<PAGE>
                                                    EXHIBIT 10.14

                        SUPPLEMENTAL RETIREMENT AGREEMENT


       This Supplemental Retirement Agreement is entered into this 31st day of
  October, 1997, between Chesapeake Corporation (Chesapeake) and J. Carter Fox
  (Fox) in connection with Fox's expressed desire to step down as Chesapeake's
  President and Chief Executive Officer in order to facilitate and expedite
  Chesapeake's management succession process.  This Agreement is entered into
  in consideration of Fox's uninterrupted and valued service to Chesapeake for
  35 years, 17 of which were in the capacity of Chesapeake's Chief Executive
  Officer, and in consideration of the other mutual promises and undertakings
  set forth herein and in a separate Agreement and Release between Chesapeake
  and Fox, attached as Attachment A to this Agreement, regarding certain other
  matters not addressed in this Agreement.  Accordingly, Chesapeake and Fox
  have agreed to the following:

       (1)  Fox will cease active employment with Chesapeake on March 31, 1998.
            Fox will be paid salary at the rate of $525,000 a year through that
            date.

            Fox will work actively through December 31, 1997 and will be on
            call but on vacation from January 1, 1998 through March 31, 1998.

            Fox will be entitled to receive an incentive award under the
            Officers' Incentive Program for 1997 as determined by the Executive
            Compensation Committee of Chesapeake's Board of Directors.  This
            incentive award will be determined in accordance with the
            Committee's normal procedures and paid when the annual incentives
            are paid to other senior officers of Chesapeake (the A Bonus
            Payment Date).  This incentive award was estimated by Wally
            Stettinius (A Stettinius), Chairman of Chesapeake's Executive
            Compensation Committee, in a meeting with Fox on July 9, 1997 to be
            $315,000 based on the then projected 1997 financial results for
            Chesapeake.

            In addition, at this meeting it was agreed that Fox would be paid
            $200,000 as a bonus for his work on the sale to St. Laurent and
            $100,000 as a bonus to cover the estimated FICA taxes on his
            Supplemental Plan payments.  These bonus payments are to be paid to
            Fox on the Bonus Payment Date.  All of these bonus payments ( the
            annual incentive award, the $200,000 St. Laurent deal award and the
            $100,000 FICA bonus) will be considered 1997 incentive bonuses in
            calculating retirement benefits to Fox under the Supplemental Plan.

            Fox will remain as an active participant in and be entitled to
            receive any awards under the 1994-1997 Cycle and the Vision 2000
            (1996-2000 Cycle) of the Long-Term Incentive Program earned for
            Chesapeake's financial performance or Chesapeake's stock price
            performance.  These awards will be paid to Fox at the same time as
            payments are made to other participants in these cycles of the
            Long-Term Incentive Program. Except as otherwise provided in this
            Agreement, Chesapeake has no other obligations to Fox for any
            compensation, including but not limited to, salary, bonus,
            severance or vacation pay.

             Fox will be eligible to elect early retirement as of April 1, 1998
             (his A Retirement Date) under the provisions of the Chesapeake
             Corporation Retirement Plan for Salaried Employees (the A
             Qualified Plan) and the Chesapeake Corporation Executive
             Supplemental Retirement Plan (the A Supplemental Plan). If Fox
   <PAGE>
             elects early retirement at that time or if Fox should die before
             April 1, 1998, his benefits under both retirement plans will be
             enhanced by adding five (5) years to his age and service. This
             enhancement of both benefits will be paid as an additional benefit
             under the Supplemental Plan and will be subject to the provisions
             of the Supplemental Plan.  The preceding notwithstanding, if Fox
             should die before April 1, 1998, his additional benefit under the
             Supplemental Plan, shall be reduced by any payment under Section
             4.05(b) of the Supplemental Plan.

       (2)  Fox will continue to be eligible to participate in Chesapeake's
            employee benefits plans on the same basis as active employees,
            subject to their terms, as outlined below:

            (A)  Fox will continue to be covered under the group medical and
                 life insurance programs under the same terms and conditions
                 applicable to active employees until his Retirement Date.  At
                 the time Fox's coverage ceases he will have the following
                 options concerning his group insurance.

                 If Fox elects early retirement, he will be eligible to
                 participate in the retiree medical and life insurance programs
                 in accordance with their terms.

                 If Fox does not elect early retirement, he will have the
                 option under the COBRA provisions to continue his medical
                 coverage after termination by paying the required premium
                 amounts.  This option will be explained to him in a separate
                 letter at that time.
                 Fox will also have the option of converting his group life
                 insurance coverage that is not continued under the retiree
                 life insurance program, or any part of that coverage, to an
                 individual insurance policy.  His application for conversion
                 to an individual policy must be received by the insurance
                 carrier within 31 days from the date his coverage terminates
                 or he loses this conversion right.

            (B)  Fox will continue to be covered under the group dental program
                 until his Retirement Date.  At that time he will have the
                 option to continue coverage for up to 18 months under the
                 COBRA provisions by paying the required premium amounts.

            (C)  Fox's elections under the Flexible Benefits Program will
                 continue in effect in accordance with the terms of the Program
                 until his Retirement Date.

            (D)  Unless Fox otherwise notifies Chesapeake in writing, he will
                 remain a participant in the Chesapeake Corporation Salaried
                 Employees' Stock Purchase Plan, the 401(k) Savings Plan and
                 the 401(k) Restoration Plan, subject to the terms of each
                 Plan, until his Retirement Date.  Fox may continue to
                 participate in these Plans after his retirement to the extent,
                 and  with the same rights, as other retired Chesapeake
                 employees.

            (E)  Fox will continue until his Retirement Date as a participant
                 in the Qualified Plan and the Supplemental Plan in accordance
                 with the terms of each plan.
  <PAGE>
            (F)  Fox's rights to exercise any stock options granted to him will
                 expire on his Retirement Date unless he elects early
                 retirement.  If Fox elects early retirement, his rights to
                 exercise his outstanding stock options will continue
                 thereafter until the original expiration dates of the
                 individual option grants.

            (G)  Fox will continue to be eligible to receive reimbursement for
                 his monthly dues at the Commonwealth Club and his automobile
                 reimbursement under the terms of Chesapeake's reimbursement
                 programs until his Retirement Date.
            (H)  Fox will be eligible to participate under Chesapeake's
                 financial planning program until his Retirement Date to assist
                 him in his retirement financial planning.

            (I)  Fox's participation in or entitlement to any and all other
                 benefits or benefits plans will terminate effective as of
                 March 31, 1998.

       (3)  Chesapeake agrees to reimburse Fox for his travel expenses
            reasonably incurred as an active employee of Chesapeake through
            March 31, 1998 upon presentation by him of proper vouchers for such
            expenses.  It is understood that Fox will pay all personal expenses
            incurred by him on credit cards that may be issued in the name of,
            or guaranteed by Chesapeake or its affiliates.  Fox will return to
            Chesapeake all credit cards issued to him on which Chesapeake or
            its affiliates are liable either directly or as guarantor on March
            31, 1998.  Chesapeake will provide office space, in a location
            utilized by Chesapeake in the metropolitan Richmond area, and
            administrative assistance to Fox for the period August 1, 1997
            through September 8, 2004.  Fox may retain for his personal use the
            personal computers he currently uses for business purposes.

       (4)  Except as authorized by, or under the terms of, the letter dated
            October 31, 1997 from Harry H. Warner to Fox attached as Attachment
            B to this Agreement, Fox shall not enter into an employment or
            other arrangement with an enterprise in competition with Chesapeake
            during the period August 1, 1997 through March 31, 1998 or during
            the period Fox is receiving benefits under the Supplemental Plan.
            If Chesapeake believes Fox has entered into an employment or other
            arrangement in competition with Chesapeake, Chesapeake shall give
            written notice to Fox and Fox shall have ninety (90) days to
            terminate such employment or other arrangement. If the employment
            or other arrangement is in competition with Chesapeake and Fox
            fails to terminate such relationship, the payments and benefits
            provided under this Agreement and the Supplemental Plan shall cease
            as of the date of such written notice. If the employment or other
            arrangement in competition with Chesapeake occurs before March 31,
            1998 and Fox fails to terminate the relationship, Chesapeake
            reserves the right to also require Fox to cease the competing
            employment or other arrangement in competition with Chesapeake. If
            the employment or other arrangement is in competition with
            Chesapeake and occurs after March 31, 1998 and during the period
            Fox is entitled to receive benefits under the Supplemental Plan and
            Fox fails to terminate such relationship, Chesapeake=s sole remedy
            for Fox=s failure to cease the competing employment or other
            arrangement shall be cessation of the benefits payable under the
            Supplemental Plan. If the parties cannot agree as to whether Fox is
            in competition with Chesapeake, Chesapeake and Fox agree to use
            their best efforts to resolve the dispute through mediation or
       <PAGE>
            arbitration during the 90-day period. In any mediation,
            arbitration, or litigation over these issues, the reasonable legal
            fees and expenses shall be paid by the party incurring the
            expenses. For purposes of this Agreement, including Fox's rights to
            receive benefits under the Supplemental Plan, Fox will be deemed to
            be in competition with Chesapeake if he engages in competitive
            activities as set forth in Section 4.07(b) of the Supplemental
            Plan. Notwithstanding the foregoing, nothing in this Agreement
            shall prohibit the ownership by Fox of investments in one or more
            businesses that are registered under section 12 of the Securities
            Exchange Act of 1934 and constitute together with all such
            investments owned by any immediate family member or affiliate of or
            person acting in concert with Fox less than 5% of the outstanding
            registered investments in each such business.

       (5)  Fox shall continue to have the benefit and rights of
            indemnification as a director and officer for claims against him in
            connection with his activities on or before March 31, 1998 as an
            officer or director of Chesapeake and as long thereafter as Fox
            serves as a Director of Chesapeake or any of its subsidiaries or
            affiliates.

       (6)  If Fox serves as a Director of Chesapeake or any of its
            subsidiaries or affiliates after March 31, 1998, he will be paid on
            the same basis as other outside directors.

       (7)  This Agreement contains all the promises and covenants made by Fox
            and Chesapeake with respect to its subject matter except Chesapeake
            may designate, by written notification to Fox, any specific
            activity by Fox as an activity not considered in competition with
            Chesapeake under the terms of Attachment B to this Agreement.

       (8)  This Agreement shall be binding upon Chesapeake and any purchasers
            or successors to all or a substantial portion of the business of
            Chesapeake.

       (9)  This Agreement shall be construed and enforced, to the extent not
            preempted by federal law, in accordance with the laws of the
            Commonwealth of Virginia (except the provisions thereof regarding
            conflicts of law).

       IN WITNESS WHEREOF, the parties hereto affix their signatures on the
  dates indicated as follows:

                                     CHESAPEAKE CORPORATION

  Date:___________________
                                     By:_________________________
                                         Chairman, Committee of
                                          Outside Directors


                                         _________________________
                                          Vice President

  Date:___________________

                                         _________________________
                                          J. Carter Fox
  <PAGE>
  Attachment A to
   Supplemental Retirement
   Agreement dated
   October 31, 1997
   by and between
   Chesapeake Corporation
   and J. Carter Fox

                        AGREEMENT AND RELEASE



       In consideration of the mutual promises and undertakings set forth
  herein, J. Carter Fox  ("Fox") and Chesapeake Corporation, and its corporate
  affiliates and their officers, agents and employees ("Chesapeake"), do hereby
  covenant and agree as follows:

   (1)  Fox acknowledges his responsibility to not use or divulge any
   confidential or proprietary information to which he has had access during
   his employment with Chesapeake to others in any way except by subpoena,
   court order or in connection with a legal proceeding

       (2)  In exchange for the benefits provided by the Supplemental
            Retirement Agreement (to which Fox acknowledges he would not
            otherwise be entitled), Fox waives, releases, quitclaims and
            covenants not to sue Chesapeake from or on account of each and
            every claim, damage, demand, liability or cause of action which he
            may have of any kind or nature whatsoever (whether arising under
            the various state and federal laws, including, by way of example,
            but not limited to, rights and possible remedies under Title VII of
            the Civil Rights Act of 1964 and the Age Discrimination in
            Employment Act of 1967 as amended, or any other law, order,
            regulation or under the common law) occurring or arising on or
            before the date that this Agreement becomes effective, which he may
            have or may have had against Chesapeake, its corporate affiliates,
            and their officers, agents and employees and their successors and
            assigns as a result of his employment or his retirement from his
            employment.  This means that if Fox has any kind of legal claim
            against Chesapeake because of his employment or his retirement,
            whether under the Age Discrimination in Employment Act or any other
            law, order, regulation or under the common law, he is giving it up
            forever by signing and accepting benefits under this Agreement.  He
            is giving up such claims and agreeing not to sue Chesapeake for
            them, if they arose before the date of this Agreement, even if he
            may not know about them when he signs this Agreement.  He does not
            give up any right or claim which may arise after he signs this
            Agreement.

       (3)  Fox may revoke this Agreement at any time within seven (7) days
            following the date he signs it.  In the event he does not revoke
            it, this Agreement shall become effective on the eighth day
            following the date he has signed it.

        (4) Fox has read this Agreement and Release.  He has had a full
            twenty-one (21) days to review it and to consider it.  He
            has been advised and has had the opportunity to consult with
            an attorney of his own choosing about it.  He understands
            its terms and he agrees to it voluntarily and knowingly,
            understanding that it will be binding on himself, his
            dependents and any successor in interest to them.

   <PAGE>
       (5)  Fox and Chesapeake agree that except as required by law or a
            regulatory body neither party will disclose or allow anyone else to
            disclose the terms of this Agreement and Release without
            Chesapeake's or Fox's, as the case may be, prior written
            authorization.  In addition, Fox may make necessary disclosure to
            his spouse, counsel, accountant, banks with which Fox regularly does
            business and tax advisor and Chesapeake may make necessary
            disclosure to its legal and financial advisors.


  IN WITNESS WHEREOF, the parties hereto affix their signatures on the dates
  indicated as follows:

                                     CHESAPEAKE CORPORATION


  Date:  ____________________



                                     By:______________________
                                        Chairman, Committee of
                                        Outside Directors


                                         _______________________
                                         Vice President


                                          _____________________
                                           J. Carter Fox


  Date:_____________________

  <PAGE>

  Attachment B to
  Supplemental Retirement
   Agreement dated
   October 31, 1997
   by and between
   Chesapeake Corporation
   and J. Carter Fox


                                   October 31, 1997

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

     Re:  Executive Supplemental Retirement Plan

  Dear Carter:

     You have requested a waiver of the non-compete provisions of the Executive
  Supplemental Retirement Plan (the "Plan") as to certain activities described
  in your letter of July 9, 1997, to me and Wally.

       With regard to the category C activities (teaching and advocating
  sustainable forestry), I concur that those activities would not violate the
  non-compete provisions of the Plan.

       With regard to the Category A activities (serving on Boards of Directors
  and buying and operating small businesses), the provisions of the non-compete
  would generally control, but the company will, upon your request, consider
  from time to time whether specific activities you may consider would violate
  the non-compete provisions of the Plan or not and, if they do appear to
  violate the non-compete provisions, whether the Company would waive the non-
  compete as to such activities.  The Company will not unreasonably refuse to
  consider, or unreasonably delay responding to, a request you may make for a
  waiver of the non-compete.  I suggest that such consideration be requested
  before you make any significant investment in such activities so that any
  issues which may exist can be resolved in an orderly manner.

       With regard to the category B activities:

            a.  The Company waives the non-compete provisions of the Plan as to
       (i) oyster culture and the oyster business in general and (ii) ownership
       or management of Spaulding Lumber Company.

            b.  The Company waives the non-compete provisions of the Plan as to
       (i) consulting to commercial or investment banks on investment advice,
       mergers and acquisitions, and financing, and (ii) securities analysis of
       forest products, paper and packaging stocks.  These waivers are subject
       to the conditions that such activities (i) will not breach your
       obligations to not disclose confidential, non-public information about
       Chesapeake, (ii) will not involve your use or disclosure of  information
       obtained while you were an employee of Chesapeake which is restricted by
       the terms of a confidentiality agreement signed by Chesapeake, and (iii)
       will not involve advice on Chesapeake.

            c.  The Company waives the non-compete provisions of the Plan as to
       your personal buying and selling of timberlands, including the growing,
       <PAGE>
       harvesting and selling trees thereon, and advocating the practice of
       sustainable forestry.  The Company waives the non-compete provisions of
       the Plan as to consulting forestry services conducted with regard to
       land which lies outside the geographical area of Virginia, Delaware and
       the Eastern Shore of Maryland.  The Company waives the non-compete
       provisions of the Plan as to consulting forestry activities involving
       land within the geographical area of Virginia, Delaware and the Eastern
       Shore of Maryland provided such services do not directly compete with
       Chesapeake.  To the extent that you consider specific activities which
       you feel may violate the non-compete provisions of the Plan, the Company
       will consider such matters in the same manner as Category A activities
       are to be considered.  In the event of a sale or transfer of
       substantially all of Chesapeake's timberlands to an unrelated third
       party or parties, the non-compete provisions of the Plan would be deemed
       to not restrict your consulting forestry activities.

     To the extent you have questions from time to time about the potential
  application of the non-compete provisions of the Plan to activities you are
  considering, please contact J.P. Causey and he will provide you a response.

                                   Sincerely,


                                   Harry H. Warner
                                   Chairman,
                                   Committee of Outside
                                        Directors