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John M.

Murphy

99 Hawthorne Village Road « Nashua, NH «

OBJECTIVE

To obtain a Utility Board position that fully utilizes my knowledge and experience of municipal and publically owned

utilities.

EXPERIENCE

Fidelity Investments, Merrimack NH Senior Research Analyst (2005-Present)

Research

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Provide the municipal group detailed credit analysis of all investment grade and high yield names in the
Water & Sewer, Public Power, Electric Co-op, and Environmental Services sectors, which includes Project
Debt and all Corporate-Backed tax-exempt debt

Convey operational knowledge of all types of utilities and governance to investment team
Enthusiastically lead credit investment idea generation for assigned sectors in both the bond and money
market space

Deliver timely analysis of the Corporate Environmental Waste Sector, including Waste Management ,
Republic Services, Covanta and Wheelabrator, working in partnership with high yield and equity
counterparts

Lead Distressed Credit Team, Detroit and Puerto Rico

Responsible for in-depth modeling and monitoring of all issuers via customized financial models and
daily surveillance of credits using Feedly and other proprietary web surveillance tools

Present semi-annual sector updates to both bond and money market groups and establish buy and sell
recommendations based on macro and issuer level factors

Engage tax-backed analysts daily on interrelated credits

Actively manage 2a-7 money market exposures and annual approvals for 82 municipal issuers

Analyze all structural and legal aspects of Industrial Development, Pollution Control and Solid Waste
bonds for our bond and money market groups

Collaborate with corporate, high yield and equity utility analysts on company and sector reviews

Act as liaison with our corporate group to provide seamless coverage and introduce investment ideas to
our municipal bond and money market groups

Cultivate and maintain key issuer, rating agency and sell-side relationships

Portfolio and Markets

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Work extensively with portfolio managers and traders to uncover relative value trade ideas in assigned
sectors

Track the daily trading of top 25 holdings

Review over-weights and under-weights with portfolio managers on a periodic basis

Provide the investment team semi-annual updates of top trade ideas and exposures

adership

Lead the Utility Team in the development of industry and security level analysis

Established and lead our BAB’s team, which is responsible for, trade idea generation across all sectors,
surveillance of market fundamentals and coordination of the municipal research staff

Represent the Revenue Team that updates senior management of issues affecting research in the
municipal money markets

Work closely with our quantitative analyst to spearhead cur Refunding Strategies Team, which is
responsible for trade idea generation, security selection and specialized tool development regarding
potential alpha generating refunding opportunities

Energetically involved in the recruiting and hiring of key employees and the training and mentoring of
municipal and taxable research associates as well as junior traders

Organize quarterly credit trips with Portfolio Managers and Traders

Presented at numerous investment seminars for consultants and industry conferences, such as; NFMA,
NYMWFA, Manhattan Institute, Large Public Power Council, Bond Buyer, Southern Municipal Finance
Association, MEAG and AMP Partners Annual! Meetings as well as American Public Power Association
conferences

Fidelity Investments, Merrimack NH Senior Bond Trader (4999-2005)

Corporate and Canadian (2001-2005)

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In charge of all trading and relative value idea generation for the auto, utility, energy, pipeline, sovereign,
paper, chemical and EETC sectors, which included high yield and crossover securities

Handled all derivative transactions for aforementioned sectors, which included long CDS strategies, as
well as positive and negative basis trades

Worked extensively with credit analysts to introduce new investment strategies into the funds
Relationship manager for all sell-side firms in U.S. and Canada

Provided relative value trades and sector rotation ideas for all Canadian dollar fixed income securities,
which included federal and provincial governments, agency, corporate, ABS, CMBS debt as well as
interest rate derivatives

Monitored all exposures and portfolio weightings for the Canadian bond funds

Led the working group on Canadian interest rate swaps, purchased the first interest swap in our
Canadian bond funds

Presented to consultants and industry groups about market conditions, credit issues and our investment
process

Municipal (1999-2001)

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Charged with idea generation and trading for all national bonds fifteen years and longer and the following
state specific funds, Massachusetts, Minnesota, Ohio and Maryland

Responsible for all derivative trading, which included U.S. Treasury Futures, Municipal Bond Futures and
Forward Starting MMD Swaps

Key member of Fidelity’s fixed income derivative steering committee

Assisted portfolio managers in the construction and repositioning of their funds versus new benchmarks

JP Morgan Securities, New York Vice President, Trading and Structured Products 1993-1999

Structuring

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Led JP Morgan’s municipal asset backed (TOR) marketing effort (Putters/Drivers)

Priced and structured JP Morgan’s short-term municipal asset backed program

Presented at numerous derivative RFP’s

Charged with expanding cash and derivative transactions to corporate and relative value accounts

Long and Short-Term Trading

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Traded all municipal high grade and insured bonds from five to thirty years

Tracked and studied key relationships between tax exempt and taxable fixed income markets

Priced all short-term municipal instruments including, VRDB’s, Commercial Paper, Derivatives and Puts
Acted as a liaison with our high net worth sales group

Represented JP Morgan on various industry panels and associations

Participated in numerous issuer RFPs

Short-term Municipal Trader, Associate, BT Securities 1990-1993
Trading

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Traded all municipal products from one to five years
Priced five billion dollar of variable rate products
Calculated and reset Bankers Trust TENR rate
Marketed one billion dollar tender option program

EDUCATION

Adelphi University June 1991
Master of Science, Banking and Money Management

Baruch College, City University of New York December 1987
Bachelor of Business Administration, Finance and Management

COMMOUNITY INVOLVEMENT

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First Tee of New Hampshire, Director of Nashua Chapter
Boys and Girls Club of Greater Nashua
Bishop Guertin Scholarship Committee

Outline of Process Utilized in Search for a New Director
Pennichuck Corporation Board of Directors
Nominating and Governance Committee

Process that the Pennichuck Board of Directors (“Board”) and the Board’s Nominating and
Governance Committee (“Committee”) followed in recruiting a new director for the Pennichuck
Board to fill the vacancy resulting from the resignation of James McMahon:

- The Committee met in June 2016 to discuss the skills and experience desired in a new
Board member.

- The Committee met in August 2016 (at which meeting all members of the Board
attended) to discuss the qualifications of potential candidates suggested by Committee
and Board members. The Committee also voted to place an advertisement seeking
potential candidates in local newspapers.

- Apublic advertisement seeking potential candidates for the Board was placed in both the
Union Leader and Telegraph in the Friday, Saturday and Sunday editions over two
weekends (Sept 9, 10 & 11 and Sept 16, 17 & 18).

- Acopy of the advertisement, the selection process, director job description, and other
information was placed on Pennichuck’s website.

- The Committee met in October 2016 to review and discuss the resumes received (11 in
total).

- The Committee held non-public interviews with 6 candidates on October 25, November 1
and November 7.

- The Committee met in November 2016 to discuss their impressions of the 6 candidates
interviewed. The Committee agreed to recommend to the Board of Directors that
Mr. Murphy advance to the next step in the nomination process by scheduling a public
interview.

- The Committee discussed the qualifications and experience of Mr. Murphy with the
Board members at the November 2016 Board meeting. The Board voted to approve the
recommendation of the Committee to hold a public interview of Mr. Murphy.

- The Committee held a public interview with Mr. Murphy on December 13, 2016. Notice
of the public meeting/interview was posted on the Company’s website and on the City of
Nashua’s website on November 30, 2016. A letter was hand delivered to City Officials
informing them of the public interview on November 21, 2016.

- The Committee met in December 2016 and voted to recommend to the Board of
Directors that Mr. Murphy be nominated for election to the Board.

- Atthe December 2016 Board Meeting, the Board voted to nominate Mr. Murphy for
election to the Board of Directors at a Special Meeting of the Sole Shareholder.

2A/2017

Draft Minutes of the December 13, 2016 Meeting Subject to
Change and Approval by the Nominating and Governance Committee

PENNICHUCK CORPORATION

NOMINATING AND GOVERNANCE COMMITTEE
MINUTES OF DECEMBER 13, 2016 MEETING

A meeting of the Nominating and Governance Committee (“Committee”) of the Board of Directors
of Pennichuck Corporation (“Company”) was held on Tuesday, December 13, 2016 at 5:30 p.m. at
the Company’s offices at 25 Manchester Street, Merrimack, New Hampshire.

Written materials relating to items listed in the Agenda were provided to the Committee members
for their review prior to the meeting. :

The following persons were in attendance for the meeting:

Committee Members:

Pennichuck Corporation:

“McGrath, Director.
hue, Chief Executive Officer
sara, Corporate Secretary

The Chairman welcomed Mr. Murphy to the meeting and introduced the members of the Committee
and the other Board members in attendance. The Committee questioned Mr. Murphy relative to his
prior work history, his responsibilities in his current position with Fidelity Investments, and his
experience with utilities and the financial markets. The Committee also questioned Mr. Murphy on
his reasons for his interest in becoming a Director of Pennichuck, his ability to allow tume to
prepare for and attend both Board and Committee meetings, and his familiarity with the N.H. Right-
to-Know law. The fiduciary duties of a corporate director were discussed.

The Chairman expressed his appreciation to Mr. Murphy for the time and effort he spent preparing
for the interview.

Draft Minutes of the December 13, 2016 Meeting Subject to
Change and Approval by the Nominating and Governance Committee

The public interview ended at 6:25 p.m. and Mr. Murphy and Mr. Goodhue left the meeting.
S. Genest moved that the Committee enter into non-public session to discuss a matter which,
if discussed in public, would likely affect adversely the reputation of a person, pursuant to
RSA 91-A:3, I(c}). E. Dunn seconded the motion.

A roll call of the Committee members was taken, which resulted as follows:

Yea: P. Indeglia, E. Dunn, S. Genest, T. Leonard, P. Stanley
Nay:

Motion was carried to enter into non-public session at 6:30

II(c). P. Stanley seconded the motion. A roll call
resulted as follows:

Yea:
Nay:

Draft Proxy Materi Special ting of the Sole Shareholder

The Committee reviewed ar sussed the draft Notice of Special Meeting of Sole Shareholder,
Proxy Statement and Proxy Card, copies of which were included in the written materials. It was
agreed that the Chairman will discuss the subject of the Special Meeting with either Brian
McCarthy, President of the Board of Aldermen, or with Steven Bolton, City Corporation Counsel,
and will then determine the date to hold the Special Meeting of Sole Shareholder.

Draft Minutes of the December 13, 2016 Meeting Subject to
Change and Approval by the Nominating and Governance Committee

On motion duly made by S. Genest and seconded by P. Stanley, all of the Committee members then
voting, it was unanimously

Resolved: to recommend to the Board of Directors that the draft Proxy Card, Notice of
Special Meeting of Sole Shareholder and Proxy Statement, as presented and
reviewed at this meeting, be approved; the date of the Special Meeting of
Sole Shareholder to be determined by the Chairman of the Board.

Expansion of the Board of Directors

There was a discussion as to whether the Board should conside:
on the Board of Directors to 12 or 13. It was decided not to

© panding the number of members
nd the Board at this time.

Approval of Minutes

ents with respect to the draft minutes of the
none, on motion duly made by S. Genest and
s then voting, it was unanimously

The Chairman inquired whether there were any ¢
November 7, 2016 Committee meeting. There bs
seconded by P. Stanley, all of the Committee mem

Resolved: that the minutes

at 6:52 p.m.

Suzanne L. Ansara
Corporate Secretary

APPOINTMENT BY THE MAYOR

FEBRUARY 14, 2017

Zoning Board of Adjustment

Steven Lionel (New Appointment)
19 Cabot Drive
Nashua, NH 03064

Term to Expire: September 11, 2019

| respectfully request that this appointment be confirmed.

Jim Donchess
Mayor

APPOINTMENT BY THE PRESIDENT OF THE BOARD OF ALDERMEN

FEBRUARY 14, 2017

Auditorium Commission

John C. Franzini (New Appointment)
13 Lutheran Drive
Nashua, NH 03063

For a Term to Expire: December 31, 2017

| respectfully request that this appointment be confirmed.

Brian S. McCarthy, President
Board of Aldermen

Board of Aldermen Page 4
June 14, 2016

Finally, | would ask that Mr. Parker, who is a very highly qualified nominee for the Conservation
Commission be taken from the table and that he be considered and hopefully approved for that position.
He is involved in landscaping and he has expertise in trees and other vegetation and will be a great input
to the Conservation Commission. You might recall that Mike Gallagher came and testified that he would
be a great help to them and you might also recall that we tabled his nomination to give him an
opportunity to attend the meetings of the Conservation Commission which he has done and he is very
anxious to go forward so | hope you will accept his willingness to volunteer and take him from the table
and approve him for the Conservation Commission. With that, | conclude Mr. President.

RESPONSE TO REMARKS OF THE MAYOR - None

RECOGNITION PERIOD

Recognition of Emergency Preparedness StormReady Rating

President McCarthy acknowledged representatives from the Gray, Maine National Weather Service
Office who were in attendance to present Nashua with an award for receiving an Emergency

Preparedness StormReady Accreditation.

READING MINUTES OF PREVIOUS MEETINGS AND PUBLIC HEARING

There being no objection, President McCarthy declared the minutes of the Board of Aldermen
meetings of May 23, May 24, and May 31, 2016, accepted, placed on file and the readings
Suspended.

COMMUNICATIONS

There being no objection, President McCarthy declared that all communications be read by title
only.

From: John Griffin, Chief Financial Officer
Re: Uncompleted Projects Status Report

There being no objection, President McCarthy declared the communication accepted and placed
on file

From: Mayor Jim Donchess
Re: Contract Award with Sanborn, Head & Associates for Gas Collection and Control Services

MOTION BY ALDERMAN O’BRIEN TO ACCEPT, PLACE ON FILE AND AWARD THE CONTRACT
TO SANBORN, HEAD & ASSOCIATES, INC. IN THE AMOUNT OF $45,000

A Viva Voce Roll Call was taken, which resulted as follows:
Yea: Alderman Wilshire, Alderman Clemons, Alderman Dowd, 13
Alderman Caron, Alderman Siegel, Alderman Schoneman,
Alderwoman Melizzi-Golja, Alderman McGuinness, Alderman LeBrun,
Alderman Moriarty, Alderman O’Brien, Alderman Lopez,
Alderman McCarthy
Nay: 0

MOTION CARRIED

A special meeting of the Board of Aldermen was held Monday, February 6, 2017, at 5:00 p.m. at the Dr.
Crisp Elementary School Media Center.

President Brian S. McCarthy presided; Legislative Affairs Manager Susan Lovering recorded and offered the
prayer.

The roll call was taken with 10 members of the Board of Aldermen present; Alderman Cookson, Alderman
Deane, Alderman Clemons, Alderman Moriarty and Alderman Lopez were recorded absent. Alderman
McGuinness and Alderman-at-Large O’Brien arrived after roll call at 5:12 p.m. and 5:18 p.m., respectively.

Mayor James W. Donchess and the following members of the Nashua Delegation were also in attendance:
Representative Elizabeth Ferreira, Representative Janice Schmidt, Representative Carl Seidel, Representative
Suzanne Harvey, Representative Patricia Klee, Representative Mariellen MacKay, Representative Jessica
Ayala, Representative Amelia Keane, Representative Don LeBrun, Representative Steve Negron,
Representative Kevin Scully, Representative Allison Nutting, Representative Catherine Sofikitis, Representative
Skip Cleaver, Representative Latha Mangipudi, Representative Martin Jack, Representative Michael O’Brien
COMMUNICATIONS

MOTION BY ALDERMAN WILSHIRE THAT ALL COMMUNICATIONS BE READ BY TITLE ONLY
MOTION CARRIED

From: Brian S. McCarthy, President, Board of Aldermen
Re: Special Board of Aldermen Meeting

MOTION BY ALDERMAN WILSHIRE TO ACCEPT AND PLACE ON FILE
MOTION CARRIED

DISCUSSION

Board of Alderman and Nashua Delegation ensued regarding the upcoming Fiscal 2018 budget, various state
bills which addresses the New Hampshire retirement system, infrastructure projects, and rail.

ADJOURNMENT

MOTION BY ALDERMAN WILSHIRE TO ADJOURN
MOTION CARRIED

The meeting was declared adjourned at 6:45 p.m.

Susan Lovering
Legislative Affairs Manager