EXHIBIT 10.9
                                                                    ------------


                                STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS

1.       Purpose.

         The purpose of the Birmingham Utilities, Inc. Stock Option Plan for
         Non-Employee Directors (the "Plan") is to promote the interests of
         Birmingham Utilities, Inc. (the "Company') and its shareholders by
         encouraging Non-Employee Directors of the Company to have a direct and
         personal stake in the performance of the Company's Common Stock.

2.       Definitions.

         Unless the context clearly indicates otherwise, the following terms
         have the meanings set forth below. Whenever applicable, the masculine
         pronoun shall include the feminine pronoun and the singular shall
         include the plural.

         "Board of Directors" or "Board" means the Board of Directors of the
         Company.

         "Business Day" shall mean any day except Saturday, Sunday or a legal
         holiday in the State of Connecticut.

         "Code" means the Internal Revenue Code of 1986, as amended, now in
         effect or as amended from time to time and any successor provisions
         thereto.

         "Committee" means the Personnel and Pension Committee of three or more
         members appointed by the Board of directors and selected from those
         directors who are not employees of the corporation, its parent or any
         Subsidiary, as defined in Section 424(e) and (f) of the code. The Board
         may at any time and from time to time remove any member of the
         Committee, with or without cause, appoint additional members to the
         Committee and fill vacancies, however caused, in the Committee. A
         majority of the members of the committee shall constitute a quorum. All
         determinations of the Committee shall be made by a majority of its
         members. Any decision or determination of the Committee reduced to
         writing and signed by all of the members of the Committee shall be
         fully as effective as if it had been made at a meeting duly called and
         held.

         "Common Stock" means the common stock, without par value, of the
         Company.

         "Company" means Birmingham Utilities, Inc., a Connecticut corporation.

         "Disability", as applied to a Grantee, shall have the meaning set forth
         in Section 22(e)(3) of the Code.
<PAGE>

         "Fair Market Value" of a share of Common Stock on any particular date
         is the average of the high and low sales price of a share of Common
         Stock on the American Stock Exchange (or any exchange on which the
         common Stock is then traded) as reported for that date by AMEX or, if
         no sales price is reported for that date, the average bid quotation for
         the Common Stock on that date as reported by AMEX; provided, however,
         that if no such sales or quotation are reported by AMEX for such date,
         the Fair Market Value of a share of Common Stock on such date shall be
         the average of the high and low sales price or, if no sales price is
         reported for that date, the average bid quotation as reported by AMEX
         for the first Business Day immediately after such date on which such
         sales or quotation are reported.

         "Grant Date", as used with respect to a particular Option, means the
         date on which such Option is granted pursuant to the Plan.

         "Grantee" means the Non-Employee Director to whom an Option is granted
         pursuant to the Plan.

         "Option" means an option granted pursuant to the Plan to purchase
         shares of common Stock, which shall be a non-qualified stock option,
         not intended to qualify as incentive stock options under Section 422 of
         the Code.

         "Non-Employee Director" shall mean a member of the Board of Directors
         who is not an employee of the company or any Subsidiary.

         "Plan" means the Birmingham Utilities, Inc. Stock Option Plan for
         Non-Employee Directors as set forth herein and as amended from time to
         time.

         "Retirement" as applied to a Non-Employee director, shall mean when a
         Grantee ceases to serve as a member of the Board following attaining
         seventy (70) years of age.

         "Subsidiary" shall mean a "subsidiary corporation" of the company as
         defined in Section 425(f) of the Code.

         "The 1934 Act" means the Securities Exchange Act of 1934, as amended,
         now in effect or as amended from time to time and any successor
         provisions thereto.

3.       Administration.

         (a)   General. The Plan shall be administered by the Committee, which
         shall have full power and authority, subject to the provisions of the
         Plan, to supervise administration of the Plan and interpret the
         provisions of the Plan and any Options granted hereunder. Any decision
         by the Committee shall be final and binding on all parties. No member
         of the Committee shall be liable for any determination, decision or
         action made in good faith
<PAGE>

         with respect to the Plan or any Options under the Plan. The committee
         may delegate any of such responsibilities to one or more agents and may
         retain advisors to advise it. No Grantee shall participate in the
         decision of any questions relating exclusively to an Option granted to
         that Grantee.

         (b)   Rules and Interpretation. The Committee shall be vested with full
         authority to make such rules and regulations, as it deems necessary to
         administer the Plan and to interpret and administer the provisions of
         the Plan in a uniform manner. Any determination, decision or action of
         the Committee in Connecticut with the construction, interpretation,
         administration or application of the Plan shall be final, conclusive
         and binding on all parties. The Committee's administrative functions
         shall be ministerial in nature in view of the Plan's explicit
         provisions including those related to eligibility for, timing, price
         and amount of Option grants.

4.       Eligibility.

         The persons eligible to receive Options under the Plan are the
         Non-Employee Directors of the Company.

5.       Effective Date of the Plan and Term of Option Period.

         The plan shall become effective upon its adoption by the Board of
         Directors, provided, that no Option granted pursuant to the Plan shall
         be exercised or will vest prior to (1) the approval of the Plan by the
         Company's shareholders within twelve (12) months of its adoption by the
         Board, and (32) the approval of the Plan by the Connecticut Department
         of Public Utility Control. The term during which awards may be granted
         under the Plan shall expire on the tenth anniversary of the adoption of
         the Plan by the Board of Directors. Subject to the provisions of
         Article 12 hereof, the period during which an Option granted under the
         Plan may be exercised shall expire on the tenth anniversary of the
         Grant Date of the Option.

6.       Shares Subject to the Plan.

         The shares of common Stock that may be delivered upon the exercise of
         Options under the Plan shall be shares of the Company's authorized
         common Stock and may be unissued shares or reacquired shares, as the
         Board of directors may from time to time determine. Subject to
         adjustment as provided in Article 13 hereof, the aggregate number of
         shares to be delivered under the Plan shall not exceed 60,000 shares.
         If any shares are subject to an Option which for any reason expires or
         terminates during the term of the Plan prior to the issuance of such
         shares, the shares subject to but not delivered under such Option shall
         be available for issuance under the Plan. If, on any Grant Date, the
         aggregate number of shares of common Stock subject to Option grants on
         that date exceeds the remaining number of shares of Common Stock
         subject to Option grants on that date exceeds the remaining number of
         shares reserved for issuance under the Plan,
<PAGE>

         the number of Option shares awarded to each Non-Employee Director to
         whom Options shall be granted on such date shall be reduced pro rata so
         that the aggregate number of Option shares awarded to such Non-Employee
         Directors equals the number of reserved shares of Common Stock
         remaining under the Plan.

7.       Options.

         (a)  Grant of Options. On September 6, 2000, each Non-Employee Director
         of the Company who became a Director after December 31, 1999, shall be
         granted an Option, upon the terms and conditions specified in the Plan,
         to purchase 2,500 shares of common Stock. Commencing on August 1, 2001
         and on each August 1st thereafter (or, if August 1st is not a Business
         Day, the first preceding Business Day) during the term of the Plan,
         each Non-Employee director of the company shall automatically be
         granted a stock option to purchase 2,500 shares of common Stock upon
         the terms and conditions specified in the Plan. Notwithstanding the
         foregoing provisions of this paragraph, no Non-Employee Director shall
         receive Options under the Plan to purchase more than an aggregate
         amount of 10,000 shares of Common Stock.

         (b)  Terms of Options. Each Option granted under the Plan shall have
         the following terms and conditions:

         (i)  Price. The exercise price per share of each Option shall equal the
              greater of the Fair Market Value of a share of common Stock on the
              Grant Date or the par value per share of the Common Stock, if any,
              on the date of exercise of such option;

         (ii) Term. The term of each Option shall be for a period of ten (10)
              years from the Grant Date unless terminated earlier in accordance
              with the Plan;

         (iii) Time of Exercise. Unless an Option is terminated or the time of
              its exercisability is accelerated in accordance with the Plan,
              each Option shall be exercisable only to the extent of one-half of
              the number of shares of the Common Stock to which it relates on or
              after the first anniversary of its Grant Date and shall be
              exercisable to the extent of the remaining one-half of such shares
              only on or after the second anniversary of the Grant Date, so that
              the Options shall be exercisable in full only on or after the
              second anniversary of the Grant Date.

         (iv) Acceleration of Exercisability. Notwithstanding the schedule
              provided in subparagraph (iii) hereof, an Option shall become
              fully exercisable on\\upon the occurrence of the Grantee's death
              or withdrawal from the Board of Directors by reason of such
              Non-Employee Director's Disability or Retirement; and

         (v)  Option Agreement. Each Option shall be evidenced by an Option
              Agreement substantially in the form attached to this Plan as
              Appendix A.
<PAGE>

8.       Exercise of Options.

         (a) Each Option granted shall be exercisable in whole or in part at any
         time, or from time to time, during the Option term as specified in the
         Plan, provided that the election to exercise an Option shall be made in
         accordance with applicable Federal laws and regulations. Each Option
         may be exercised by delivery of a written notice to the company stating
         the number of shares to be exercised and accompanied by the payment of
         the Option exercise price therefore in accordance with this Article.
         The Grantee shall furnish the Company, prior to the delivery of any
         shares upon the exercise of an Option with such other documents and
         representations as the Company may require, to assure compliance with
         applicable laws and regulations.

         (b)  No Option may at any time be exercised with respect to a
         fractional share. In the event that shares are issued pursuant to the
         exercise of an Option, no fractional shares shall be issued and cash
         equal to the Fair Market Value of such fractional share on the date of
         the delivery of the exercise notice shall be given in lieu of such
         fractional shares.

         (c)  No shares shall be delivered pursuant to the exercise of any
         Option, in whole or in part, until qualified for delivery under such
         securities laws and regulations as the Board of Directors may deem to
         be applicable thereto and until payment in full of the Option price is
         received by the Company in cash, by check or in shares of Common Stock
         as provided in Article 9 hereof. Neither the holder of an Option nor
         such holder's legal representative, legatee, or distributee shall be or
         be deemed to be a holder of any shares subject to such Option unless
         and until a certificate or certificates therefore is issued in his or
         her name or a person designated by him or her.

9.       Stock as Form of Exercise Payment.

         A grantee who owns shares of common Stock may elect to use the
         previously acquired shares, valued at the Fair Market Value on the last
         Business Day preceding the date of delivery of such shares, to pay all
         or part of the exercise price of an Option, provided, however, that
         such form of payment shall not be permitted unless at least one hundred
         shares of such previously acquired shares are required and delivered
         for such purpose and the shares delivered have been held by the Grantee
         for at least six months.

10.      Withholding Taxes for Awards.

         Each Grantee exercising an Option as a condition to such exercise shall
         pay to the Company the amount, if any, required to be withheld from
         distributions resulting from such exercise under applicable Federal and
         State income tax laws ("Withholding Taxes"). Such Withholding Taxes
         shall be payable as of the date income from the award is includable in
         the Grantee's gross income for Federal income tax purposes (the "Tax
         Date"). The Grantee may satisfy this requirement by remitting to the
         Company in cash or by check the amount of such Withholding Taxes or a
         number of previously owned shares of common Stock having an aggregate
         Fair Market Value last of the last Business Day preceding the Tax Date
         equal to the amount of such Withholding Taxes.
<PAGE>

11.      Transfer of Awards.

         Options granted under the Plan may not be transferred except by will or
         the laws of descent and distribution or pursuant to a qualified
         domestic relations order, as defined in the Code, and, during the
         Grantee's lifetime, may be exercised only by said Grantee or by said
         Grantee's guardian or legal representative, provided, however, that if
         Rule 16b-3 under the 1934 Act is amended to permit restricted or
         unrestricted transfers of derivative securities granted under plans
         intended to qualify for the exemption provided by such rule, then if
         permitted in accordance with such transferability restrictions imposed
         by Rule 16b-3 if any, as so amended, the options heretofore and
         hereafter granted under the Plan shall be transferable without payment
         of consideration, to immediate family members of the Grantee or to
         trusts or partnerships for such immediate family members.

12.      Death, Disability, Retirement and Termination of Director Status.

         (a)  An Option which has not theretofore expired shall terminate at the
         time of the death of the Grantee or if the Grantee ceases to be a
         member of the Board, and no shares may thereafter be delivered pursuant
         to such Option, except that, subject to the condition that no Option
         may be exercised in whole or in part after the tenth anniversary of its
         Grant Date;

         (i)  Upon termination of board membership of any such Grantee due to
              Disability or Retirement, the Grantee may, within a period of
              three years after the date of such termination, purchase some or
              all of the shares covered by the Grantee's Options which were
              exercisable immediately prior to such termination; and

         (ii) Upon termination of Board membership of any such Grantee due to
              any reason other than the Grantee's death, Disability or
              Retirement, the Grantee may, within three months after the date of
              such termination, purchase some or all of the shares covered by
              the Grantee's Options which were exercisable immediately prior to
              such termination, provided that, notwithstanding the foregoing,
              the Options of a Grantee shall automatically terminate as of the
              date his or her directorship is terminated, if terminated on
              account of any act of (a) fraud or intentional misrepresentation,
              or (b) embezzlement, misappropriation or conversion of assets or
              opportunities of the Company or an Subsidiary; and

         (iii) Upon the death of any such Grantee while serving on the Board or
              of any such disabled or retired Grantee within the
              above-referenced period, the person or persons to whom the rights
              under the Option are transferred by will or the laws of descent
              and distribution may, within twelve months after the date of the
              Grantee's death, exercise some or all of the Grantee's Options
              which were exercisable on the date of death by the Grantee.
<PAGE>

13.      Change of Ownership.

         In the event of (a) a dissolution or liquidation of the Company, (b) a
         merger or consolidation in which the Company is not the surviving
         corporation, or (c) any other capital reorganization in which more than
         fifty percent (50%) of the shares of the Company entitled to vote are
         exchanged, the Company s hall give to each Non-Employee Director, at
         the time of adoption of the plan for liquidation, dissolution, merger,
         consolidation or reorganization, either (i) a reasonable time
         thereafter within which to exercise the Option, prior to the
         effectiveness of such liquidation, dissolution, merger, consolidation
         or reorganization, at the end of which time the Option shall terminate,
         or (ii) the right to exercise the Option (or a substitute Option) as to
         an equivalent number of shares of stock of the corporation succeeding
         the Company or acquiring its business by reason of such liquidation,
         dissolution, merger, consolidation or reorganization.

14.      Adjustment Upon Changes in Capitalization.

         (a)  Changes in Capitalization. If the number of shares of Common Stock
         of the Company as a whole are increased, decreased or changed into, or
         exchanged for, a different number or kind of shares or securities of
         the company, whether through merger, consolidation, reorganization,
         recapitalization, reclassification, stock dividend, stock split,
         combination of shares, exchange of shares, change in corporate
         structure or the like, an appropriate and proportionate adjustment
         shall be made in the number and kind of shares subject to this Plan,
         and in the number, kind, and per share exercise price of shares of
         Common Stock subject to unexercised Options or portions thereof granted
         prior to any such change. Any such adjustment in an outstanding option,
         however, shall be made without a change in the total price applicable
         to the unexercised portion of the Option but with a corresponding
         adjustment in the price for ach share covered by the Option.

         (b)  Acquisition. Upon a reorganization, merger or consolidation in
         which the Company is not the surviving corporation, or upon the sale of
         all or substantially all of the property of the Company to another
         corporation, provision shall be made in connection with such
         transaction for the assumption of the Plan and the Options theretofore
         granted by the success or corporation. Provision may, alternatively, be
         made for the substitution for such Options of new options of the
         successor corporation or a parent or subsidiary thereof. In any such
         case, appropriate adjustment as to the number and kind of shares and
         the per share exercise prices shall be made. No fractional shares of
         stock shall be issued under the Plan on account of any adjustment
         specified above.
<PAGE>

         (C)  Dissolution or Liquidation. Upon the dissolution or liquidation of
         the Company, this Plan and the Options issued thereunder shall
         terminate.

15.      Legal Restrictions.

         The Company will not be obligated to issue shares of common Stock or
         make any payment if counsel to the Company determines that such
         issuance or payment would violate any law or regulation of any
         governmental authority or any agreement between the Company and any
         national securities exchange on which the common stock is listed. In
         connection with any stock issuance or transfer, the person acquiring
         the share s hall, if requested by the Company, give assurances
         satisfactory to counsel to the Company regarding such matters as the
         Company may deem desirable to assure compliance with all legal
         requirements. The Company shall in no event be obliged to take any
         action in order to cause the exercise of any aware under the Plan.

16.      No Rights as Shareholders.

         No Grantee, and no beneficiary or other person claiming through a
         Grantee, shall have any interest in any share of Common Stock allocate
         for the purposes of the Plan or subject to any award until such shares
         of common Stock shall have been transferred to the Grantee or such
         person. Furthermore, the existence of awards under the Plan shall not
         affect: the right or power of the Company or its stockholders to make
         adjustments, recapitalizations, reorganization or other changes in the
         Company's capital structure; the dissolution or liquidation of the
         Company, or the sale or transfer of any part of its assets or business;
         or any other corporate act, whether of a similar character or
         otherwise.

17.      Board Membership.

         Nothing in the plan or in any Option shall confer upon any Grantee any
         right to continue as a director of0 the Company or interfere in any way
         with the right of the Company's shareholders to remove a director at
         any time.
<PAGE>
                                                                      APPENDIX A

                             STOCK OPTION AGREEMENT
                                    UNDER THE
                  BIRMINGHAM UTILITIES, INC. STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS


         Pursuant to Article 7 of the Birmingham Utilities, Inc. Stock Option
Plan for Non-Employee Directors (the "Plan"), Birmingham Utilities, Inc. (the
"Company"), this day of 20__, (the "Grant Date"), hereby grants to
_____________________ ("Director") a non-qualified stock option to purchase an
aggregate of ________________shares of the Common Stock of the Company at $ per
share, on the terms and conditions hereinafter set forth and set forth in the
Plan. This option will expire at the Company's close of business on ___________,
20___, unless sooner terminated in accordance with the terms of the Plan.

         1. The Company hereby grants to Director a non-qualified stock option
(the "Option") to purchase on or before the expiration date indicated above, at
the purchase price stated above, the number of shares of the Company's Common
Stock set forth above. No option granted under the Plan shall be exercised or
will vest unless and until the Plan is approved by the Company's shareholders
and the Connecticut Department of Public Utility Control.

         2. The term of this Option shall commence on the date of this Agreement
and shall terminate, unless sooner terminated by the terms of the Plan, at the
close of business on the day preceding the tenth anniversary of the date of this
Agreement as set forth above, if the Company is open for business on such day,
or the close of the Company's business on the next preceding day that the
Company is open for business. Unless the Option is terminated or the time of its
exercisability is accelerated in accordance with the Plan, the Option shall be
exercisable only to the extent of one-half of the number of shares of the Common
Stock to which it relates on or after the first anniversary of its Grant Date
set forth above and shall be exercisable to the extent of the remaining one-half
of such shares only on or after the second anniversary of the Grant Date, so
that the Option shall be exercisable in full only on or after the second
anniversary of the Grant Date. This Option shall become immediately exercisable
under the circumstances described in Section 7(b)(iv) of the Plan.
<PAGE>

         3. This Option may be exercised, in whole or in part, by written
notification delivered in person or by mail to the Secretary of the Company at
its offices at 230 Beaver Street, Ansonia, Connecticut. Such notification shall
specify the number of shares with respect to which the Option is being exercised
and shall be accompanied by payment for such shares. The Secretary of the
Company will provide Director with a form of exercise notice upon request. The
Option may not be exercised with respect to a fractional share. Payment is to be
made by check payable to the order of the Company or by one of the alternative
methods of payment described in the Plan. No shares shall be sold or delivered
hereunder until full payment for such shares has been made and all checks
delivered in payment therefor have been collected. Director shall not have any
rights of a shareholder with respect to any Common Stock received upon exercise
of the Option until certificates for such Common Stock have been actually issued
to Director in accordance with the terms hereof.

         4. The Company shall not be required to issue or deliver any
certificate or certificates for shares of its Common Stock purchased upon the
exercise of any part of this Option prior to (i) the admission of such shares to
listing on any stock exchange on which the stock may then be listed, (ii) the
completion of any registration or other qualification of such shares under any
applicable law, rule or regulation, (iii) the obtaining of any consent or
approval or other clearance from any governmental agency which the Company
determines to be necessary or advisable, and (iv) the payment to the Company,
upon its demand, of any amount requested by the Company for the purpose of
satisfying its liability, if any, to withhold federal, state or local income or
earnings tax or any other applicable tax or assessment (plus interest or
penalties thereon, if any, caused by a delay in making such payment) incurred by
reason of the exercise of this Option or the transfer of such shares thereupon.
The Option shall be exercised and shares of the Company's Common Stock issued
only upon compliance with the Securities Act of 1933, as amended (the "Act"),
and any other applicable securities laws, and Director agrees to comply with any
requirements imposed by the Committee. Because Director is an "affiliate" of the
Company (as that term is defined in Rule 144 promulgated under the Act, and
which generally includes directors), by accepting this Agreement, you agree that
you will dispose of the stock acquired upon exercise of the Option only in
compliance with Rule 144 or in such other manner as will not violate the Act and
the rules and regulations promulgated thereunder, and any other applicable
securities law.

         5. This Option is not transferable by Director otherwise than by will
or by the laws of descent and distribution or pursuant to a qualified domestic
relations order, as defined in the Code, and is exercisable, during Director's
life, only by Director or by Director's guardian or legal representative, unless
and to the extent transferability becomes permitted under the terms of the Plan.
Any attempted assignment, transfer, pledge, hypothecation or other disposition
of the Option contrary to the provisions hereof shall be null and void. This
Option does not confer upon Director any right with respect to continuation of
Director's service as a director of the Company or any of its subsidiaries, and
will not interfere in any way with the right of the Company's shareholders or
the shareholders of any of its Subsidiaries to terminate Director's service as a
director.

         6. Upon the termination of Director's service as a member of the Board
of Directors, the Director may exercise this Option, provided that it has
vested, to the full extent of the number of the shares of Common Stock remaining
under such Option, regardless of whether such Option was previously exercisable,
in accordance with the conditions of Article 12 of the Plan.
<PAGE>

         7. This Option shall be irrevocable during the Option period and its
validity and construction shall be governed by the laws of the State of
Connecticut. The terms and conditions herein set forth are subject in all
respects to the terms and conditions of the Plan, which shall be controlling.
You agree to execute such other agreements, documents or assignments as may be
necessary to desirable to effect the purposes of this Agreement.

         8. The grant of this Option shall be binding and effective only if this
Agreement is executed by or on behalf of the Company and by you and a signed
copy is returned to the Company.

         9. All capitalized terms used in this Agreement which are not defined
herein shall have the meaning given to them in the Plan unless the context
clearly requires otherwise.



                                            BIRMINGHAM UTILITIES, INC.

                                            By
                                               -----------------------------
                                               Its





         I hereby acknowledge receipt of the Stock Option (the "Option") granted
on the date shown above, which has been issued to me under the terms and
conditions of Birmingham Utilities, Inc. Stock Option Plan for Non-Employee
Directors. I agree to conform to all of the terms and conditions of the Option
and the Plan.

Date:                      Your Signature:
      ----------------                     ------------------------