Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(e) On December 23, 2022, Orange Bank & Trust Company (the "Bank"), the wholly owned banking subsidiary of Orange County Bancorp, Inc. (the "Company"), approved and adopted the Orange Bank & Trust Company Non-qualified Deferred Compensation Plan (the "Plan) as a vehicle for select executives to defer receipt of certain compensation earned for service with the Bank and its affiliates until separation from service (other than death), a specified date/age or death. Participation in the Plan is voluntary and limited to a select group of management or highly compensated employees selected by the Compensation Committee of the Board of Directors of the Bank in its sole discretion. The Company's Named Executive Officers, President and Chief Executive Officer Michael Gilfeather, Senior Executive Vice President and Chief Financial Officer Robert Peacock and Regional President Joseph A. Ruhl were selected for participation. Participation in the Plan commences upon the timely completion of an irrevocable Deferral Election and Distribution Form.

Elective deferrals are credited to participant accounts on the date a participant's compensation would have been paid to the participant absent the deferral election. Participant accounts are not credited with earnings. Therefore, the value of an account will always equal the dollar amount a participant has deferred into the Plan and will always be 100% vested.

Obligations established under the terms of the Plan may be satisfied from the general assets of the Bank. To the extent that any person acquires a right to receive payments under the Plan, such rights are no greater than the right of an unsecured general creditor of the Bank.

The Plan is a non-qualified deferred compensation plan that is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the "top hat pension plan" requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

The foregoing description of the terms and conditions of the Plan does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Other Exhibits.





   (d) Exhibits

            Number      Description
              10.1        Orange Bank & Trust Company Non-qualified Deferred
                        Compensation Plan
            104         Cover Page Interactive Data File (embedded within the
                        Inline XBRL document)

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