EXHIBIT 10.1



                                        April 1, 1998



Mr. J. Carter Fox
8019 Riverside Drive
Richmond, VA  23225

Dear Carter:

     With your agreement, Chesapeake Corporation (the "Company") will
retain your consulting services on the following terms and conditions:

     1.   You will provide consulting services for the Company on
          special projects related to corporate development, business
          strategy and organizational development activities as
          specifically agreed upon between you and me.  The activities
          are expected to include woodlands and wood products
          activities, and business development in Europe.  You will
          provide the services in a professional manner and consistent
          with the quality standards of the Company. 

     2.   You will provide your services to the Company as an
          independent contractor, and the providing of such services
          shall not be construed as establishing an employer-employee
          relationship between you and the Company.  The Company is
          interested only in the results to be achieved, and the
          conduct and control of your work will be solely with you. 
          The Company requests that you render your services in a
          timely manner, but is our intention that your services be
          rendered at your convenience, and you shall operate without
          supervision and accomplish the services in a manner that you
          deem appropriate.  The scope of the consulting services over
          the term of this agreement is expected to require
          approximately forty (40) days of your time.

     3.   You will commence providing the consulting services
          described herein on April 1, 1998, and this Agreement will
          conclude on March 31, 1999, or at such other time as the
          parties mutually agree to terminate it.
               <PAGE>
     
     April 1, 1998
     Page Two

     4.   As compensation for your consulting services during the term
          of this agreement, the Company agrees to pay you a fee of
          $1,500.00 per day that you perform services for the Company
          pursuant to this agreement (including per diem compensation
          for days in excess of the 40 days estimated to perform your
          duties under this agreement), provided that a minimum fee of
          $3,000.00 per month shall be paid each month, and applied as
          a credit on the per diem fee if any payable for that month,
          on or before the fifth day of each month commencing with the
          month in which this agreement commences.  For the purposes
          of this agreement, a day shall be deemed to consist of not
          less than six (6) hours in a twenty-four (24) consecutive
          hour period devoted to performing services under this
          agreement.  Employee FICA and withholding taxes will not be
          deducted from this compensation, and this compensation will
          be reported to the Internal Revenue Service as compensation
          paid to an independent contractor.  As an independent
          contractor, you will not be eligible to participate in the
          Company's employee benefit programs, except to the extent
          you may be eligible to participate in your capacity as a
          retired employee or under the terms of other agreements with
          the Company. 

     5.   You will be reimbursed by the Company for reasonable
          business expenses incurred in your performance of services
          covered by this agreement in a manner consistent with the
          Company's reimbursement policy, provided that expenses for
          out-of-town travel shall be reimbursed only if the travel is
          authorized in advance.

     6.   If you die or become physically unable to perform the
          services provided for in this agreement, this agreement will
          be terminated as of that time.  Also, this agreement may be
          terminated at any time by mutual consent of both parties. 
          In either event, the relevant provisions in &7 will continue
          to apply. 

     For and in consideration of the payments made to you under this
agreement, you agree that any confidential information to
which you may have access or obtain knowledge of while performing
your services as a consultant to the Company shall be maintained
as confidential and not disclosed to any third parties unless
required by a court or administrative agency order. This
commitment will survive termination of this agreement for three
(3) years.  Your use of confidential information which you
received or had access to and which subsequently was made public
by the Company will not be restricted.

April 1, 1998
Page Three

     It is understood and agreed that this agreement is fully binding
on the Company and its successors in interest and assigns.  
     
     If you agree to provide consulting services to the Company on the
terms and conditions set forth in this letter, please countersign the
enclosed copy of this letter and return it to the Company.

                                   Sincerely,




                                   Thomas H. Johnson 
                                   President & CEO




     I agree to provide the consulting services described above, on
the terms and conditions described above.


April _____, 1998                  ----------------------------
                                          J. Carter Fox