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                                                                   Exhibit 4.1

                         AMENDMENTS TO RIGHTS AGREEMENT

1.   GENERAL BACKGROUND. In accordance with Section 27, Supplements and
     Amendments of the Rights Agreement between Fleet National Bank (the
     "Rights Agent") and Pennichuck Corporation ("Pennichuck") dated April
     20, 2000 (the "Agreement"), the Rights Agent and Pennichuck desire to
     amend the Agreement to appoint EquiServe Trust Company, N.A.

2.   EFFECTIVENESS. This Amendment shall be effective as of October 10, 2001
     (the "Amendment") and all defined terms and definitions in the Agreement
     shall be the same in the Amendment except as specifically revised by
     the Amendment.

3.   REVISION. The section in the Agreement entitled "Change of Rights Agent"
     is hereby deleted in its entirety and replaced with the following:

     CHANGE OF RIGHTS AGENT. The Rights Agent or any successor Rights Agent
     may resign and be discharged from its duties under this Agreement upon
     30 days' notice in writing mailed to the Company and to each transfer
     agent of the Common Shares or Preferred shares by registered or certified
     mail and to the holders of the Right Certificates by first-class mail.
     The Company may remove the Rights Agent or any successor Rights Agent
     upon 30 days' notice in writing mailed to the Rights Agent or successor
     Rights Agent, as the case may be, and to each transfer agent of the
     Common Shares or Preferred Shares by registered or certified mail, and to
     the holders of the Right Certificates by first-class mail. If the Rights
     Agent shall resign or be removed or shall otherwise become incapable of
     acting, the Company shall appoint a successor to the Rights Agent. If the
     Company shall fail to make such appointment within a period of 30 days
     after giving notice of such removal or after it has been notified in
     writing of such resignation or incapacity by the resigning or
     incapacitated rights Agent or by the holder of a Right Certificate (who
     shall, with such notice, submit such holder's Right Certificate for
     inspection by the company), then the registered holder of any Right
     Certificate may apply to any court of competent jurisdiction for the
     appointment of a new Rights Agent. Any successor Rights Agent, whether
     appointed by the Company or by such a court, shall be a corporation or
     trust company organized and doing business under the laws of the United
     States, in good standing, which is authorized under such laws to exercise
     corporate trust or stock transfer powers and is subject to supervision
     or examination by federal or state authority and which has individually
     or combined with an affiliate at the time of its appointment as Rights
     Agent a combined capital and surplus of at least $100 million dollars.
     After appointment, the successor Rights Agent shall be vested with the
     same powers, rights, duties and responsibilities as if it had been
     originally named as Rights Agent without


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     further act or deed; but the predecessor Rights Agent shall deliver and
     transfer to the successor Rights Agent any property at the time held by
     it hereunder, and execute and deliver any further assurance, conveyance,
     act or deed necessary for the purpose. Not later than the effective date
     of any such appointment the Company shall file notice thereof in writing
     with the predecessor Rights Agent and each transfer agent of the Common
     Shares or Preferred Shares, and mail a notice thereof in writing to the
     registered holders of the Right Certificates. Failure to give any notice
     provided for in this Section 21, however, or any defect therein, shall
     not affect the legality or validity of the resignation or removal of the
     Rights Agent or the appointment of the successor Rights Agent, as the
     case may be.

4.   Except as amended hereby, the Agreement and all schedules or exhibits
     thereto shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed in their names and on their behalf by and through their duly
authorized officers, as of this 10th day of October, 2001.

PENNICHUCK CORPORATION                  FLEET NATIONAL BANK

/s/ Charles J. Staab                    /s/ Carol Mulvey-Eori
---------------------------------       ----------------------------------
By: Charles J. Staab                    By: Carol Mulvey-Eori
Title: Vice President, Treasurer        Title: Managing Director,
       and Chief Financial Officer             Client Administration


                                        EQUISERVE TRUST COMPANY, N.A.

                                        /s/ Carol Mulvey-Eori
                                        ----------------------------------
                                        By: Carol Mulvey-Eori
                                        Title: Managing Director,
                                               Client Administration