Exec Supplemental Retirement Plan


    Exhibit
      10.4

    


    


    


    


    


    


    


    


    CHESAPEAKE
      CORPORATION

     

    EXECUTIVE
      SUPPLEMENTAL RETIREMENT PLAN

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    As
      Amended and Restated

    Effective
      January 1, 2007

     

    



    
      
        
          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          
 

        

      

      Chesapeake
        Corporation

      Executive
        Supplemental Retirement Plan

      As
        Amended and Restated

      Effective
        January 1, 2007

    



    
      	
               

              INTRODUCTION

               

            	
               

              1

               

            
	
               

              ARTICLE
                I DEFINITIONS

               

            	
               

              2

               

            
	
              1.01.

            	
              Accrued
                Benefit

            	
              2

            
	
              1.02.

            	
              Actuarial
                Equivalent

            	
              2

            
	
              1.03.

            	
              Affiliate

            	
              2

            
	
              1.04.

            	
              Annuity
                Starting Date

            	
              2

            
	
              1.05.

            	
              Board

            	
              2

            
	
              1.06.

            	
              Change
                in Control

            	
              3

            
	
              1.07.

            	
              Committee

            	
              3

            
	
              1.08.

            	
              Compensation

            	
              3

            
	
              1.09.

            	
              Control
                Change Date

            	
              3

            
	
              1.10.

            	
              Credited
                Service

            	
              3

            
	
              1.11.

            	
              Current
                SERP Participant

            	
              3

            
	
              1.12.

            	
              Effective
                Date

            	
              3

            
	
              1.13.

            	
              Employee

            	
              3

            
	
              1.14.

            	
              Final
                Average Compensation

            	
              4

            
	
              1.15.

            	
              Final
                Average Incentive Pay

            	
              4

            
	
              1.16.

            	
              Incentive
                Pay

            	
              5

            
	
              1.17.

            	
              New
                SERP Participant

            	
              5

            
	
              1.18.

            	
              Participant

            	
              5

            
	
              1.19.

            	
              Participation
                Service

            	
              6

            
	
              1.20.

            	
              Plan
                Year

            	
              6

            
	
              1.21.

            	
              Qualified
                Pre-Retirement Survivor Annuity

            	
              6

            
	
              1.22.

            	
              Regular
                Retirement Plan

            	
              6

            
	
              1.23.

            	
              Trust

            	
              6

            
	
              1.24.

            	
              Year
                of Service

            	
              6

            
	
              1.25.

            	
              401(k)
                Plan

            	
              6

            
	
              1.26.

            	
              401(k)
                Plan Offset

            	
              7

            
	
               

              ARTICLE
                II GENERAL

               

            	
               

              8

               

            
	
              2.01.

            	
              Rights
                of Participants

            	
              8

            
	
              2.02.

            	
              Liability

            	
              8

            
	
              2.03.

            	
              Coordination
                of Benefits

            	
              8

            
	
               

              ARTICLE
                III PARTICIPATION

               

            	
               

              9

               

            
	
              3.01.

            	
              Eligibility
                to Participate

            	
              9

            
	
              3.02.

            	
              Termination
                of Participation

            	
              9

            
	
               

              ARTICLE
                IV RETIREMENT BENEFITS

               

            	
               

              10

               

            
	
              4.01.

            	
              Normal
                Retirement Benefit

            	
              10

            
	
              4.02.

            	
              Early
                Retirement Benefit

            	
              11

            
	
              4.03.

            	
              Delayed
                Retirement Benefit

            	
              11

            
	
              4.04.

            	
              Disability
                Retirement Benefit

            	
              12

            
	
              4.05.

            	
              Pre-Retirement
                Death Benefit

            	
              12

            
	
              4.06.

            	
              Additional
                Benefit

            	
              13

            
	
              4.07.

            	
              Forfeiture
                of Benefit

            	
              13

            
	
              4.08.

            	
              Method
                of Retirement Payments

            	
              14

            
	
              4.09.

            	
              Retired
                Participants

            	
              15

            
	
              4.10.

            	
              Specified
                Employees

            	
              15

            
	
               

              ARTICLE
                V 401(k) PLAN RESTORATION BENEFITS

               

            	
               

              17

               

            
	
              5.01.

            	
              Effectiveness;
                Eligibility

            	
              17

            
	
              5.02.

            	
              Establishment
                of Account

            	
              17

            
	
              5.03.

            	
              Restoration
                of Matching Contribution

            	
              17

            
	
              5.04.

            	 Restoration
              of Basic Contribution	
              18

            
	
              5.05.

            	
              Investment
                Measures

            	
              18

            
	
              5.06.

            	
              Vesting

            	
              18

            
	
              5.07.

            	
              Distributions

            	
              19

            
	
              5.08.

            	
              Additional
                Benefits

            	
              20

            
	
               

              ARTICLE
                VI AMENDMENTS AND TERMINATION

               

            	
               

              21

               

            
	
               

              ARTICLE
                VII ADMINISTRATION AND INTERPRETATION

               

            	
               

              22

               

            
	
              7.01.

            	
              Administrative
                Rules

            	
              22

            
	
              7.02.

            	
              Claims
                Procedure

            	
              22

            
	
              7.03.

            	
              Governing
                Law

            	
              23

            
	
              7.04.

            	
              Nonassignability

            	
              23

            
	
               

              SIGNATURE
                PAGE

               

            	
               

              24

               

            


    

    


    



    
       

    

    





    
      
         

        


        
        

      

      
        
        

        
          

           

        

      

      
        
        

        
          
            Chesapeake
              Corporation

            Executive
              Supplemental Retirement Plan

            As
              Amended and Restated

            Effective
              January 1, 2007

          

        

      

    


    INTRODUCTION

     

    Effective
      December 31, 1979, the Board of Directors of Chesapeake Corporation
      (“Chesapeake”) adopted this Executive Supplemental Retirement Plan (the “Plan”)
      for selected duly elected corporate and subsidiary officers and selected key
      employees who are Participants in a retirement plan for salaried employees
      of
      Chesapeake or one of its wholly-owned subsidiaries (such plans hereinafter
      referred to as “the Regular Retirement Plan”). The Plan was amended and restated
      effective September 1, 1985, primarily to cover additional Participants and
      to make a number of other clarifying and required changes. The Plan was further
      amended and restated, effective December 1, 2001, to revise the benefit formula,
      to add a change in control provision, to vest participants who earn five years
      of credited service in the replacement portion of their benefit and to add
      a
      pre-retirement death benefit with respect to the replacement benefit for
      participants who die after becoming vested, and to make other miscellaneous
      changes. 

     

    The
      Plan
      is amended and restated as set forth herein, effective as of January 1, 2007.
      Effective as of that date, the Plan distinguishes between Participants who
      are
“Current SERP Participants” and “New SERP Participants.” A Current SERP
      Participant continues to accrue benefits under the defined benefit provisions
      of
      the Plan which are set forth in Plan article IV but are not entitled to receive
      benefits under the defined contribution provisions of the Plan which are set
      forth in Plan article V. Subject to the terms of the Plan, a New SERP
      Participant shall be entitled to receive a benefit under Plan article IV with
      respect to amounts earned, and periods of service through December 31, 2006.
      A
      New SERP Participant also shall be entitled to receive a benefit under Plan
      article V.

    


    The
      Plan
      as amended and restated herein also reflects the requirements of Code section
      409A. Although this amended and restated Plan document is effective as of
      January 1, 2007, the amendments required by Code section 409A are effective
      as
      of January 1, 2005. Prior to the adoption of this amended and restated Plan
      document, the Plan was administered in good faith compliance with the
      requirements of Code section 409A.

    


    The
      purpose of this Plan is to provide retirement benefits in addition to those
      provided under the Regular Retirement Plan and the 401(k) Plan. The combination
      of benefits under the Regular Retirement Plan, the 401(k) Plan and this Plan
      is
      intended to furnish eligible executives with reasonable retirement benefits
      at a
      cost which is practical and equitable to both Chesapeake and such
      executives.

     

    The
      Plan
      is intended to be a plan that is unfunded and maintained primarily for the
      purpose of providing deferred compensation for a “select group of management or
      highly compensated employees” (as such phrase is used in the Employee Retirement
      Income Security Act of 1974). The Plan must be administered and construed in
      a
      manner that is consistent with that intent.

     

    
      
        
        

      

      
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          1
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

        

      

    

     

         
      ARTICLE I  

    DEFINITIONS

     

    The
      terms
      used herein shall have the meanings set forth in Plan article I of the
      Chesapeake Corporation Retirement Plan for Salaried Employees (the “Regular
      Retirement Plan”) or the Chesapeake Corporation Retirement and 401(k) Savings
      Plan (the “401(k) Plan”), except as modified below or otherwise provided in this
      document.

     

    
      	1.01.  	
              Accrued
                Benefit

            


    

     

    Accrued
      Benefit means unless otherwise specified, for any Participant, as of any date,
      the monthly retirement allowance determined in accordance with Plan
      section 4.01 with Final Average Compensation determined as of such date,
      Credited Service or Participation Service being equal to the Credited Service
      or
      Participation Service (as applicable) determined as of the date of
      determination, and for purposes of computing a Participant’s benefit under Plan
      section 4.01(c), his Primary Social Security Benefit determined as the Primary
      Social Security Benefit that would be applicable at the Participant’s attainment
      of age sixty-five (65) assuming (a) no change in the Federal Social Security
      Act
      between the date of such determination and the Participant’s attainment of age
      sixty-five (65); and (b) that the Participant would continue to receive until
      age sixty-five (65) earnings which would be treated as wages for purposes of
      the
      Federal Social Security Act at the same level as he was being compensated at
      the
      date of determination.

     

    
      	1.02.  	
              Actuarial
                Equivalent 

            


    

     

    Actuarial
      Equivalent means, when used in reference to any form of benefit, a form of
      benefit which has the same value as the referenced benefit based on actuarial
      assumptions and procedures employed in determining actuarial equivalences under
      the Regular Retirement Plan.

     

    
      	1.03.  	
              Affiliate 

            


    

     

    Affiliate
      means any corporation which, when considered with the Company, constitutes,
      or
      at the time of consideration constituted, a controlled group of corporations
      within the meaning of Code section 1563(a) determined without reference to
      Code section 1563(a)(4) and 1563(e)(3)(C).

     

    
      	1.04.  	
              Annuity
                Starting Date 

            


    

     

    Annuity
      Starting Date means the first day of the first month for which a benefit is
      payable under Plan article IV.

     

    
      	1.05.  	
              Board

            


    

     

    Board
      means the Board of Directors of Chesapeake Corporation.

     

    
      
        
        

      

      
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          2
          -

        
          

        

      

      
        
          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    
      	
              1.06.  

            	
              Change
                in Control

            


    

     

    Change
      in
      Control means “Change in Control” as defined in the Trust.

     

    
      	1.07.  	
              Committee

            


    

     

    Committee
      means the Executive Compensation Committee of the Board.

     

    
      	1.08.  	
              Compensation 

            


    

     

    (a) Compensation
      means, for purposes of Plan article IV, compensation as defined in the Regular
      Retirement Plan, but determined without regard to any limitations imposed by
      the
      application of Code section 401(a)(17); provided, however, that the Compensation
      of a New SERP Participant shall not include earnings for periods after December
      31, 2006.

     

    (b) Compensation
      means, for purposes of Plan article V, compensation as defined in the 401(k)
      Plan, but without regard to any limitations imposed by the application of Code
      section 401(a)(17).

    


    
      	1.09.  	
              Control
                Change Date 

            


    

     

    Control
      Change Date means “Control Change Date” as defined in the Trust.

     

    
      	1.10.  	
              Credited
                Service 

            


    

     

    Credited
      Service means credited service as defined in the Regular Retirement Plan (or
      the
      similar plan of a subsidiary of Chesapeake under which a Participant is covered)
      unless otherwise specified by the Committee; provided, however, that a New
      SERP
      Participant’s service after December 31, 2006, shall not be recognized as
      Credited Service.

     

    
      	1.11.  	
              Current
                SERP Participant

            


    

     

    Current
      SERP Participant means a Participant who is listed on Exhibit I to the
      Plan.

     

    
      	1.12.  	
              Effective
                Date 

            


    

     

    Effective
      Date means December 31, 1979. The Effective Date of this amended and restated
      Plan is January 1, 2007.

     

    
      	1.13.  	
              Employee

            


    

     

    Employee
      means an employee of Chesapeake or an employee of an Affiliate of Chesapeake
      that is designated by the Board. 

     

    
      
        
        

      

      
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          3
          -

        
          

           

        

      

      
        
          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    
      	1.14.  	
              Final
                Average Compensation

            


    

     

    (a)  Final
      Average Compensation for a Current SERP Participant means, as of the date of
      determination, the sum of

     

    (i)  one-fifth
      of the Current SERP Participant’s Compensation (as defined in Plan section
      1.08(a)), during the sixty consecutive month period (excluding periods of leave
      of absence with reduced or no pay), within the one hundred twenty consecutive
      month period (or the period of employment completed by the individual, if
      shorter), immediately preceding the date of determination which give the
      greatest such amount, or where an individual has completed less than sixty
      months of employment prior to the date of determination, the average annual
      Compensation (as defined in Plan section 1.08(a)), received by the individual
      for such period; plus

     

    (ii)  a
      Participant’s Final Average Incentive Pay.

     

    (b)  Except
      as
      provided in Plan section 1.14(c), Final Average Compensation for a New SERP
      Participant means, as of the date of determination, the sum of

     

    (i)  one-fifth
      of the New SERP Participant’s Compensation (as defined in Plan section 1.08(a)),
      during the sixty consecutive month period (excluding periods of leave of absence
      with reduced or no pay), within the one hundred twenty consecutive month period
      (or the period of employment completed by the individual, if shorter),
      immediately preceding the date of determination which give the greatest such
      amount, or where the individual has completed less than sixty months of
      employment prior to the date of determination, the average annual Compensation
      (as defined in Plan section 1.08(a)), received by the individual for such
      period; plus

     

    (ii)  the
      New
      SERP Participant’s Final Average Incentive Pay.

     

    (c)  Notwithstanding
      Plan section 1.14(b), for purposes of Plan section 4.01(a) and Plan section
      4.01(c), the Final Average Compensation of a New SERP Participant who remains
      in
      the continuous employ of the Company or an Affiliate from January 1, 2007,
      until
      the earlier of attainment of age 55, a Control Change Date or the termination
      of
      employment on account of death or disability shall be the sum of the New SERP
      Participant’s base salary (at the rate in effect on December 31, 2006), plus the
      product of the New SERP Participant’s target bonus percentage for 2006 times the
      New SERP Participant’s base salary (at the rate in effect on December 31,
      2006).

     

    
      	1.15.  	
              Final
                Average Incentive Pay

            


    

     

    (a)  Final
      Average Incentive Pay for a Current SERP Participant means, as of the date
      of
      determination, one-fifth of the Current SERP Participant’s Incentive Pay for the
      five (5) consecutive fiscal years within the last ten (10) consecutive fiscal
      years (or the period of 

     

    
      
        
        

      

      
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          4
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        
employment
        completed by the individual, if shorter) which give the greatest such amount.
        Where an individual has completed less than five (5) years of employment
        prior
        to the date of determination, Final Average Incentive Pay shall mean the
        average
        of a Participant’s Incentive Pay received by him for such period.


    

     

    (b)  Final
      Average Incentive Pay for a New SERP Participant means, as of the date of
      determination, one-fifth of the New SERP Participant’s Incentive Pay for the
      five (5) consecutive fiscal years within the last ten (10) consecutive fiscal
      years (or the period of employment completed by the individual, if shorter),
      which give the greatest such amount. Where an individual has completed less
      than
      five (5) years of employment prior to the date of determination, Final Average
      Incentive Pay shall mean the average of a Participant’s Incentive Pay received
      by him for such period. Notwithstanding the two preceding sentences, for
      purposes of Plan section 4.01(b), the Final Average Incentive Pay of a New
      SERP
      Participant who remains in the continuous employ of the Company or an Affiliate
      from January 1, 2007, until the earlier of attainment of age 55, a Control
      Change Date or the termination of employment on account of death or disability
      shall be the greater of the amount determined under the two preceding sentences
      or the product of the New SERP Participant’s target bonus percentage for 2006
      times the New SERP Participant’s base salary (at the rate in effect on December
      31, 2006).

     

    
      	1.16.  	
              Incentive
                Pay

            


    

     

    Incentive
      Pay means for any Participant for a fiscal year, any annual incentive
      compensation or bonus, or any other incentive compensation as is determined
      by
      Chesapeake to be appropriate and including any of such amounts that are deferred
      under a deferral program sponsored by Chesapeake; provided, however, that the
      Incentive Pay of a New SERP Participant shall not include any annual incentive
      compensation or bonus or any other incentive compensation for a fiscal year
      beginning after December 31, 2006.

     

    
      	1.17.  	
              New
                SERP Participant

            


    

     

    New
      SERP
      Participant means a Participant who participates in the Plan on or after January
      1, 2007, and who is not a Current SERP Participant. The New SERP Participants
      are listed on Exhibit II to the Plan.

     

    
      	1.18.  	
              Participant

            


    

     

    Participant
      means an Employee who has become a Participant in the Plan pursuant to Plan
      article III hereof. The term Participant includes a Current SERP Participant
      and
      a New SERP Participant.

     

    
      
        
        

      

      
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          5
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    
      	1.19.  	
              Participation
                Service

            


    

     

    Participation
      Service means an Employee’s years of Credited Service earned during the period
      in which he is in an employment position with Chesapeake that entitles him
      to be
      named as a Participant under Plan section 3.01(b).

     

    
      	1.20.  	
              Plan
                Year

            


    

     

    Plan
      Year
      means the fiscal year of Chesapeake.

     

    
      	1.21.  	
              Qualified
                Pre-Retirement Survivor
                Annuity

            


    

     

    Qualified
      Pre-Retirement Survivor Annuity means the monthly benefit payable to the
      Participant’s Surviving Spouse, if any, commencing on the first day of the month
      coincident with or next following the Participant’s death and continuing until
      the first day of the month coincident with or next following the date of the
      Surviving Spouse’s death.

     

    The
      Qualified Pre-Retirement Survivor Annuity shall be paid as the survivor’s
      portion of a 50% qualified joint and survivor annuity (as defined in Code
      section 417(b)).

     

    
      	1.22.  	
              Regular
                Retirement Plan

            


    

     

    Regular
      Retirement Plan means the Chesapeake Corporation Retirement Plan for Salaried
      Employees (for periods on and before December 28, 2006), and the Chesapeake
      Corporation Retirement Plan (for periods after December 28, 2006), as amended
      for the applicable time, or such other retirement plan for salaried employees
      of
      Chesapeake Corporation or one of its wholly-owned subsidiaries. Notwithstanding
      the previous sentence, effective January 1, 2006, all references to the Regular
      Retirement Plan shall mean the Regular Retirement Plan without regard to the
      freezing of participation and benefit accruals and the cessation of service
      crediting under the Regular Retirement Plan that became effective December
      31,
      2005.

     

    
      	1.23.  	
              Trust 

            


    

     

    Trust
      means the Chesapeake Corporation Benefits Plan Trust.

     

    
      	1.24.  	
              Year
                of Service

            


    

     

    Year
      of
      Service means a year of service as defined in the 401(k) Plan.

     

    
      	1.25.  	
              401(k)
                Plan

            


    

     

    401(k)
      Plan means the Chesapeake Corporation Retirement and 401(k) Savings
      Plan.

     

    
      
        
        

      

      
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          6
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    
      	1.26.  	
              401(k)
                Plan Offset

            


    

     

    401(k)
      Plan Offset means the monthly or other installment benefit payable to a Current
      SERP Participant, in the same form as the Current SERP Participant’s benefit
      under Plan section 4.01(a) or 4.01(c) and that is the Actuarial Equivalent
      of
      the notional account balance determined under the following sentences. The
      notional account shall be credited with an amount equal to the basic
      contribution credited to the Current SERP Participant’s account under the 401(k)
      Plan and the matching contribution credited to the Current SERP Participant’s
      account under the 401(k) Plan after 2005 to the extent that the matching
      contribution for a year exceeds 3.6% of the Current SERP Participant’s
      compensation (as defined under the 401(k) Plan) for such year. The amount
      determined under the preceding sentence shall be increased by 7% per year.
      The
      notional account balance on any date shall be the sum of the amounts credited
      to
      the notional account as of that date, as adjusted pursuant to the preceding
      sentence.

     

    


    
      
        
        

      

      
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          7
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

        

      

    

    


     

         
      ARTICLE II  


    GENERAL

     

    
      	2.01.  	
              Rights
                of Participants

            


    

     

    Nothing
      herein contained shall be deemed to give any Participant in this Plan the right
      to be retained in the service of Chesapeake, its subsidiaries or in any of
      the
      positions described in Plan article III, nor shall it interfere with the
      right of Chesapeake or its subsidiaries to discharge or demote a Participant
      at
      any time, nor shall it be deemed to give Chesapeake or its subsidiaries the
      right to require the Participant to remain in its or their service, nor shall
      it
      interfere with the Participant’s right to terminate his service at any
      time.

     

    
      	2.02.  	
              Liability

            


    

     

    A
      Participant’s right to a benefit under the Plan shall be solely that of an
      unsecured creditor of Chesapeake. The source of Plan benefits pursuant to the
      Plan shall be the general funds of Chesapeake; no assets of Chesapeake or its
      subsidiaries shall be segregated or committed to insure Chesapeake’s or its
      subsidiaries’ obligations hereunder. No officer, director, or stockholder of
      Chesapeake or its subsidiaries shall be individually liable therefor, or on
      account of any claim arising by reason of the provisions of this Plan or of
      any
      instrument or instruments implementing the provisions or purposes
      hereof.

     

    
      	2.03.  	
              Coordination
                of Benefits

            


    

     

    The
      amount payable for any period to a Participant or Beneficiary under the Plan
      shall be reduced, but not below zero, by the amount paid to the Participant
      or
      Beneficiary for that period from the Trust.

     

    
      
        
        

      

      
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          8
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

       
      ARTICLE III  

    PARTICIPATION

     

    
      	3.01.  	
              Eligibility
                to Participate

            


    

     

    (a)  Any
      Employee whose benefits under the Regular Retirement Plan are limited by the
      application of Code section 401(a)(17) and/or Code section 415 automatically
      becomes a Participant for purposes of accruing a benefit under Plan section
      4.01(a) unless the Committee expressly excludes such Employee from participation
      in the Plan. Notwithstanding the preceding sentence, no Employee may first
      accrue a benefit under Plan section 4.01(a) after December 31,
      2006.

     

    (b)  An
      Employee becomes a Participant for purposes of accruing a benefit under Plan
      section 4.01(b) when the Committee or its delegate selects him to participate
      in
      the Plan. Notwithstanding the preceding sentence, no Employee may first accrue
      a
      benefit under Plan section 4.01(b) after December 31, 2006.

     

    (c)  Any
      Employee whose benefits under the 401(k) Plan are limited by the application
      of
      Code section 401(a)(17) and/or Code section 415 automatically becomes a
      Participant for purposes of accruing a benefit under Plan article V unless
      the
      Committee expressly excludes such Employee from participation in the
      Plan.

     

    (d)  A
      Participant shall cease to be a Participant in the Plan at the time he has
      a
      Break-in-Service for any reason other than normal, early or disability
      retirement under the Regular Retirement Plan; or at the time he is otherwise
      notified by the Committee or its delegate that he is no longer a Participant.
      A
      Participant who has a Break-in-Service that ends after 2005 shall not accrue
      additional benefits under Plan article IV on account of any resumption in Plan
      participation.

     

    
      	3.02.  	
              Termination
                of Participation

            


    

     

    (a)  Except
      in
      the case of a Participant who dies and becomes eligible for a pre-retirement
      death benefit under Plan section 4.05(b), or who becomes vested in accordance
      with Plan section 4.07(a), if a Participant ceases to participate in the Plan
      pursuant to Plan article III for any reason prior to becoming eligible for
      a normal, early, or disability retirement allowance under the Regular Retirement
      Plan, he shall not be entitled to any benefit under Plan article IV unless
      he
      again becomes a Participant in the Plan pursuant to Plan article III and
      until such Participant becomes eligible for a normal, early, delayed, or
      disability retirement allowance under the Regular Retirement Plan.

     

    (b)  A
      New
      SERP Participant shall not be entitled to any benefit under Plan article V
      unless he becomes vested in accordance with Plan section 5.06 on or before
      the
      date the New SERP Participant terminates employment or otherwise ceases to
      participate in the Plan.

     

    
      
        
        

      

      
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    ARTICLE
      IV  

    RETIREMENT
      BENEFITS

     

    
      	4.01.  	
              Normal
                Retirement Benefit

            


    

     

    (a)  Subject
      to subsections (c) and (d) below, a Participant who retires on his Normal
      Retirement Date shall be entitled to a benefit commencing on his Normal
      Retirement Date and ceasing on the first day of the month coincident with or
      next following the date of such Participant’s death equal to the Actuarial
      Equivalent of the difference between the benefits the Participant would have
      accrued under the Regular Retirement Plan but for the application of the limits
      set forth in Code section 401(a)(17) and Code section 415, as applicable, and
      the benefits that actually accrued to the Participant under the Regular
      Retirement Plan. Notwithstanding the preceding sentence, for purposes of this
      Plan section 4.01(a), the “benefits the Participant would have accrued under the
      Regular Retirement Plan but for the application of the limits set forth in
      Code
      section 401(a)(17) and Code section 415” by a New SERP Participant shall be
      determined as of December 31, 2006.

     

    (b)  Subject
      to subsections (c) and (d) below, a Participant who is specifically designated
      for this purpose and who retires on his Normal Retirement Date shall be entitled
      to receive a monthly benefit commencing on such date and ceasing on the first
      day of the month coincident with or next following the date of such
      Participant’s death equal to one-twelfth (1/12th) of the sum of (1) and (2)
      below:

     

    (i)  3.0%
      of
      such
      Participant’s Final Average Incentive Pay times years of Participation Service
      up to a maximum of 15 years; plus

     

    (ii)  2.0%
      of
      such
      Participant’s Final Average Incentive Pay times years of Participation Service
      in excess of 15.

     

    (c)  Any
      individual who is a Participant in the Plan on December 31, 1995, and who
      retires on his Normal Retirement Date shall be entitled to receive the greater
      of (1) a benefit based on the formula set forth in this Plan section 4.01(c)
      or
      (2) the benefit he accrues under subsections (a) plus (b) above. Such
      Participant’s monthly benefit shall commence on his Normal Retirement Date and
      cease on the first day of the month coincident or next following the date of
      such Participant’s death. The benefit formula set forth in this Plan section
      4.01(c) shall equal the excess of (1) over (2) below:

     

    (i)  One-twelfth
      (1/12th) of the following amount:

     

    (A)  2.0% of
      the
      Participant’s Final Average Compensation, multiplied by

     

    (B)  the
      first
      twenty (20) years of the Participant’s Credited Service plus the product
      of

     

    
      
        
        

      

      
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    (C)  1.6%
      of
      the
      Participant’s Final Average Compensation, multiplied by

     

    (D)  the
      number of years of the Participant’s Credited Service in excess of twenty (20),
      less the product of

     

    (E)  1.6%
      of
      the
      Participant’s Primary Social Security Benefits, multiplied by

     

    (F)  the
      number of years of the Participant’s Credited Service.

     

    (ii)  the
      monthly normal retirement allowance to which he is entitled under the Regular
      Retirement Plan. A Participant’s normal retirement allowance under the Regular
      Retirement Plan will, for purposes of this section and this Plan, be determined
      based on the Plan’s definition of “Credited Service.”

     

    (d)  Any
      benefit payable to a Current SERP Participant under Plan section 4.01(a) or
      Plan
      section 4.01(c) shall be reduced by the 401(k) Plan Offset.

     

    
      	4.02.  	
              Early
                Retirement Benefit

            


    

     

    A
      Participant in the Plan who retires prior to his Normal Retirement Date, but
      after becoming eligible for an early retirement allowance in accordance with
      the
      Regular Retirement Plan shall be entitled to receive a monthly benefit
      commencing on his actual retirement date and ceasing on the first day of the
      month coincident with or next following the date of such Participant’s death,
      equal to one-twelfth (1/12th) of his Accrued Benefit on such date with the
      following modifications:

     

    (a)  For
      purposes of calculating the amount of a Participant’s benefit under Plan section
      4.01(c), the Participant’s Primary Social Security Benefit shall be computed
      assuming that the Participant will not continue to receive until age sixty-five
      (65) earnings which would be treated as wages for purposes of the Federal Social
      Security Act.

     

    (b)  The
      amount of the retirement allowance after the application of subsection (a)
      above, if applicable, shall be further reduced by one-half of one percent (1⁄2 of
      1%) for each month that the Participant’s age at his Early Retirement Date is
      less than sixty-two (62).

     

    
      	4.03.  	
              Delayed
                Retirement Benefit

            


    

     

    A
      Participant upon retirement at his Delayed Retirement Date shall receive a
      retirement allowance on such retirement date which shall be the retirement
      allowance provided under Plan section 4.01 based on his Final Average
      Compensation, Final Average Incentive Pay, Credited Service or Participation
      Service (if applicable), and Primary Social Security Benefit (if applicable)
      as
      of his Delayed Retirement Date.

     

    
      
        
        

      

      
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    
      	4.04.  	
              Disability
                Retirement Benefit

            


    

     

    (a)  A
      Current
      SERP Participant, upon retirement at his Disability Retirement Date, who remains
      Totally and Permanently Disabled until his Normal Retirement Date, shall receive
      a benefit commencing on his Normal Retirement Date equal to the benefit to
      which
      he would have been entitled under Plan section 4.01 with his Credited
      Service and/or Participation Service computed as if he had remained employed
      by
      the Company until his Normal Retirement Date, and with his Final Average
      Compensation, Final Average Incentive Pay and Primary Social Security Benefit
      (if applicable) computed as of his Disability Retirement Date. 

     

    (b)  If
      and
      when the Current SERP Participant attains age sixty-five (65), any benefits
      to
      which he may be entitled under this Plan section shall be payable in
      accordance with Plan section 4.08.

     

    (c)  If
      a
      Current SERP Participant who becomes Totally and Permanently Disabled dies
      prior
      to his Normal Retirement Date while Totally and Permanently Disabled and has
      a
      Surviving Spouse (who is the same person to whom he was married when he became
      Totally and Permanently Disabled), such spouse shall be entitled to receive
      a
      Qualified Pre-Retirement Survivor Annuity calculated in accordance with Plan
      section 4.04(a).

     

    
      	4.05.  	
              Pre-Retirement
                Death Benefit

            


    

     

    (a)  If
      a
      Participant dies while in the employ of Chesapeake or one of its Affiliates
      after his benefits under this Plan article IV become nonforfeitable and prior
      to
      eligibility for early retirement under the Regular Retirement Plan and has
      a
      Surviving Spouse, such Spouse shall be entitled to a Qualified Pre-Retirement
      Survivor Annuity with respect to his benefits payable under Plan section
      4.01(a).

     

    (b)  If
      a
      Participant who was eligible for early retirement dies while in the employ
      of
      Chesapeake or one of its Affiliates prior to his Annuity Starting Date and
      has a
      Surviving Spouse, such Spouse shall be entitled to a Qualified Pre-Retirement
      Survivor Annuity with respect to his benefits accrued under Plan section
      4.01(a), (b), or (c), as applicable.

     

    (c)  If
      a
      Participant who is specifically designated in accordance with Plan section
      3.01(b) for a benefit under Plan section 4.01(b) dies while in the employ of
      Chesapeake or one of its Affiliates prior to his Annuity Starting Date with
      a
      Surviving Spouse, Chesapeake shall pay to such Spouse an amount equal to the
      Participant’s annual base compensation as in effect on the date of the
      Participant’s death in the case of a Current SERP Participant and December 31,
      2006, in the case of a New SERP Participant. For purposes of this subsection
      (c), “annual base compensation” means the Participant’s total annual base
      earnings prior to withholding and including amounts deferred under a qualified
      cash or deferred arrangement pursuant to Code section 401(k), but excluding
      Incentive Pay, overtime payments, extra compensation, bonus payments, other
      similar payments from Chesapeake and contributions by Chesapeake on his behalf
      to this or any other employee benefit program. The amount payable under this
      subsection 

     

    
      
        
        

      

      
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    (c)
      shall
      be payable in twelve (12) monthly installments beginning as soon as practicable
      after the Participant’s death. The benefit provided in this subsection (c) is in
      addition to the benefits described in Plan section 4.05(b). 

     

    
      	4.06.  	
              Additional
                Benefit

            


    

     

    In
      its
      discretion, the Committee may, on determining it to be in the best interest
      of
      Chesapeake and its Affiliates, award a Participant a benefit in addition to
      the
      benefits specified in Plan sections 4.01, 4.02, 4.03, 4.04, and
      4.05.

     

    
      	4.07.  	
              Forfeiture
                of Benefit

            


    

     

    (a)  Except
      as
      provided in the following sentences, a Participant who terminates his employment
      for any reason other than death, disability, or retirement, as contemplated
      under Regular Retirement Plan articles III and IV, forfeits his entire Accrued
      Benefit. Solely with respect to a Participant’s benefits accrued under Plan
      section 4.01(a), a Participant who has earned five years of Credited Service
      as
      contemplated under the Regular Retirement Plan shall be fully vested in his
      benefits earned under Plan section 4.01(a). Notwithstanding the preceding
      sentences, in the event of extraordinary circumstances, the Company may, in
      its
      sole and absolute discretion, act to fully vest a Participant in the right
      to
      receive a benefit under this Plan article IV if the Participant terminates
      employment for reasons other than death, disability, or retirement as
      contemplated under Regular Retirement Plan articles III and IV. 

     

    (b)  Benefits
      under Plan article IV will cease if a Participant entitled to a retirement
      allowance under Plan article IV engages in competitive activities in violation
      of the following terms:

     

    (i)  For
      the
      duration of benefits under Plan article IV, a Participant shall not engage
      in
      any activities in competition with Chesapeake. Such activities include directly
      or indirectly operating, managing, controlling, directing, being employed by,
      consulting for, serving as an independent contractor to, or owning a substantial
      interest in any business which is in competition with Chesapeake within the
      geographical territories described herein.

     

    (ii)  A
      business shall be deemed to be in competition with Chesapeake if (A) it engages
      in business activities which are competitive with Chesapeake’s or are inimical
      to Chesapeake’s best interest within 500 miles of any manufacturing facility
      operated by the Chesapeake division or Affiliate for which the Participant
      worked during the two years immediately preceding the separation of the
      Participant from service with Chesapeake, or (B) it sells competitive products
      to customers to whom the Chesapeake division or Affiliate for which the
      Participant worked during the two years immediately preceding the separation
      of
      the Participant from service with Chesapeake sold products during the same
      two
      year period.

     

    
      
        
        

      

      
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    (iii)  In
      the
      event that any of the provisions of this subsection (b) should ever be deemed
      to
      exceed the time, geographic area, or activity limitations permitted by
      applicable laws, such provisions should be and are reformed to the maximum
      time,
      geographic area and activity limitations permitted by the applicable laws.
      This
      Plan section 4.07(b) shall be governed by the laws of the Commonwealth of
      Virginia, except to the extent that those laws may be preempted by federal
      law.

     

    (iv)  In
      the
      event that Chesapeake learns that a Participant may be engaging in competitive
      activities in violation of these terms, Chesapeake may, in its discretion,
      provide the Participant with notice of the violation and demand that the
      violation cease.

     

    (v)  If
      at any
      time it is determined to Chesapeake’s satisfaction that a Participant has
      violated these terms, all rights of the Participant, his beneficiary, Surviving
      Spouse and his Contingent Annuitant, if any, to further benefits under Plan
      article IV will cease. Chesapeake may also seek any other legal or equitable
      relief which may be available.

     

    (c)  Notwithstanding
      the preceding subsections, the Accrued Benefit of any Participant who is in
      the
      employ of Chesapeake on a Control Change Date (or who is receiving a benefit
      under Plan article IV) shall be fully vested and nonforfeitable as of such
      date.

     

    
      	4.08.  	
              Method
                of Retirement Payments

            


    

     

    (a)  Except
      as
      provided in subsections (b), (c) and (d) below, each Participant who retires
      on
      his Normal Retirement Date, Early Retirement Date or Delayed Retirement Date
      and
      commences to receive benefits on such date shall have his retirement allowance
      under Plan article IV paid in the form described in the two following sentences.
      If the Participant is married on his Annuity Starting Date, the Participant’s
      retirement allowance shall be paid in the form of a qualified joint and survivor
      annuity, i.e.,
      a
      benefit payable for the lifetime of the Participant with a benefit payable
      to
      the Participant’s surviving spouse for life equal to 50% of the monthly benefit
      payable to the Participant during his lifetime and that is the Actuarial
      Equivalent of the benefit payable to the Participant for his lifetime. If the
      Participant is not married on his Annuity Starting Date, the Participant’s
      retirement allowance shall be paid in the form of a single life annuity,
i.e.,
      an
      annuity that is payable for the lifetime of the Participant.

     

    (b)  Notwithstanding
      the preceding subsection, a Participant may elect, subject to the approval
      of
      the Committee, to receive his benefits under Plan article IV in accordance
      with
      any of the optional forms of life annuity benefit described in Article V of
      the
      Regular Retirement Plan, other than the Regular Retirement Plan’s deferred early
      retirement benefit option, provided,
      however,
      that a
      Participant whose vested accrued benefit under Plan section 4.01(a) does not
      exceed the cash-out amount described in Regular Retirement Plan section 5.04
      shall receive the present value of his accrued benefit in the form of a single
      sum cash payment.

     

    
      
        
        

      

      
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          14
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    (c)  Notwithstanding
      subsections (a) and (b), a Participant may elect, subject to the approval of
      the
      Committee, to receive his benefits under Plan article IV in approximately equal
      annual installments over a five year period (the “Installment Option”) as
      provided in the following sentences. Subject to the Committee’s approval, a
      Participant may elect to receive his benefit under the Installment Option if
      (i)
      the election is made in writing before 2008, (ii) the Participant’s election
      does not defer until 2008 or later the payment of a Plan benefit that would
      have
      been payable in 2007 and (iii) the Participant’s election does not result in the
      payment of a Plan benefit during 2007 that would have been payable in 2008
      or a
      later year. After 2007, a Participant may elect (subject to Committee approval)
      to receive his benefit under the Installment Option or to revoke a previous
      election to receive benefits under the Installment Option provided that (i)
      such
      new election shall not be given effect for twelve months, i.e.,
      the
      Participant’s most recent prior election will control if the Participant becomes
      entitled to a Plan benefit within twelve months of making the new election
      and
      (ii) the commencement of benefit payments under Plan article IV shall be
      postponed until the date that is five years after the date that such benefit
      payments would have begun under the Participant’s most recent prior
      election.

     

    (d)  Notwithstanding
      the preceding subsections, in the event that the employment of a Participant
      who
      is in the employ of the Company on a Control Change Date is terminated before
      the end of the period commencing on the Control Change Date and ending on the
      third anniversary of such date, and whether or not he is a Participant on such
      date, he shall be entitled to a lump sum payment of his benefit under Article
      IV
      calculated as of the date of his termination and such lump sum shall be payable
      immediately upon termination. 

     

    (e)  Notwithstanding
      the preceding subsections, any payment made as a result of a Change in Control
      will be reduced to avoid the limits set forth in Code section 280G, provided,
      however, that such provisions will not apply to any Participant who has entered
      into an agreement with the Company that provides for the Company to indemnify
      and hold the Participant harmless from the application of Code sections 280G
      and
      4999.

     

    
      	4.09.  	
              Retired
                Participants

            


    

     

    A
      Participant who retires from the employ of Chesapeake or one of its wholly-owned
      subsidiaries on his Normal Retirement Date, or who retires after becoming
      eligible for an early retirement allowance, will not receive additional credit
      under this Plan article IV for any period of time during which he works as
      an
      independent contractor for Chesapeake or one of its Affiliates.

     

    
      	4.10.  	
              Specified
                Employees

            


    

     

    This
      Plan
      section 4.10 applies to any Participant who is a “specified employee” (as
      defined under Code section 409A) on the date of the Participant’s retirement.
      Notwithstanding the provisions of Sections 4.01, 4.02, 4.03, 4.04 and 4.08(c),
      any benefit payable under those sections to a Participant who is a specified
      employee shall commence on the first day of the seventh month following the
      Participant’s retirement. The first benefit payment shall include the


     

    
      
        
        

      

      
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        
amounts
        (without interest or other adjustment), that would have been paid under those
        sections during the six month period following retirement but for the
        application of this Plan section 4.10.

    

     

    


    
      
        
        

      

      
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          16
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

        

      

    

     

    ARTICLE
      V  

    401(K)
      PLAN RESTORATION BENEFITS

     

    
      	5.01.  	
              Effectiveness;
                Eligibility

            


    

     

    


    This
      Plan
      article V is effective as of January 1, 2007. Only New SERP Participants who
      satisfy the requirements of Plan section 3.01(c) are eligible to participate
      in,
      and receive benefits under, this Article V.

     

    
      	5.02.  	
              Establishment
                of Account

            


    

     

    A
      bookkeeping account (the “Account”) shall be established for each New SERP
      Participant who is eligible to participate in this Article V. The Account shall
      reflect the New SERP Participant’s interest in the Plan under this Article V.
      The Account shall be credited with the amounts described in Plan sections 5.03
      and 5.04. The Account shall be adjusted for notional investment gains and losses
      as provided in Plan section 5.05.

     

    
      	5.03.  	
              Restoration
                of Matching
                Contribution

            


    

     

    (a)  The
      Account of each New SERP Participant shall be credited with an amount determined
      in accordance with Plan section 5.03(b), but subject to the limitation of Plan
      section 5.03(c), as a restoration matching contribution. The restoration
      matching contribution shall be credited to each Account as of the date that
      matching contributions are credited to the New SERP Participant’s account in the
      401(k) Plan.

     

    (b)  The
      amount of the restoration matching contribution shall be determined as provided
      in this Plan section 5.03(b). First, calculate the amount of elective deferral
      contribution that would have been made under the 401(k) Plan for the period
      that
      a 401(k) Plan matching contribution is made based on (i) the New SERP
      Participant’s salary-reduction election for that period and (ii) the New SERP
      Participant’s Compensation (and that deemed elective deferral contribution shall
      be calculated without regard to the limitations of the Code including, but
      not
      limited to, those set forth in Code section 401(a)(17), Code section 402(g)
      and
      Code section 415). Second, calculate the amount of matching contribution that
      would have been made under the 401(k) Plan for that elective deferral
      contribution. Third, reduce the amount determined under the preceding sentence
      by the matching contribution actually credited to the New SERP Participant
      under
      the 401(k) Plan for that period. The resulting difference is the amount of
      the
      restoration matching contribution under this Plan section 5.03 for the
      period.

     

    (c)  Plan
      section 5.03(b) to the contrary notwithstanding, the restoration matching
      contribution credit under this Plan section 5.03 cannot exceed the dollar
      limitation as in effect under Code section 402(g) for that year. The limitation
      of this Plan section 5.03(c) shall apply as if the Code section 402(g) limit
      applied to matching contributions.

     

    
      
        
        

      

      
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          17
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          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

        

      

    

    


    
      	5.04.  	
              Restoration
                of Basic Contribution

            


    

     

    (a)  The
      Account of each New SERP Participant shall be credited with an amount determined
      in accordance with Plan section 5.04(b) or Plan sections 5.04(b) and 5.04(c),
      as
      applicable, as a restoration basic contribution. The restoration basic
      contribution shall be credited to each Account as of the date that basic
      contributions are credited to the New SERP Participant’s account in the 401(k)
      Plan.

     

    (b)  The
      restoration basic contribution shall be the difference between 5% of the New
      SERP Participant’s Compensation and the basic contribution actually credited to
      the New SERP Participant under the 401(k) Plan for that year.

     

    (c)  An
      additional restoration basic contribution shall be determined under this Plan
      section 5.04(c) in the case of a New SERP Participant who, on December 31,
      2005
      (i) participated in the Regular Retirement Plan, (ii) was classified as a
      salaried employee, (iii) had completed at least five years of service (as
      determined under the Regular Retirement Plan) and (iv) had attained at least
      age
      45. The additional restoration basic contribution for a New SERP Participant
      described in the preceding sentence shall be equal to 21⁄2% of the New SERP
      Participant’s Compensation.

     

    
      	5.05.  	
              Investment
                Measures

            


    

     

    In
      accordance with procedures established or approved by the Committee, each New
      SERP Participant shall select the investment measures that will be used to
      determine notional investment gains and losses on the Account. The Committee
      shall select or approve the investment measures, which shall be identified
      on
      Exhibit III to the Plan. Notional investment gains and losses shall be
      determined on the basis of the New SERP Participant’s investment
      directions.

     

    
      	5.06.  	
              Vesting

            


    

     

    (a)  Each
      New
      SERP Participant shall have a vested and nonforfeitable interest in his Account
      if the New SERP Participant is employed by the Company on the date that (i)
      he
      attains age sixty-five, (ii) his employment by the Company ends on account
      of
      death or Disability (as defined in the 401(k) Plan) or (iii) a Change in Control
      occurs. Otherwise, a new SERP Participant shall have a vested and nonforfeitable
      interest in his Account only to the extent he has satisfied the requirements
      set
      forth in the following table:

     

    
      	
              Years
                of Service

            	
              Vested
                Percentage

            
	
              less
                than 1

              1
                but less than 2

              2
                but less than 3

              3
                but less than 4

              4
                but less then 5

              5
                or more

            	
              0%

              20%

              40%

              60%

              80%

              100%

            


    

     

    
      
        
        

      

      
        -
          18
          -

        
          

           

        

      

      
        
          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    (b)  Plan
      section 5.06(a) to the contrary notwithstanding, benefits under Plan article
      V
      will cease or be forfeited if a New SERP Participant engages in competitive
      activities in violation of the following terms:

     

    (i)  Until
      the
      New SERP Participant has received all benefits due under this Plan article
      V, he
      shall not engage in any activities in competition with Chesapeake. Such
      activities include directly or indirectly operating, managing, controlling,
      directing, being employed by, consulting for, serving as an independent
      contractor to, or owning a substantial interest in any business which is in
      competition with Chesapeake within the geographical territories described
      herein.

     

    (ii)  A
      business shall be deemed to be in competition with Chesapeake if (A) it engages
      in business activities which are competitive with Chesapeake’s or inimical to
      Chesapeake’s best interests within 500 miles of any manufacturing facility
      operated by the Chesapeake division or Affiliate for which the New SERP
      Participant worked during the two years immediately preceding the separation
      of
      the New SERP Participant from service with Chesapeake or (B) it sells
      competitive products to customers to whom the Chesapeake division or Affiliate
      for which the New SERP Participant worked during the two years immediately
      preceding the separation of the New SERP Participant from service with
      Chesapeake sold products during the same two year period.

     

    (iii)  In
      the
      event that any provisions of this subsection (b) should ever by deemed to exceed
      the time, geographic area, or activity limitations permitted by applicable
      laws,
      such provisions should be and are reformed to the maximum time, geographic
      area
      and activity limitations permitted by the applicable laws. This Plan section
      5.06(b) shall be governed by the laws of the Commonwealth of Virginia, except
      to
      the extent that those laws may be preempted by federal law.

     

    (iv)  In
      the
      event that Chesapeake learns that a New SERP Participant may be engaging in
      competitive activities in violation of these terms, Chesapeake may, in its
      discretion, provide the New SERP Participant with notice of the violation and
      demand that the violation cease.

     

    (v)  If
      at any
      time it is determined to Chesapeake’s satisfaction that a New SERP Participant
      has violated these terms, all rights of the New SERP Participant and his
      successors in interest, if any, to benefits under this Plan article V will
      cease. Chesapeake may also seek any other legal or equitable relief which may
      be
      available.

     

    
      	5.07.  	
              Distributions

            


    

     

    (a)  Each
      New
      SERP Participant who has a vested and nonforfeitable interest in his Account
      shall receive a distribution of the benefit under this Plan article V upon
      the
      termination of his employment with the Company. The distribution will equal
      the
      balance of the New SERP Participant’s vested Account on the date that his
      employment terminated. The distribution shall 

     

    
      
        
        

      

      
        -
          19
          -

        
          

           

        

      

      
        
          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        
be
        paid
        in a single lump sum, in cash, no later than ninety (90) days after termination
        of employment; provided, however, that the payment shall be made on the first
        day of the seventh month beginning after termination if the New SERP Participant
        is a “specified employee” (as determined under Code section 409A) on the date of
        termination and the termination is not on account of death or disability
        (as
        defined under Code section 409A).

    

     

    (b)  If
      a New
      SERP Participant’s employment ends on account of death or if a New SERP
      Participant dies before receiving a distribution of his vested Account, then
      the
      vested Account balance shall be paid to the person or person or entity or
      entities named as the New SERP Participant’s beneficiary under the 401(k)
      Plan.

     

    (c)  Any
      portion of a New SERP Participant’s Account that has not become vested and
      nonforfeitable on or before termination of employment with the Company shall
      be
      forfeited as of the date of termination.

     

    
      	5.08.  	
              Additional
                Benefits

            


    

     

    In
      its
      discretion, the Committee may, on determining it to be in the best interest
      of
      Chesapeake and its Affiliates, award a Participant a benefit in addition to
      the
      benefits specified in this Plan article V.

     

    
      
        
        

      

      
        -
          20
          -

        
          

        

      

      
        
          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    ARTICLE
      VI  

    AMENDMENTS
      AND TERMINATION

     

    Chesapeake
      hopes and expects to continue the Plan indefinitely, but reserves the right,
      by
      resolution of the Board, to amend, modify, or terminate the Plan at any time
      and
      for any reason by a majority vote of the members of the Board, by unanimous
      consent in lieu of a meeting or in any other manner applicable under state
      law.
      In addition, the Board may delegate to the Executive Compensation Committee
      of
      the Board all or part of the authority to amend or terminate the
      Plan.

     

    
      
        
        

      

      
        -
          21
          -

        
          

           

        

      

      
        
          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    ARTICLE
      VII  

    ADMINISTRATION
      AND INTERPRETATION

     

    
      	7.01.  	
              Administrative
                Rules

            


    

     

    Chesapeake
      reserves the right to adopt any rules for the administration and application
      of
      the Plan as necessary which are not inconsistent with the express terms hereof,
      to amend or revoke any such rule, and to interpret the Plan and any rules
      adopted pursuant to this Plan article. All actions taken and all determinations
      made by Chesapeake in good faith shall be final and binding upon all
      Participants, beneficiaries, or other persons interested in the
      Plan.

     

    
      	7.02.  	
              Claims
                Procedure

            


    

     

    (a)  All
      claims for benefits under the Plan shall be submitted to the Chesapeake Benefits
      Department or such person as may be designated in writing who shall have the
      initial responsibility for determining the eligibility of any claimant for
      benefits. All claims for benefits shall be made in writing and shall set forth
      the facts which such claimant believes to be sufficient to entitle him to the
      benefit claimed. The Assistant Secretary may adopt forms for the submission
      of
      claims for benefits in which case all claims for benefits shall be filed on
      such
      forms.

     

    (b)  In
      the
      event a claim for benefits is denied or if the claimant has had no response
      to
      such claim within ninety (90) days of its submission (in which case the claim
      for benefits shall be deemed to have been denied), the claimant or his duly
      authorized representative, at the claimant’s sole expense, may appeal the denial
      to the Committee within sixty (60) days of the receipt of written notice of
      denial or sixty (60) days from the date such claim is deemed to be denied.
      In
      pursuing such appeal said claimant or his duly authorized
      representative,

     

    (i)  may
      request in writing that the Committee review the denial;

     

    (ii)  may
      review pertinent documents; 

     

    (iii)  may
      submit issues and comments in writing; and

     

    (iv)  shall
      be
      provided, upon request and free of charge, reasonable access to, and copies
      of,
      all documents, records and other information relevant to the claim.

     

    (c)  The
      decision on review shall be made within sixty (60) days or within such longer
      time period as the claimant or his representative may request, but not later
      than one hundred twenty (120) days after receipt of a request for review. The
      decision on review shall be made in writing and shall include specific reasons
      for the decision, written in a manner calculated to be understood by the
      claimant and contain specific references to the provisions of the Plan on which
      such decision is based.

     

    
      
        
        

      

      
        -
          22
          -

        
          

        

      

      
        
          Chesapeake
            Corporation

          Executive
            Supplemental Retirement Plan

          As
            Amended and Restated

          Effective
            January 1, 2007

           

        

      

    

    
      	7.03.  	
              Governing
                Law

            


    

     

    The
      Plan
      shall be construed, administered, and enforced in accordance with the laws
      of
      the Commonwealth of Virginia.

     

    
      	7.04.  	
              Nonassignability

            


    

     

    The
      rights, interests, and benefits of a Participant (or beneficiary or other
      successor in interest of a Participant) in this Plan shall not be subject to
      assignment, anticipation, transfer, pledge hypothecation or other transfer,
      and
      such rights, interests and benefits shall not be liable for the debts,
      contracts, or engagements of a Participant (or beneficiary or other successor
      in
      interest of a Participant), or otherwise subject to execution, attachment,
      garnishment, or similar process.

     

    


    


     


    
      
         

        


        
        

      

      
        -
          23
          -

        
          

        

      

      
        
        

        Chesapeake
          Corporation

        Executive
          Supplemental Retirement Plan

        As
          Amended and Restated

        Effective
          January 1, 2007

        


        


      

    


    SIGNATURE
      PAGE

     

    As
      evidence of its adoption of the Chesapeake Corporation Executive Supplemental
      Retirement Plan as Amended and Restated Effective January 1, 2007, the Company
      has caused this document to be executed by its duly authorized officer as of
      the 27th day of February, 2007.

     

    


    CHESAPEAKE
      CORPORATION

     

    By:
      /s/ J.P. Causey Jr.

                                    Secretary    

    


     


    
      
        
 

        
        

      

      
        -
          24
          -

        
          

        

      

      
        
        

        Chesapeake
          Corporation

        Executive
          Supplemental Retirement Plan

        As
          Amended and Restated

        Effective
          January 1, 2007

        


        


      

    


    EXHIBIT
      I

     

    Current
      SERP Participants:

     

    J.P.
      Causey Jr. 

     

    Peter
      L.
      Lee

     


    
      
         

        


        
        

      

      
        -
          25
          -

        
          

        

      

      
        
        

        Chesapeake
          Corporation

        Executive
          Supplemental Retirement Plan

        As
          Amended and Restated

        Effective
          January 1, 2007

        


        


      

    


    EXHIBIT
      II

     

    


     

    New
      SERP
      Participants as of January 1, 2007:

     

    Michael
      D. Beverly

     

    Andrew
      J.
      Kohut

     

    Joel
      K.
      Mostrom

     


    
      
         

        


        
        

      

      
        -
          26
          -

        
          

        

      

      
        
        

        Chesapeake
          Corporation

        Executive
          Supplemental Retirement Plan

        As
          Amended and Restated

        Effective
          January 1, 2007

        


        


      

    


    EXHIBIT
      III

     

    Investment
      Measures:

    


    Dodge
      & Cox Balanced Fund (DODBX)

    Dodge
      & Cox Stock Fund (DODGX)

    Franklin
      Small-Mid Cap Growth (FRSGX)

    George
      Putnam Fund of Boston (PGEOX)

    Growth
      Fund of America (RGAEX)

    Harbor
      International Fund (HIINX)

    Neuberger
      & Berman Genesis Trust (NBGEX)

    Pimco
      Total Return Fund (PTRAX)

    Putnam
      Growth Opportunities (POGAX)

    Putnam
      International Equity (POVSX)

    Vanguard
      Index Trust 500 (VFINX)

    Vanguard
      Prime Reserves (VMMXX)

    


     

    


    
      
        
        

      

      
        -
          27
          -