This communication may be deemed to be solicitation material in respect of the proposed acquisition of Pennichuck by Philadelphia Suburban Corporation (“PSC”), pursuant to an Agreement and Plan of Merger, dated as of April 29, 2002, by and between Pennichuck and PSC.  Pennichuck and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the Agreement and Plan of Merger. 

Information concerning any direct or indirect interest in the proposed merger of Pennichuck’s directors and executive officers, including their beneficial ownership of Pennichuck common stock and the terms of change of control or similar arrangements with certain of Pennichuck’s executive officers, may be found in Pennichuck’s preliminary proxy statement filed with the SEC by PSC under a Registration Statement on Form S-4 on November 27, 2002.  The preliminary proxy statement is available for free both on the SEC’s website in the manner set forth below. 

Investors and security holders are advised to read the definitive registration statement and proxy statement/prospectus regarding the merger with PSC when it becomes available, because it will contain important information, including certain changes from the preliminary filing.

Investors and security holders may obtain a free copy of the registration statement and proxy statement/prospectus and other documents filed by PSC and Pennichuck at the SEC’s website at www.sec.gov.  The proxy statement/prospectus and such other documents may also be obtained from Pennichuck by directing such request to Pennichuck Corporation, 4 Water Street, Nashua, NH 03060 or by calling (603) 882-5191.