EX 10.21

                 EXECUTIVE EMPLOYMENT AGREEMENT


      THIS  AGREEMENT, dated as of September 13, 1999, is between
CHESAPEAKE  CORPORATION, a Virginia corporation  (the  "Company")
and William T. Tolley (the "Executive").

      WHEREAS,  the Executive is currently the duly  elected  and
qualified  Senior  Vice  President - Finance  &  Chief  Financial
Officer of the Company; and

      WHEREAS, the Company recognizes that the Executive has made
substantial  contributions to the Company and in  the  future  is
expected to make substantial contributions to the success of  the
Company; and

      WHEREAS, the Company recognizes that, as with any  publicly
traded  corporation,  a Change in Control of  the  Company  is  a
possibility; and

      WHEREAS, the Company recognizes that the possibility  of  a
Change  in  Control  of  the  Company  or  a  negotiation  of   a
transaction  that  will  result in a Change  in  Control  of  the
Company  may  cause  the  Executive  uncertainty  regarding   his
continued service; and

      WHEREAS,  the Company desires to provide certain assurances
to  the  Executive  regarding  the terms  applicable  to  certain
terminations of the Executive's service; and

      WHEREAS, the Executive wishes to provide certain assurances
to  the  Company regarding his conduct during the  Term  of  this
Agreement and following the Executive's termination of service;

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

      1.   Term.   The  Term  of  this Agreement  is  the  period
described in the following paragraph (a) and any period for which
the  same may be extended as provided in the following paragraphs
(b) and (c).

                 (a)    The  Term  includes  the   period
          beginning on September 13, 1999, and ending  on
          December 31, 2002.

               (b)  The period described in paragraph (a)
          shall  be  extended  for an  additional  twelve
          months   unless   the  Company,   before   each
          September  1  of  any  year,  provides  written
          notice  to  the Executive that the period  will
          not  be extended.  The preceding sentence shall
          first   be  effective  to  extend  the   period
          described in paragraph (a) until

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          December 31, 2003, unless written notice to the
          contrary  is provided to the Executive  by  the
          Company before September 1, 2000.

               (c)  The period described in paragraph (a)
          shall  be extended if there is a Control Change
          Date  during  the Term of this  Agreement.   In
          that  event, the period described in  paragraph
          (a)  shall be extended automatically until  the
          third  anniversary of the Control Change  Date.
          The period described in paragraph (a) shall  be
          further  extended by twelve months  under  this
          paragraph  (c)  unless the  Company,  at  least
          ninety  days  prior  to an anniversary  of  the
          Control Change Date, provides written notice to
          the  Executive  that  the period  will  not  be
          extended.   The preceding sentence shall  first
          be  effective to extend the period described in
          paragraph  (a)  (after  giving  effect  to  the
          extension  provided in the second  sentence  of
          this   paragraph   (c)),   until   the   fourth
          anniversary  of the Control Change Date  unless
          written  notice to the contrary is provided  to
          the Executive at least ninety days prior to the
          first anniversary of the Control Change Date.

      2.   Change  in Control Benefits.  The Executive  shall  be
entitled  to receive the severance and welfare benefits  and  the
pension  supplement described in this Section 2  if,  during  the
Term of this Agreement, (x) there is a Change in Control and  the
Executive's  employment with the Company and  its  successors  is
terminated  or terminates after the Control Change  Date  without
Cause  or  for  Good  Reason or (y) there  is  a  sale  or  other
divestiture of the business unit of the Company or its  successor
to which the Executive is assigned and the Executive's employment
with  the  Company and its successors is terminated or terminates
after such sale or divestiture without Cause or for Good Reason.

                (a)   The severance benefit payable under
          this Section 2 is an amount equal to the sum of
          (x)  three  times the Executive's  annual  base
          salary  (as in effect on the date the Executive
          ceases  to be employed by the Company  and  its
          successors  or, if greater, the highest  annual
          rate  of  base salary as in effect  during  the
          twelve  months  preceding  such  cessation   of
          employment) and (y) three times the Executive's
          annual  incentive plan target for the  year  in
          which  the  Executive ceases to be employed  by
          the  Company and its successors or, if greater,
          the   year   preceding   such   cessation    of
          employment.  The severance benefit described in
          the  preceding sentence shall be reduced by the
          amount of any severance benefit payable to  the
          Executive   under  the  Chesapeake  Corporation
          Salaried Employees' Benefits Continuation Plan.
          The   severance  benefit  payable  under   this
          Section   2,   less   applicable   income   and
          employment    taxes   and   other    authorized
          deductions,  shall be paid in a single  sum  as
          soon  as  practicable following the Executive's
          cessation  of employment with the  Company  and
          its successors.


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                (b)   The welfare benefits provided under
          this  Section 2 are continued coverage  of  the
          Executive   and   the   Executive's    eligible
          dependents under all life, disability,  medical
          and  dental benefit plans and programs in which
          the Executive participates immediately prior to
          the  Executive's  date of termination  on  such
          terms as are then in effect.  In the event that
          the  continued coverage of the Executive or the
          Executive's  eligible dependents  in  any  such
          plan  or  program is barred by its  terms,  the
          Company  shall arrange to provide the Executive
          and  the  Executive's eligible dependents  with
          benefits  substantially  similar  to  those  to
          which  they are entitled to receive under  such
          plans  or programs including, by way of example
          and not of limitation, the reimbursement of the
          Executive  of the cost or premium for continued
          coverage available pursuant to Section 4980B of
          the  Internal Revenue Code of 1986, as  amended
          ("COBRA").   The  continued  coverage  provided
          under  this Section 2 shall continue until  the
          earlier  of  (x) the third anniversary  of  the
          Executive's cessation of service to the Company
          and  its  successors and (y) the date that  the
          Executive  is  eligible  for  similar  coverage
          under another employer's plan.

                (c)  The pension supplement payable under
          this  Section  2  is  an amount  equal  to  the
          benefit  that the Executive would have  accrued
          under   the  Chesapeake  Corporation  Executive
          Supplemental Retirement Plan (the  "ESRP")  had
          the  Executive  remained  an  employee  of  the
          Company  until  the  third anniversary  of  the
          Executive's cessation of service to the Company
          and   its  successors  (i.e.,  recognizing   as
          service with the Company the months during such
          period and the Executive's attained age  as  of
          the   end   of   such  period).   The   pension
          supplement payable under this Section  2  shall
          be  reduced, but not below zero, by any benefit
          that  the Executive accrues during such  period
          under   any   employee  pension  benefit   plan
          maintained  by  the Company or  its  successor.
          The  present  value  of the pension  supplement
          payable  under this Section 2, less  applicable
          income   and   employment   taxes   and   other
          authorized  deductions,  shall  be  paid  in  a
          single   sum  to  the  Executive  as  soon   as
          practicable  following  the  cessation  of  the
          Executive's employment with the Company and its
          successors.   The present value of the  pension
          supplement payable under this Section 2 and any
          offset  or reductions for benefits provided  by
          the  Company or its successor shall be made  on
          an   actuarially  equivalent  basis  using  the
          SERP's actuarial assumptions and methods.

      3.   Benefits Prior to a Change in Control.  Subject to the
final sentence of this Section 3, the Executive shall be entitled
to  receive the severance and welfare benefits described in  this
Section  3 if, during the Term of this Agreement but prior  to  a
Change in Control or the sale or divestiture of the business unit
of the Company or its successor to which the Executive is

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assigned,  the  Executive's employment with the Company  and  its
successors is terminated by the Company or its successor  without
Cause.

                (a)   The severance benefit payable under
          this Section 2 is an amount equal to the sum of
          (x)  two  times  the  Executive's  annual  base
          salary  (as in effect on the date the Executive
          ceases  to be employed by the Company  and  its
          successors  or, if greater, the highest  annual
          rate  of  base salary as in effect  during  the
          twelve  months  preceding  such  cessation   of
          employment)  and (y) two times the  Executive's
          annual  incentive plan target for the  year  in
          which  the  Executive ceases to be employed  by
          the  Company and its successors or, if greater,
          the   year   preceding   such   cessation    of
          employment.  The severance benefit described in
          the  preceding sentence shall be reduced by the
          amount of any severance benefit payable to  the
          Executive   under  the  Chesapeake  Corporation
          Salaried Employees' Benefits Continuation Plan.
          The   severance  benefit  payable  under   this
          Section   3,   less   applicable   income   and
          employment    taxes   and   other    authorized
          deductions,  shall be paid in a single  sum  as
          soon  as  practicable following the Executive's
          cessation  of employment with the  Company  and
          its successors.

                (b)   The welfare benefits provided under
          this  Section 2 are continued coverage  of  the
          Executive   and   the   Executive's    eligible
          dependents under all life, disability,  medical
          and  dental benefit plans and programs in which
          the Executive participates immediately prior to
          the  Executive's  date of termination  on  such
          terms as are then in effect.  In the event that
          the  continued coverage of the Executive or the
          Executive's  eligible dependents  in  any  such
          plan  or  program is barred by its  terms,  the
          Company  shall arrange to provide the Executive
          and  the  Executive's eligible dependents  with
          benefits  substantially  similar  to  those  to
          which  they are entitled to receive under  such
          plans  or programs including, by way of example
          and not of limitation, the reimbursement of the
          Executive  of the cost or premium for continued
          coverage  under COBRA.  The continued  coverage
          provided  under  this Section 3 shall  continue
          until the earlier of (x) the second anniversary
          of  the Executive's cessation of service to the
          Company  and  its successors and (y)  the  date
          that  the  Executive  is eligible  for  similar
          coverage under another employer's plan.

No  benefits  will  be  payable or available  under  this
Section  3  unless the Executive executes a  release  and
waiver  of  the  Company in a form  satisfactory  to  the
Company and the Executive complies with Sections 4 and 5.

      4.   Confidentiality.  During the period of employment with
the   Company,   the   Executive  has  had  access   to   certain
confidential, non-public information concerning the Company  (the
"Information").  The Executive agrees to maintain the Information
as confidential and not

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disclose  it  to  third  parties or use  it  in  the  Executive's
employment with any direct or indirect competitor of the  Company
or  its  successors during employment with the  Company  and  its
successors  and thereafter following a termination of  employment
described  in  Section 3.  The Executive agrees  that  compliance
with this confidentiality obligation is a condition precedent  to
the  Executive's  right  to  receive the  benefits  described  in
Section 3.

      5.  Covenant Not to Compete.  The Executive agrees that  he
will  not  take  certain actions that would be  damaging  to  the
competitive position of the Company or its successor.  By  making
this  commitment,  the Executive agrees that  during  Executive's
employment  with the Company and its successors  and  for  twelve
months  thereafter  if  the  Executive's  employment  ceases   as
described  in  Section 3, the Executive will not (x)  accept  any
employment  with,  ownership interest  in,  or  engagement  as  a
consultant,  contractor  or  service  provider  to  any  business
engaged in a business that is competitive with the Company or its
successor  or  (y)  on  behalf of any such business  solicit  any
business  that  was a customer of the Company  or  its  successor
during the preceding twelve months. The Executive understands and
agrees  that  each provision of this Agreement is a separate  and
independent   clause,  and  if  any  clause   should   be   found
unenforceable,  that  will not affect the enforceability  of  the
other  clauses.  In the event that any of the provisions of  this
Agreement  should  ever be deemed to exceed the time,  geographic
area  or  activity limitations permitted by applicable  law,  the
Company and the Executive agree that such provisions must be  and
are  reformed  to the maximum time, geographic area and  activity
limitations permitted by applicable law, and expressly  authorize
a  court  having  jurisdiction to reform the  provisions  to  the
maximum  time, geographic area and activity limitations permitted
by applicable law.

      6.   Excise  Tax,  etc. Indemnity.  One  or  more  benefits
provided under this Agreement may constitute "parachute payments"
(as defined in Section 280G(b)(2)(A) of the Internal Revenue Code
of  1986,  as  amended (the "Code"), but without regard  to  Code
section  280G(b)(2)(A)(ii)).  In that event,  the  Company  shall
indemnify and hold the Executive harmless from the application of
the   tax   imposed  by  Code  section  4999.   To  effect   this
indemnification, the Company must pay the Executive an additional
amount  that is sufficient to pay any excise tax imposed by  Code
section  4999 on the payments and benefits to which the Executive
is  entitled (whether payable under this Agreement or  any  other
plan, agreement or arrangement), plus the excise, employment  and
income  taxes  on the additional amount.  Such additional  amount
shall  be paid to the Executive at such times as may be necessary
for  the  Executive to satisfy any such tax obligation, including
the payment of estimated taxes.

      7.  Legal Fees.  The Company or its successor will promptly
reimburse the Executive for reasonable legal fees and costs  that
the  Executive  may incur in connection with the  enforcement  of
this Agreement.

     8.  Definitions.  When used in this Agreement, the following
terms shall have the meanings set forth below:

                 (a)    "Cause"  means  the   Executive's
          conviction by a court of competent jurisdiction
          for, or pleading no contest to, a felony.

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                (b)   "Change  in Control" has  the  same
          meaning,  as  of any applicable  date,  as  set
          forth  in  the Chesapeake Corporation  Benefits
          Plan Trust (as in effect on such date).

                (c)   "Control Change Date" has the  same
          meaning,  as  of any applicable  date,  as  set
          forth  in  the Chesapeake Corporation  Benefits
          Plan Trust (as in effect on such date).

                (d)   "Good Reason" means (x) a  material
          reduction   in   the  Executive's   duties   or
          responsibilities;  (y)  the  failure   by   the
          Company   or   its  successor  to  permit   the
          Executive to exercise such responsibilities  as
          are  consistent with the Executive's  position;
          (z)  a  requirement that the Executive relocate
          his principal place of employment to a location
          that  is at least fifty miles farther from  his
          principal   residence  than  was   his   former
          principal place of employment; (x) the  failure
          by  the  Company or its successor to award  the
          Executive annual incentive, long-term incentive
          or  stock option opportunities consistent  with
          those provided to similarly situated executives
          and  (y)  the  failure by the  Company  or  its
          successor  to make a payment when  due  to  the
          Executive.

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

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

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


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      12.   Non-Disparagement.   The Company  and  the  Executive
agree,  that  after the Executive's employment with  the  Company
terminates,  to  refrain from taking any  action  or  making  any
statements, written or oral, which are intended to disparage  the
goodwill or reputation of the Company or the Executive.

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

WILLIAM T. TOLLEY                  CHESAPEAKE CORPORATION


By: /s/ William T. Tolley          By: /s/ Thomas H. Johnson
        William T. Tolley                  Thomas H. Johnson
Date__12/23/99    ________                 President & CEO
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