EX 10.1

                 EMPLOYMENT CONTINUITY AGREEMENT


      THIS  AGREEMENT,  dated as of August 4,  1999,  is  between
CHESAPEAKE  CORPORATION, a Virginia corporation  (the  "Company")
and William A. Raaths (the "Employee").

      WHEREAS,  Employee  serves as the  President  of  Wisconsin
Tissue  Mills Inc. (Wisconsin Tissue), a wholly owned  subsidiary
of the Company; and

      WHEREAS,  the Company and Georgia-Pacific Corporation  have
announced their intention to create a joint venture to be engaged
in  the  global  manufacture or sale of "away from  home"  tissue
products and related commercial products; and

      WHEREAS, Wisconsin Tissue intends to contribute its  assets
as a capital contribution in connection with the formation of the
Joint Venture; and

      WHEREAS, the Company recognizes that the Employee has  made
substantial contributions to Wisconsin Tissue; and

      WHEREAS,  the  Company desires that the  Employee  continue
employment with Wisconsin Tissue until the creation of the  Joint
Venture; and

      WHEREAS,  the  Company desires to alleviate or  reduce  the
uncertainties  that  the Employee may feel as  a  result  of  the
Employee's assignment, directly or indirectly, to a new  endeavor
such as the Joint Venture;

      NOW  THEREFORE, in consideration of the premises and mutual
covenants  and agreements set forth herein, the Company  and  the
Employee covenant and agree as follows:

      1.   Term.   The  "Term" of this Agreement  is  the  period
beginning on the date first written above and ending on  the  day
before  the  second  anniversary of the  effective  date  of  the
creation  of  the  Joint  Venture.   Notwithstanding  any   other
provision  of  this Agreement, this Agreement shall terminate  if
the  creation of the Joint Venture is not effective before  March
31, 2000.

     2.  Benefits.  The Employee shall be entitled to receive the
severance   and  welfare  benefits  and  the  pension  supplement
described in this paragraph if, during the Term, (i) the Employee
ceases  to be employed by Wisconsin Tissue because the Employee's
service  has  been terminated by Wisconsin Tissue  without  Cause
(for  purposes of this Agreement, the transfer of the  Employee's
employment  from  Wisconsin Tissue to an affiliate  of  Wisconsin
Tissue  or  to  the Joint Venture shall not be  deemed  to  be  a
termination  of  the Employee's employment),  (ii)  the  Employee
ceases to be employed by the Joint Venture because the Employee's
service has been terminated by the Joint Venture without Cause or
(iii)  the Employee ceases to be employed by Wisconsin Tissue  or
the Joint Venture because the Employee resigned with Good Reason.

        (a)   The  severance benefit payable  under  this
        paragraph  is an amount equal to three (3)  years
        of  the Employee's annual compensation determined
        as  the  Employee's  annual base  salary  (as  in
        effect  on  the date he ceases to be employed  by
        Wisconsin Tissue or the Joint Venture)  plus  his
        target  annual incentive award calculated as  50%
        of  his  annual base salary as in effect  on  his
        termination  date, reduced by the amount  of  any
        severance benefit payable to the Employee by  the
        Joint  Venture  or payable to the Employee  under
        the  Chesapeake  Corporation Salaried  Employees'
        Benefits Continuation Plan. The severance benefit
        payable  under  this paragraph,  less  applicable
        income  and employment taxes and other authorized
        deductions, shall be paid in a single sum as soon
        as practicable following the Employee's cessation
        of  employment with Wisconsin Tissue or the Joint
        Venture.

        (b)   The  welfare benefits provided under  this
        paragraph are continued coverage of the Employee
        and the Employee's eligible dependents under all
        life,  medical  and  dental  benefit  plans  and
        programs  in  which  the  Employee  participates
        immediately  prior  to the  Employee's  date  of
        termination on such terms as are then in effect.
        In  the event that the continued coverage of the
        Employee  or the Employee's eligible  dependents
        in  any  such plan or program is barred  by  its
        terms, the Company shall arrange to provide  the
        Employee  and the Employee's eligible dependents
        with benefits substantially similar to those  to
        which  they  are entitled to receive under  such
        plans  or programs including, by way of  example
        and  not of limitation, the reimbursement of the
        Employee  of  the cost or premium for  continued
        coverage available pursuant to Section 4980B  of
        the  Internal Revenue Code of 1986,  as  amended
        ("COBRA").   The  continued  coverage   provided
        under  this paragraph shall continue  until  the
        earlier  of (i) the end of the Severance  Period
        or  (ii)  the date that the Employee is eligible
        for  similar  coverage under another  employer's
        plan.  For purposes of this Agreement, the  term
        "Severance Period" means the period beginning on
        the date that the Employee ceases to be employed
        by  Wisconsin  Tissue or the Joint  Venture  and
        ending  on  the  date that is  three  (3)  years
        thereafter.

        (c)    The pension supplement payable under  this
        paragraph is an amount equal to the benefit  that
        the   Employee  would  have  accrued  under   the
        Chesapeake   Corporation  Executive  Supplemental
        Retirement  Plan  (the "ESRP") had  the  Employee
        been  an  employee  of  the  Company  during  the
        Severance  Period (i.e., recognizing  as  service
        with  the  Company  the months of  the  Severance
        Period and the Employee's attained age as of  the
        end   of  the  Severance  Period).   The  pension
        supplement payable under this paragraph shall  be
        reduced, but not below zero, by any benefit  that
        the  Employee accrues during the Severance Period
        under  any employee pension benefit plan provided
        by the Wisconsin Tissue or the Joint Venture. The
        present  value of the pension supplement  payable
        under this paragraph, less applicable income  and
        employment taxes and other authorized deductions,
        shall be paid in a single sum to the Employee  as
        soon  as  practicable following the cessation  of
        Employee's  employment with Wisconsin  Tissue  or
        the  Joint  venture.  The present  value  of  the
        pension  supplement payable under this  paragraph
        and   any   offset  or  reductions  for  benefits
        provided by Wisconsin Tissue or the Joint Venture
        shall  be made on an actuarially equivalent basis
        using   the  ESRP's  actuarial  assumptions   and
        methods.

Except as provided under this paragraph, no severance, welfare or
other  benefits are payable to the Employee under this  Agreement
as  a  result of the cessation of his service to Wisconsin Tissue
or the Joint Venture.

     3.  Cause.  For purposes of this Agreement, the term "Cause"
means  the  Employee's  (i) conviction by a  court  of  competent
jurisdiction  for,  or pleading no contest  to,  a  felony;  (ii)
breach  of  any  material obligation to Wisconsin Tissue  or  the
Joint  Venture  or (iii) willful neglect of duties  to  Wisconsin
Tissue  or the Joint Venture which is not corrected within thirty
days after written notice to the Employee or willful and material
misconduct in the performance of such duties.

      4.   Good Reason.  For purposes of this Agreement, the term
"Good  Reason"  means (i) a material reduction in the  Employee's
duties or responsibilities; (ii) the failure, by Wisconsin Tissue
or  the  Joint  Venture, to permit the Employee to exercise  such
responsibilities as are consistent with the Employee's  position;
(iii)  a  requirement that the Employee relocate more than  fifty
miles  from the Employee's current place of employment (except  a
requirement  that  the Employee relocate to the Atlanta,  Georgia
metropolitan  area); (iv) a material reduction in the  Employee's
base  salary or the payment to the Employee by the Joint  Venture
of  a  base  salary that is materially less than the base  salary
payable  to  the  Employee  by  Wisconsin  Tissue  as  in  effect
immediately before the Employee is employed by the Joint  Venture
or  (v) the failure, by the Joint Venture, to make a payment when
due to the Employee.

      5.   Confidentiality.  During the period of his  employment
with Wisconsin Tissue, the Company or both, the Employee has  had
access to certain confidential, non-public information concerning
the Company (the "Information").  The Employee agrees to maintain
the  Information  as confidential and not disclose  it  to  third
parties  or use it in his employment with any direct or  indirect
competitor  of  the Company.  The Employee agrees  that  if  this
confidentiality  obligation is breached, the  Company  shall,  in
addition  to other available remedies, be entitled to  injunctive
relief.

     6.   Covenant Not to Compete.  The Employee agrees  that  he
will  not  take  certain actions that would be  damaging  to  the
competitive  position of Wisconsin Tissue or the  Joint  Venture.
By  making  this  commitment the Employee  agrees  that,  if  the
Employee's employment with Wisconsin Tissue or the Joint  Venture
is  terminated  during the term of this Agreement, the  Employee,
during  the  twelve months following the Employee's cessation  of
employment,  will not (a) accept any employment  with,  ownership
interest in, or engagement as a consultant, contractor or service
provider to any business engaged in the commercial and industrial
tissues  segment of the paper industry or (b) on  behalf  of  any
such  business  solicit  any business  that  was  a  customer  of
Wisconsin Tissue or the Joint Venture during the preceding twelve
months.   The Employee understands and agrees that each provision
of  this Agreement is a separate and independent clause,  and  if
any  clause  should be found unenforceable, that will not  affect
the  enforceability of the other clauses.  In the event that  any
of  the  provisions of this Agreement should ever  be  deemed  to
exceed   the   time,  geographic  area  or  activity  limitations
permitted  by applicable law, the Company and the Employee  agree
that  such  provisions must be and are reformed  to  the  maximum
time,  geographic  area  and activity  limitations  permitted  by
applicable   law,  and  expressly  authorize   a   court   having
jurisdiction  to  reform  the provisions  to  the  maximum  time,
geographic  area and activity limitations permitted by applicable
law.

      7.   Successors.  This Agreement shall inure to the benefit
of  and  be binding on any successor (whether direct or indirect,
by  purchase,  merger  consolidation  or  otherwise)  to  all  or
substantially all of the business and/or assets of the Company in
the same manner and to the same extent that the Company would  be
required  to  perform it if no such succession had  taken  place.
This  Agreement shall inure to the benefit of and be  enforceable
by    the   personal   or   legal   representatives,   executors,
administrators,  successors, heirs,  distributees,  devisees  and
legatees  of  the  Employee.  The Company may assign  its  rights
under paragraphs 5 and 6 of this Agreement.

      8.   Modification, etc.  No provision of this Agreement may
be   modified,   waived   or  discharged  unless   such   waiver,
modification or discharge is agreed to in writing and  signed  by
the  Employee and a duly authorized officer of the  Company.   No
waiver  by either party hereto at any time of any breach  by  the
other  party  hereto  of, or compliance with,  any  condition  or
provision  of this Agreement to be performed by such other  party
shall  be deemed a waiver of similar or dissimilar provisions  or
conditions  at the same or at any prior or subsequent  time.   No
agreements  or  representations, oral or  otherwise,  express  or
implied, with respect to the subject matter hereof have been made
by  either  party  which  are not set  forth  expressly  in  this
Agreement.  For  purposes  of  this Agreement  any  reference  to
Wisconsin  Tissue  or the Joint Venture include their  respective
affiliates   and   successors.  The   validity,   interpretation,
construction and performance of this Agreement shall be  governed
by  the  laws  of  the Commonwealth of Virginia, other  than  its
choice of laws provision.

      9.  Enforceability.  The invalidity or unenforceability  of
any provision of this Agreement shall not affect the validity  or
enforceability  of any other provision of this  Agreement,  which
shall remain in full force and effect.

     IN WITNESS WHEREOF, the Company has caused this Agreement to
be duly executed on its behalf and the Employee has duly executed
this Agreement, all as of the date first above written.



William A. Raaths                       CHESAPEAKE CORPORATION


__________________________
                                        By: Thomas A. Smith
                                        __________________________
                                            Thomas A. Smith
                                        Title Vice President - Human
                                        Resources