On October 31, 2008, Roanoke Gas Company, a subsidiary of RGC Resources, Inc., entered into a Promissory Note in the principal amount of $5,000,000 in favor of Branch Banking and Trust Company ("BB&T"), and entered into a Loan Agreement with BB&T for the purpose of refinancing debt that matured on July 1, 2008 and had been financed since maturity under the Company's line-of-credit agreement. The note has a term of seven years and provides for quarterly payments of accrued interest. The interest rate is three-month LIBOR plus 1.25%.

Also on October 31, 2008, Roanoke Gas Company executed an interest rate swap agreement for $5,000,000 corresponding to the term of the Promissory Note, which effectively converted the variable rate note to a fixed rate instrument with an effective annual interest rate of 5.79%

In addition and in connection with the above Promissory Note and Loan Agreement, also on October 31, 2008, RGC Resources, Inc., executed a Guaranty Agreement in favor of BB&T unconditionally guaranteeing timely payment and performance of any obligations of Roanoke Gas Company to BB&T.

(d) Exhibits.

10.1      Promissory Note in the original principal amount of $5,000,000 by and
          between Roanoke Gas Company and BB&T, dated October 31, 2008, along with
          the Addendum of the same date.

10.2      Loan Agreement by and between Roanoke Gas Company and BB&T, dated
          October 31, 2008.

10.3      ISDA Master Agreement by and between Roanoke Gas Company and BB&T, dated
          as of October 27, 2008.

10.4      Guaranty Agreement by and between RGC Resources, Inc. and BB&T, dated
          October 31, 2008.