. The Corporation shall pay all gas, upkeep, insurance coverage, and maintenance on said vehicle; provided, however, that the value of any personal use thereof shall be included in the Executive's taxable wages reported by the Corporation as and to the extent required by applicable law.

ARTICLE VI
INDEMNIFICATION

      6.1 .    The Executive shall be entitled, at all times, to the benefit of the maximum indemnification and advancement of expenses available from time to time under the Corporation's and PWW's Articles of Incorporation and Bylaws, and under the laws of the State of New Hampshire. Such indemnification shall survive the termination of this Agreement unless such termination is for "Cause" (as that term is defined in Section 7.2 below) and the claim for liability is related to the actions underlying the termination for "Cause". In addition, either PWW or the Corporation shall have and maintain in full force and effect an officers' liability insurance policy providing such coverages, exclusions and deductibles as the Corporation and the Executive shall reasonably agree and as is available on a reasonable premium basis.

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ARTICLE VII TERMINATION
7.1.    Termination by the Executive. The Executive may terminate his employment hereunder for any reason at any time upon at least thirty (30) days prior written notice to the Corporation. In the event the Executive terminates his employment, the Executive shall receive accrued but unpaid salary, bonus (if any) and benefits through the last day of employment only. Notwithstanding the foregoing, in the event the Executive, for "Good Reason" (as that term is defined below), terminates his employment within twenty-four (24) months following a "Change of Control" (as that term is defined below), the Corporation shall provide the Executive with severance benefits, payable as a lump sum, equal to the Executive's then current salary and fringe benefits provided hereunder, including any bonus for which he may be entitled, for (A) the remaining term of this Agreement, or (B) the period of twelve (12) months from the date of termination, whichever is greater.
7.2.    Termination by the Corporation. The Corporation may terminate Executive's employment hereunder at any time upon thirty (30) days prior written notice to the Executive, and with or without Cause, with no liability whatsoever with respect to such date of termination, other than the obligation to pay or cause to be paid accrued but unpaid salary and bonus, if any, as provided in Section 7.1 above for a resignation for other than Good Reason; provided, however, that if the Corporation terminates the Executive other than for Cause, the Corporation shall provide the Executive with severance benefits, payable as a lump sum, equal to (A) the Executive's then current salary and fringe benefits provided hereunder, including any bonus for which he may be entitled, for the remaining term of this Agreement, or (B) the Executive's then current salary and fringe benefits provided hereunder, including any bonus for which he may be entitled, for the period of twelve (12) months from the date of termination, whichever is greater.
For purposes hereof, "Cause" shall be deemed to exist if the Executive is a subject of a finding by the Corporation's Board of Directors that:
	(i)    as to the Executive's actions or omission to act concerning PWW, the Corporation, or any other subsidiary or affiliate thereof, and/or its or their affairs, he has been personally dishonest, engaged in willful misconduct or fraud, breached any of his fiduciary duties, or violated any law, rule, regulation or cease and desist order which results in an adverse impact to the Corporation, or
	(ii)    the Executive has intentionally violated or breached any of his covenants or agreements contained in this Agreement;
	(iii)    the Executive has illegally used drugs or abused alcohol in a manner that materially affects the Executive's performance of his duties hereunder;
	(iv)    the Executive has intentionally engaged in any act that materially injures PWW, the Corporation, or any other subsidiary or affiliate thereof;

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	(v)    the Executive has intentionally engaged in any act that violates any of PWW's or the Corporation's rules, policies, or codes of ethics, as amended from time to time; or
	(vi)    the Executive has failed to cooperate in any investigation by PWW, the Corporation, or any other subsidiary or affiliate thereof; or
	(vii)    subject to Section 7.3, the Executive has intentionally failed to perform the duties reasonably assigned to him by the Bylaws of PWW or the Corporation or by the Corporation's Board of Directors.
For purposes of paragraphs (ii), (vi), and (vii) above, such finding of Cause shall be made after the Executive has been provided written notice of the conduct that constitutes such Cause, and the Executive has not cured such conduct within thirty (30) days of receipt of such notice to cure.
7.3.    For purposes hereof, "Good Reason" means (i) a substantial reduction by the Corporation of the Executive's Base Salary in effect immediately prior to such reduction; (ii) the assignment to the Executive of duties or responsibilities inconsistent with the position and office held by the Executive immediately prior to such assignment; (iii) the substantial reduction in or loss of authority and responsibility, which authority and responsibility the Executive was empowered with immediately prior to such reduction or loss; or (iv) the requirement that the Executive be assigned to or based at, without his consent, any office or location other than one within a 30-mile radius of the Corporation's Merrimack, New Hampshire office.
7.4.    For purposes hereof, a "Change of Control" shall be deemed to have occurred if any of the following have occurred:
	(i)    any individual, corporation (other than the Corporation), partnership, trust, association, pool, syndicate, or any other entity or any group of persons acting in concert becomes the beneficial owner, as that concept is defined in Rule 13d-3 promulgated by the Securities Exchange Commission under the Securities Exchange Act of 1934, as a result of any one or more securities transactions (including gifts and stock repurchases but excluding transactions described in subdivision (ii) following) of securities of the Corporation possessing fifty-one percent (51%) or more of the voting power for the election of directors of the Corporation;
	(ii)    there shall be consummated any consolidation, merger or stock-for-stock exchange involving securities of the Corporation in which the holders of voting securities of the Corporation immediately prior to such consummation own, as a group, immediately after such consummation, voting securities of the Corporation (or if the Corporation does not survive such transaction, voting securities of the corporation surviving such transaction) having less than fifty percent (50%) of the total voting power in an election of directors of the Corporation (or such other surviving corporation);
	(iii)    "approved directors" shall constitute less than a majority of the entire Board of Directors of the Corporation, with "approved directors" defined to mean the members of the

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	Board of Directors of the Corporation as of the date of this Agreement and any subsequently elected members of the Board of Directors of the Corporation who shall be nominated or approved by a majority of the approved directors on the Board of Directors of the Corporation prior to such election; or
	(iv)    there shall be consummated any sale, lease, exchange or other transfer (in one transaction or a series of related transactions, excluding any transaction described in subdivision (ii) above), of all, or substantially all, of the assets of the Corporation or its subsidiaries to a party which is not controlled by or under common control with the Corporation.
7.5.    Disability of the Executive. In the event the Executive shall be prevented from rendering the essential functions of his position, with or without reasonable accommodation, unless such accommodation would cause the Corporation undue hardship, by reason of Disability, the Corporation shall have the right to declare upon two (2) weeks prior written notice rendered to the Executive, a Disability termination, whereupon the Executive shall receive the Disability compensation provided by the Corporation's disability insurance coverage. The Corporation may, in its sole discretion, accelerate the payment of any amount payable under this Section 7.5. For purposes hereof, the term "Disability" means a condition caused by mental or physical illness or injury which (i) prevents the Executive from performing his normal duties for an aggregate of at least six months out of any twelve-month period and (ii) a doctor reasonably satisfactory to both the Executive and the Corporation certifies at the end of such six-month period that the Executive will continue to be prevented from performing his duties as a result of his disability due to mental or physical illness or injury.
7.6.    Death of the Executive. In the event the Executive dies during the Term, this Agreement shall automatically terminate without notice on the date of his death, and the Corporation shall have no further obligations hereunder except that the Corporation shall pay or cause to be paid to the Executive's designated beneficiary, or, failing such designation, his estate, any salary, bonus and benefits due to the Executive in the amounts and to the extent such payments are provided by the Corporation.
ARTICLE VIII NOTICES
8.1.    Any notice or other communication ("Notice") pursuant to this Agreement shall be in writing and shall be deemed to have been given or made when personally delivered, or when mailed by registered or certified mail, postage prepaid, return receipt requested, to the other party. In the case of the Corporation, any such notice shall be delivered or mailed to its principal office. In the case of the Executive, any such notice shall be delivered in person or mailed to his last known address as reflected in the records of the Corporation.
ARTICLE IX ASSIGNMENT
9.1.    The Executive acknowledges that the services to be rendered by him are

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unique and personal. Accordingly, the Executive may not assign any of his rights or delegate any of his duties or obligations under this Agreement or otherwise assign this Agreement. The rights and obligations of the Corporation under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Corporation.

ARTICLE X
ARBITRATION

      10.1.    Any dispute, controversy or claim arising out of or relating to this Agreement shall be settled by arbitration conducted in Merrimack, New Hampshire or other mutually agreeable location. The matter will be heard promptly by a single arbitrator selected by mutual agreement by the Corporation and the Executive. Should the Corporation and the Executive be unable to agree upon an arbitrator within a 30 day period, an arbitrator will be selected in accordance with the commercial arbitration rules of the American Arbitration Association. Unless the parties mutually agree otherwise, once appointed, the arbitrator will make all rulings on procedural and evidentiary matters and will determine the date, time and place of any hearings. The arbitrator will issue a written decision within 30 days of the hearing or submission to him. The arbitrator's decision will be final and binding on all parties. Any arbitration conducted hereunder is subject to the provisions of RSA 542.

ARTICLE XI
CONFIDENTIAL INFORMATION

      11.1.    At all times during and after his employment with the Corporation, the Executive shall treat as confidential and shall not divulge, furnish or make known to or accessible to, or use for the benefit of anyone other than the Corporation or PWW, any confidential information concerning the Corporation, PWW, or any other subsidiary or affiliate of the Corporation, which information is obtained during the course of the Executive's employment. Confidential information includes, but is not limited to: ideas, inventions, discoveries, developments, processes, designs, formulas, patterns, devices, programs, methods, techniques, compilations of scientific, technological or business information, proprietary information, and trade secrets. The Executive agrees that during the term of and following the termination of his employment with the Corporation, he will not disclose to any person or use in any way any such confidential information, other than (i) information that is generally known in the Corporation's industry or acquired from public sources, (ii) as required by any court, supervisory authority, administrative agency or applicable law, or (iii) with the prior written consent of the Corporation.

ARTICLE XII
NON-COMPETITION

      12.1.    The Executive agrees that during the Term and for a period of twelve (12) months after the Term expires, he will not engage in any activity or business endeavors which directly competes with the regulated water utility business operations conducted by the Corporation within the New England region, so called, encompassing the states of New Hampshire, Maine, Vermont, Massachusetts, Rhode Island and Connecticut. The Executive agrees not to divert or attempt to divert from the Corporation any of its existing regulated water utility business within

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said New England region, and particularly not influence or attempt to influence any of the Corporation's water utility customers to do business with any other regulated water utility business; and further, he will not solicit or attempt to solicit directly or indirectly any employee of the Corporation to leave its employ to join any other regulated water utility business. In addition to constituting a material breach of this Agreement, failure to comply with the provisions of this Article XII in any material respect will result in the Executive's forfeiting any payments to which he might otherwise be entitled hereunder and/or the reimbursement to the Corporation upon demand of any payments previously paid to Executive upon termination of employment. The parties agree that the Corporation may pursue any remedy under law or at equity, including specific performance and injunctive relief, to protect its rights hereunder and that money damages alone will be inadequate. This Article XII shall survive the termination of this Agreement.

ARTICLE XIII
MISCELLANEOUS

      13.1.    Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and replaces all prior agreements relating to said subject matter, including but not limited to the Change of Control Agreement, dated January 8, 1999, by and between the parties hereto.

      13.2.    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire without reference to its conflicts of law provisions.

      13.3.    Waivers and Modifications. This Agreement may not, in whole or in part, be waived, changed, amended, discharged or terminated orally or by any course of dealing between the parties, but only by an instrument in writing signed by the parties hereto. No waiver by either party of any breach by the other or any provision hereof shall be deemed to be a waiver of any later or other breach hereof or as a waiver of any other provision of this Agreement.

      13.4.    Severability. In any case any one or more of the provisions contained in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein.

      13.5.    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, but which taken together shall constitute one instrument.

      13.6.    Section Headings. The descriptive section headings herein have been inserted for convenience only and shall not be deemed to define, limit, or otherwise affect the construction of any provision hereof.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first written above.
WITNESS:		PENNICHUCK CORPORATION
/s/	By:	/s/ Duane C. Montopoli
Print Name:		Duane C. Montopoli
		President and Chief Executive Officer
WITNESS:		EXECUTIVE:
/s/		/s/ Donald L. Ware
Print Name:		Donald L. Ware

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