EX 10.13

                       FIRST AMENDMENT TO
           EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT


       FIRST  AMENDMENT  TO  EMPLOYMENT  AND  SEVERANCE  BENEFITS
AGREEMENT,  dated  as of September 13, 1999,  between  CHESAPEAKE
CORPORATION, a Virginia corporation (the "Company"),  and  THOMAS
H. JOHNSON (the "Executive").

      WHEREAS,  the  Company and the Executive  entered  into  an
Employment and Severance Benefits Agreement (the "Agreement")  as
of July 17, 1997; and

      WHEREAS,  the Company has approved the terms of  agreements
with   selected  officers  of  the  Company  to  provide  certain
assurances  to  the  officers regarding the terms  applicable  to
certain  terminations  of the officers  service  and  to  provide
certain assurances to the Company regarding the officers' conduct
during  the  term of the agreements and following  the  officers'
termination of service; and

      WHEREAS, the Company and the Executive desire to amend  the
Agreement  to  conform certain provisions to  the  terms  of  the
agreements between the Company and other officers of the Company;

      NOW  THEREFORE,  the  Agreement is hereby  amended  in  the
following respects:

      FIRST:  Section 1(a) of the Agreement is amended to read as
follows:

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

     SECOND:  Section 1(b) of the Agreement is amended to read as
follows:

    (b)  Change in Control.  "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).

      THIRD:   Section  1(d) of the Agreement  is  renumbered  as
Section 1(e) and the following new Section 1(d) is added  to  the
Agreement:

    (d)   Control Change Date.  "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).

      FOURTH:   A  new Section 1(f) is added to the Agreement  to
provide as follows:

    (f)   Good  Reason.  "Good Reason" means (x)  a  material
    reduction  in the Executive's duties or responsibilities;
    (y)  the  failure  by the Company or  its  successors  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.

     FIFTH:  Section 2 is hereby amended to read as follows:

    2.   Term.  Subject to Section 7 hereof, the term of this
    Agreement  (the "Employment Term") shall  be  the  period
    described  in the following Section 2(a) and  any  period
    for  which  the same may be extended as provided  in  the
    following Sections 2(b) and 2(c).

        (a)    The   Employment  Term  includes  the   period
   beginning  on  July 17, 1997, and ending on  December  31,
   2002.

        (b)   The  period described in Section 2(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 Section  2(a)
   until  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 Section 2(a) shall
    be  extended if there is a Control Change Date during the
    Employment Term.  In that event, the period described  in
    Section  2(a) shall be extended automatically  until  the
    third anniversary of the Control Change Date.  The period
    described  in Section 2(a) shall be further  extended  by
    twelve months under this Section 2(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 Section 2(a) (after giving effect  to
    the  extension  provided in the second sentence  of  this
    Section  2(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.

      SIXTH:  Section 7(c) of the Agreement is amended to read as
follows:

    (c)  By the Company Without Cause.  The Company may terminate
    the  Executive's  employment  under  this  Agreement  without
    Cause,  and  other than by reason of his death or Disability,
    by  sending  written notice of termination to the  Executive,
    which notice shall specify a date not less than ten (10)  and
    not  more than ninety (90) days after the date of such notice
    as  the  effective date of such termination (the "Termination
    Date").  From the date of such notice through the Termination
    Date,  the  Executive shall continue to  perform  the  normal
    duties  of his employment hereunder and shall be entitled  to
    receive when due all compensation and benefits applicable  to
    the  Executive hereunder.  Promptly following the Termination
    Date, the Company shall pay the Standard Termination Payments
    to  the  Executive.  In addition, the Company  shall  pay  or
    provide  the Executive the amounts and the benefits described
    in  the  following  Section 7(c)(i) or Section  7(c)(ii),  as
    applicable.

           (i)   The  Executive shall be entitled to receive  the
     severance  and  welfare benefits and the pension  supplement
     described  in this Section 7(c)(i) if, during the Employment
     Term,  there  is  a  Change in Control and  the  Executive's
     employment with the Company and its successors is terminated
     after the Control Change Date without Cause.

                (a)   The severance benefit payable under
          this Section 7(c)(i) 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  7(c)(i),  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 7(c)(i) 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 7(c)(i) 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 7(c)(i) 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  7(c)(i)
          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  7(c)(i),   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  7(c)(i)
          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.

           (ii)   Subject to the final sentence of  this  Section
     7(c)(ii),  the  Executive shall be entitled to  receive  the
     severance  and  welfare benefits described in  this  Section
     7(c)(ii)  if,  during the Employment Term  but  prior  to  a
     Change  in  Control,  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 7(c)(ii) 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  7(c)(ii), 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 7(c)(ii) 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  7(c)(ii)  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.

     No  benefits will be payable or available under this
     Section  7(c)(ii)  unless the Executive  executes  a
     release  and  waiver  of  the  Company  in  a   form
     satisfactory  to  the  Company  and  the   Executive
     complies with Sections 8 and 9.

     The  Executive  shall  have  no  obligation  whatsoever   to
     mitigate any damages, costs or expenses suffered or incurred
     by the Company with respect to the severance obligations set
     forth in this Section 7(c) and, except as set forth in  this
     Section   7(c),  no  such  severance  payments  or  benefits
     received or receivable by the Executive shall be subject  to
     any  reduction, offset, rebate, or repayment as a result  of
     any  subsequent employment or other business activity by the
     Executive.

     SEVENTH:  Section 7(d) of the Agreement is hereby amended to
read as follows:

               (d)   By the Executive. (i) The Executive  may
    terminate  his  employment, and any  further  obligations
    which  the  Executive  may have to  perform  services  on
    behalf  of  the Company hereunder at any time  after  the
    date hereof, by sending written notice of termination  to
    the  Company, not less than ninety (90) days prior to the
    effective  date of such termination.  During such  ninety
    (90)  day period, the Executive shall continue to perform
    the  normal duties of his employment hereunder, and shall
    be  entitled  to  receive when due all  compensation  and
    benefits applicable to the Executive hereunder.   If  the
    Executive  elects  to terminate his employment  hereunder
    (other  than  as  a  result  of  Disability),  then   the
    Executive  shall  be  entitled to  receive  the  Standard
    Termination  Payments,  but the  Company  shall  have  no
    obligation  to make payments or provide benefits  to  the
    Executive  except  as provided in the  following  Section
    7(d)(ii).

           (ii)   The Executive shall be entitled to receive  the
     severance  and  welfare benefits and the pension  supplement
     described in this Section 7(d)(ii) if, during the Employment
     Term,  there  is  a  Change  in Control  and  the  Executive
     terminates   his  employment  with  the  Company   and   its
     successors within one (1) year after the Control Change Date
     (with  or  without  Good  Reason) or  thereafter  with  Good
     Reason.

                (a)   The severance benefit payable under
          this Section 7(d)(ii) 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  7(d)(ii), 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 7(d)(ii) 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  7(d)(ii)  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 7(d)(ii) 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  7(d)(ii)
          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  7(d)(ii),   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  7(d)(ii)
          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.

      The  Executive shall have no obligation  whatsoever  to
mitigate  any damages, costs or expenses suffered or incurred
by  the Company with respect to the severance obligations set
forth  in  this Section 7(d)(ii) and, except as set forth  in
this Section 7(d)(ii), no such severance payments or benefits
received  or receivable by the Executive shall be subject  to
any  reduction, offset, rebate, or repayment as a  result  of
any  subsequent employment or other business activity by  the
Executive.

      EIGHTH:  Section 7(e) of the Agreement is hereby amended by
deleting the language that follows the first sentence thereof.

       NINTH:   Sections  9  through  19  of  the  Agreement  are
renumbered  as  Sections  11 through 21,  respectively,  and  the
Agreement is further amended by adding the following as  Sections
9 and 10:

           9.  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 7(c)(ii), 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.

           10.   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.

     TENTH:  Section 12 of the Agreement (numbered Section 10
prior  to giving effect to the preceding amendment) is hereby
amended  by  designating the existing provisions  as  Section
12(a) and by adding a new Section 12(b) to read as follows:

           (b)   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.

      Except  as  provided  above, the terms  of  the  Agreement,
effective as of July 17, 1997, shall remain in effect.

      IN  WITNESS  WHEREOF,  the Company has  caused  this  First
Amendment  to Employment and Severance Benefits Agreement  to  by
duly  executed on its behalf and the Executive has duly  executed
this   First  Amendment  to  Employment  and  Severance  Benefits
Agreement, all as of the date first above written.


THOMAS H. JOHNSON                  CHESAPEAKE CORPORATION


By: /s/ Thomas H. Johnson          By /s/ Thomas A. Smith
        Thomas H. Johnson                 Thomas A. Smith
Date:____12/20/99____                   Vice President - Human Resources
                                        Title