EXHIBIT 10.11













                          CHESAPEAKE CORPORATION

                          401(k) RESTORATION PLAN





























                           Effective May 1, 1996










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                             TABLE OF CONTENTS

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                                                                       Page
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INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

ARTICLE I
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

    1.01.    Administrator . . . . . . . . . . . . . . . . . . . . . . .  2
    1.02.    Beneficiary or Beneficiaries. . . . . . . . . . . . . . . .  2
    1.03.    Change in Control . . . . . . . . . . . . . . . . . . . . .  2
    1.04.    Code. . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
    1.05.    Committee . . . . . . . . . . . . . . . . . . . . . . . . .  2
    1.06.    Company . . . . . . . . . . . . . . . . . . . . . . . . . .  2
    1.07.    Compensation. . . . . . . . . . . . . . . . . . . . . . . .  2
    1.08.    Control Change Date . . . . . . . . . . . . . . . . . . . .  2
    1.09.    Deferral Election Form. . . . . . . . . . . . . . . . . . .  3
    1.10.    Deferral Year . . . . . . . . . . . . . . . . . . . . . . .  3
    1.11.    Deferred Account. . . . . . . . . . . . . . . . . . . . . .  3
    1.12.    Deferred Benefit. . . . . . . . . . . . . . . . . . . . . .  3
    1.13.    Election Date . . . . . . . . . . . . . . . . . . . . . . .  3
    1.14.    Eligible Employee . . . . . . . . . . . . . . . . . . . . .  3
    1.15.    Investment Options. . . . . . . . . . . . . . . . . . . . .  3
    1.16.    Participant . . . . . . . . . . . . . . . . . . . . . . . .  3
    1.17.    Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
    1.18.    Terminate, Terminating, or Termination. . . . . . . . . . .  4

ARTICLE II
PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

ARTICLE III
DEFERRAL ELECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

    3.01.    Timing of Election. . . . . . . . . . . . . . . . . . . . .  6
    3.02.    Effect of No Election . . . . . . . . . . . . . . . . . . .  7

ARTICLE IV
ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

    4.01.    Crediting of Accounts . . . . . . . . . . . . . . . . . . .  8
    4.02.    Vesting . . . . . . . . . . . . . . . . . . . . . . . . . .  8

ARTICLE V
INVESTMENT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

    5.01.    Investment Funds. . . . . . . . . . . . . . . . . . . . . .  9
    5.02.    Earnings on the Interest Fund . . . . . . . . . . . . . . .  9
    5.03.    Earnings on the Stock Fund. . . . . . . . . . . . . . . . .  9

ARTICLE VI
DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

    6.01.    Timing of Distributions . . . . . . . . . . . . . . . . . . 10
    6.02.    Form of Distributions . . . . . . . . . . . . . . . . . . . 10
    6.03.    Effect of Code Limitations. . . . . . . . . . . . . . . . . 10
    6.04.    Beneficiary Designation . . . . . . . . . . . . . . . . . . 10
    6.05.    Change in Control . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VII
COMPANY'S OBLIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE VIII
AMENDMENT AND TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . 13

    8.01.    Amendment.. . . . . . . . . . . . . . . . . . . . . . . . . 13
    8.02.    Termination . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE IX
ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . 14

    9.01.    The Committee.. . . . . . . . . . . . . . . . . . . . . . . 14
    9.02.    Indemnification of the Committee. . . . . . . . . . . . . . 14
    9.03.    Powers of the Committee.. . . . . . . . . . . . . . . . . . 14
    9.04.    Information.. . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE X
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

    10.01.   Control by Participant. . . . . . . . . . . . . . . . . . . 15
    10.02.   Claims against Participant's Deferred Benefits. . . . . . . 15
    10.03.   Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 15
    10.04.   Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
    10.05.   Construction. . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE XI
ADOPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

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                               INTRODUCTION


     The Board of Directors of Chesapeake Corporation has adopted the
Chesapeake Corporation 401(k) Restoration Plan effective May 1, 1996 (the
"Effective Date").  The Board determined that the adoption of the Plan
would assist it in attracting and retaining those employees whose judgment,
abilities and experience will contribute to its continued progress.  The
purpose of the Plan is to restore lost opportunities for pre-tax deferral
under the Chesapeake Corporation 401(k) Savings Plan for Salaried Employees
by permitting eligible employees to defer a portion of their salary. 
Eligible Employees are selected by the Committee to participate in the
Plan.

     The Plan is intended to be 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.



                                ARTICLE I
                                    
                               DEFINITIONS
                                    
The following terms have the indicated meanings:

1.011.    Administrator means the person or entity appointed by the
Committee to carry out the day-to-day administration of the Plan.

1.012.    Beneficiary or Beneficiaries means, unless a Participant elects
otherwise on a form approved by the Administrator, a person or persons or
other entity that a Participant designates on a beneficiary designation
form to receive benefits under the Chesapeake Corporation 401(k) Savings
Plan for Salaried Employees (the Savings Plan) or if a Participant does not
execute a valid beneficiary designation form under the Savings Plan, then
the default beneficiary provisions of the Savings Plan will apply.  If a
Participant validly executes the Plan's beneficiary designation form for
Deferred Benefit payments, then Beneficiary or Beneficiaries means the
person or persons or other entity designated on such form.

1.013.    Change in Control means a "Change in Control" as defined in the
Chesapeake Corporation Benefits Plan Trust.

1.014.    Code means the Internal Revenue Code of 1986, as amended.

1.015.    Committee means the Executive Compensation Committee of the Board
of Directors of Chesapeake Corporation.

1.016.    Company means Chesapeake Corporation, and any affiliate of
Chesapeake Corporation; any successor business by merger, purchase, or
otherwise that maintains the Plan.

1.017.    Compensation means a Participant's salary, cash incentive pay and
other cash compensation from the Company including any amount that is
contributed by the Company pursuant to a salary reduction agreement and
which is not includable in the gross income of the Participant under Code
Section 125, 402(a)(8), 402(h) or 403(b).  Compensation excludes, however,
reimbursements or other expense allowances, cash and non-cash fringe
benefits, moving expenses, deferred compensation and other welfare
benefits.

1.018.    Control Change Date means a "Control Change Date" as defined in
the Chesapeake Corporation Benefits Plan Trust.


1.019.    Deferral Election Form means the form that a Participant uses to
elect to receive a Deferred Benefit pursuant to Article VI.  A
Participant's investment election is part of the Participant's Deferral
Election Form.

1.10.     Deferral Year means a calendar year for which a Participant's
Compensation is reduced pursuant to a valid Deferral Election Form.

1.11.     Deferred Account means a bookkeeping record established for each
Participant who elects to receive a Deferred Benefit.  A Deferred Account
shall be established only for purposes of measuring a Deferred Benefit and
not to segregate assets or to identify assets that may be used to satisfy a
Deferred Benefit.  A Deferred Account shall be credited with that amount of
a Participant's Compensation deferred as a Deferred Benefit according to a
Participant's Deferral Election Form.  A Deferred Account shall be credited
periodically with interest or dividends in accordance with a Participant's
investment election under Article V.

1.12.     Deferred Benefit means the benefit available to a Participant who
has executed a valid Deferral Election Form to defer his Compensation.

1.13.     Election Date means the date by which a Participant must submit a
valid Deferral Election Form.  A Participant's Election Date for a calendar
year is December 31 of the immediately preceding calendar year.  However,
if an individual becomes an Eligible Employee during a Deferral Year, his
Election Date shall be a date that is within thirty days after such
individual is named as an Eligible Employee.  The Election Date for the
first year the Plan is in effect is April 30, 1996.  Notwithstanding the
preceding sentences, the Administrator may set an earlier Election Date for
any Deferral Year.

1.14.     Eligible Employee means an employee who is designated by the
Committee as a participant in the Chesapeake Corporation Executive
Supplemental Retirement Plan.

1.15.     Investment Options means the investment funds described in
Article V.

1.16.     Participant means an Eligible Employee who has executed or has in
effect a valid Deferral Election Form for that Deferral Year.  An
individual remains a Participant while he is entitled to a Deferred Benefit
under the Plan even if he is no longer an Eligible Employee.

1.17.     Plan means the Chesapeake Corporation 401(k) Restoration Plan.

1.18.     Terminate, Terminating, or Termination, with respect to a
Participant, means the cessation of his employment with the Company for any
reason.

                               ARTICLE II
                                    
                              PARTICIPATION
                                    
    An Eligible Employee becomes a Participant by completing and filing a
valid Deferral Election Form according to Article III on or before an
Election Date.

                               ARTICLE III
                                    
                           DEFERRAL ELECTIONS

3.001.    Timing of Election.  A deferral election shall be valid when the
Deferral Election Form is completed, signed by the electing Participant,
and received by the Administrator on or before the Election Date for that
Deferral Year.  The following provisions apply to deferral elections.

    (a)   An Eligible Employee may elect to defer his Compensation for any
Deferral Year if he is an Eligible Employee at the beginning of that Defer-
ral Year or becomes an Eligible Employee during that Deferral Year.

    (b)   Before each Deferral Year's Election Date, each Participant shall
be provided with a Deferral Election Form.  Using the Deferral Election
Form, a Participant may elect on or before the Election Date to defer the
receipt of up to 10% of his Compensation for the Deferral Year in one
percent increments.

    (c)   If he does so before the Election Date, the Administrator may
reject any Deferral Election Form or any distribution election form or both
that does not conform to the provisions of the Plan.  The Administrator may
modify any distribution election at any time to the extent necessary to
comply with any federal securities laws or regulations.  The
Administrator's rejection or modification must be made on a uniform basis
with respect to similarly situated Participants.  If the Administrator
rejects a Deferral Election Form, the Participant shall be paid the amounts
he would have been entitled to receive if the Participant had not submitted
the rejected Deferral Election Form.

    (d)   A Participant may not revoke a Deferral Election Form after the
Deferral Year begins.  Any revocation before the beginning of the Deferral
Year has the same effect as a failure to submit a Deferral Election Form. 
Any writing signed by a Participant expressing an intention to revoke his
Deferral Election Form and delivered to the Administrator before the close
of business on the relevant Election Date shall be a revocation.

    (e)   A Participant's Deferral Election shall remain in effect for
subsequent Deferral Years unless revoked or revised by the Election Date
for the next Deferral Year.

3.002.    Effect of No Election.  An Eligible Employee who has not
submitted or has in effect a valid Deferral Election Form to the
Administrator on or before the relevant Election Date may not defer any
part of his Compensation for the Deferral Year.


                               ARTICLE IV
                                    
                                ACCOUNTS


4.041.    Crediting of Accounts.

    Deferred Benefits shall be credited to a Deferred Account as of a date
to be determined by the Administrator but in no event later than the last
day of the month in which the deferred Compensation would have been paid.

4.042.    Vesting.

    A Participant's interest in his Deferred Account shall be fully vested
and nonforfeitable when credited.


                                ARTICLE V
                                    
                           INVESTMENT OPTIONS

5.051.    Investment Funds.

    (a)   A Participant may elect to have his Deferred Account credited
with earnings based on an interest rate established by the Committee (the
"Interest Fund") or the value of Chesapeake Corporation Common Stock (the
"Stock Fund").

    (b)   A Participant may elect to allocate his Deferred Account among
the Investment Funds in 10% increments.

5.052.    Earnings on the Interest Fund.

    Earnings shall be credited monthly to a Participant's balance in the
Interest Fund on the first day of each month.  Interest shall be credited
until the month of distribution.  Unless the Committee changes the basis on
which interest shall be determined, earnings credited under the Interest
Fund shall be based on the prime rate established by the Company's
principal lender as of the last business day of each calendar quarter
preceding the day the interest is credited.

5.053.    Earnings on the Stock Fund.

    (a)  A Participant's interest in the Stock Fund shall be based on the
number of whole and fractional shares of Chesapeake common stock that a
Participant could have purchased with amounts deferred from his
Compensation based on the closing price of Chesapeake common stock on the
New York Stock Exchange on the trading date or the nearest preceding
trading date on which the deferred Compensation would be credited to the
Participant's Deferred Account under Plan Section 4.01.  The value of a
Participant's investment in the Stock Fund on any date shall be the value
of the Chesapeake common stock (whole and fractional shares) credited to
his Deferred Account based on the immediately preceding closing price of
Chesapeake common stock on the New York Stock Exchange.

    (b)   The Stock Fund also shall be credited with dividends as of any
dividend date.  A Participant's investment in the Stock Fund shall be
credited with the number of whole and fractional shares of Chesapeake
common stock that a Participant could have purchased with such dividends
based on the closing price of the Chesapeake common stock on such dividend
date.

                               ARTICLE VI
                                    
                              DISTRIBUTIONS

6.061.    Timing of Distributions.

    Except as provided in Plan section 6.05, all Deferred Benefits, less
withholding for applicable income and employment taxes, shall be paid
following Termination in accordance with section 6.02.

6.062.    Form of Distributions.

    (a)   Deferred Benefits shall be paid in a lump sum unless the
Participant elects, subject to the approval of the Committee and no later
than the last day of the calendar year in which his Termination occurs,
annual installment payments over a period of up to five years.  Installment
payments will be made in approximately equal amounts during each year of
the installment period.  Earnings on a Deferred Benefit payable in
installments shall continue to accrue on the unpaid balance in accordance
with Article V.

    (b)   Unless otherwise specified in a Participant's distribution
election, any lump sum payment shall be paid or installment payments shall
begin on or about February 15 of the year after the Participant's
Termination.

6.063.    Effect of Code Limitations.

    Notwithstanding any other provision of this Plan or a Participant's
distribution election, the Committee in its sole discretion may postpone
the distribution of all or part of a Deferred Benefit to the extent that
the payment would not be deductible under Code section 162(m).  A Deferred
Benefit distribution that is postponed pursuant to the preceding sentence
shall be paid as soon as it is possible to do so within the deduction
limitations of Code section 162(m).

6.064.    Beneficiary Designation.

    A Participant or Beneficiary may not assign Deferred Benefits.  Unless
the Participant delegates a Beneficiary on a beneficiary designation form
approved by the Administrator, his beneficiary designation form under the
Savings Plan will designate one or more Beneficiaries for all of his
Deferred Benefits under the Plan.  In the latter case, the terms and
conditions of the Savings Plan for naming and revoking beneficiaries will
control.  Each Beneficiary shall receive his portion of the Participant's
Deferred Account on or about February 15 of the year following the
Participant's death.  

6.065.    Change in Control.

    Notwithstanding any other provision of this Plan or any Deferral
Election Form, in the event of a Change in Control, all Deferred Benefits
credited to Participants and Beneficiaries shall be paid in a lump sum, in
cash, on the Control Change Date.


                               ARTICLE VII
                                    
                          COMPANY'S OBLIGATION

    The Company has only a contractual obligation to pay the benefits
under the Plan.  All benefits are to be satisfied solely out of the general
corporate assets of the Company which shall remain subject to the claims of
its creditors.  No assets of the Company will be segregated or committed to
the satisfaction of its obligations to any Participant or Beneficiary under
this Plan.

                              ARTICLE VIII
                                    
                        AMENDMENT AND TERMINATION

8.081.    Amendment.  This Plan may be amended, at any time and for any
reason, by the Committee.  No amendment shall, without a Participant's
consent, adversely affect any rights of such Participant to any Deferred
Benefit payable under the provisions of the Plan as in effect at the time
of the amendment. 

8.082.    Termination.  The Board of Directors of Chesapeake Corporation
may terminate the Plan at any time.  The termination of this Plan shall
not, however, affect any rights of a Participant to any Deferred Benefit
payable under the Plan pursuant to the terms of this Plan in effect at the
time of such termination.


                               ARTICLE IX
                                    
                       ADMINISTRATION OF THE PLAN


9.091.    The Committee.

    The Plan shall be administered by the Committee.  Subject to the
provisions of the Plan, the Committee may adopt such rules and regulations
as may be necessary to carry out the purposes hereof.  The Committee's
interpretation and construction of any provision of the Plan shall be final
and conclusive.

9.092.    Indemnification of the Committee.

    The Company shall indemnify and save harmless each member of the
Committee against any and all expenses and liabilities arising out of
membership on the Committee, excepting only expenses and liabilities
arising out of a member's own willful misconduct.  Expenses against which a
member of the Committee shall be indemnified hereunder shall include
without limitation, the amount of any settlement or judgment, costs,
counsel fees, and related charges reasonably incurred in connection with a
claim asserted, or a proceeding brought or settlement thereof.  The
foregoing right of indemnification shall be in addition to any other rights
to which any such Committee member may be entitled.

9.093.    Powers of the Committee.

    In addition to the powers hereinabove specified, the Committee shall
have the power to compute and certify the amount and kind of benefits from
time to time payable to Participants and their Beneficiaries under the
Plan, to authorize all disbursements for such purposes, to appoint the
Administrator and to determine whether a Participant is entitled to a
benefit under the Plan.

9.094.    Information.

    To enable the Committee to perform its functions, the Company shall
supply full and timely information to the Committee on all matters relating
to the compensation of all Participants, their retirement, death or other
cause for termination of employment, and such other pertinent facts as the
Committee may require.

                                ARTICLE X
                                    
                              MISCELLANEOUS

10.101.   Control by Participant.

    A Participant shall have no control over Deferred Benefits except
according to his Deferral Election Form.

10.102.   Claims against Participant's Deferred Benefits.

    A Deferred Account shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and
any attempt to do so shall be void.  A Deferred Benefit shall not be
subject to attachment or legal process for a Participant's debts or other
obligations.  Nothing contained in this Plan shall give any Participant any
interest, lien, or claim against any specific asset of the Company.  A
Participant or his Beneficiary shall have no rights other than as a general
creditor of the Company.

10.103.   Notices.

    All notices or elections required under the Plan must be in writing. 
A notice or election shall be deemed delivered if it is delivered
personally or sent registered or certified mail to the person at his last
known business address.

10.104.   Waiver.

    The waiver of a breach of any provision in this Plan does not operate
as and may not be construed as a waiver of any later breach.

10.105.   Construction.

    This Plan shall be adopted and maintained according to the laws of the
Commonwealth of Virginia (except its choice-of-law rules).  Headings and
captions are only for convenience; they do not have substantive meaning. 
If a provision of this Plan is not valid or enforceable, the validity or
enforceability of any other provision shall not be affected.  Use of one
gender includes all, and the singular and plural include each other.

                               ARTICLE XI
                                    
                                ADOPTION
                                    
    IN WITNESS WHEREOF, Chesapeake Corporation (the Company) has caused
this Plan to be signed by a duly authorized officer, to be effective May 1,
1996.


                              CHESAPEAKE CORPORATION           



                              By:  


                              Date:                      , 1996