EX 10.23





December 17, 2001





Mr. William T. Tolley
3805 Barrington Hill Drive
Richmond, VA 23233

Dear Bill:

RE: SEPARATION AGREEMENT, WAIVER AND RELEASE



As has been discussed with you, your employment with Chesapeake Corporation ("Chesapeake") is being terminated as a result of the elimination of your position.  Your last day of work will be December 31, 2001 (the "Last Day Worked"), and you will be paid through April 2, 2002 (the "Termination Date"), which is the effective date of your termination of employment.

In order to assist you with your transition, Chesapeake is offering you certain enhanced severance benefits, as described within this Letter Agreement.  In order to receive these enhanced severance benefits, you must sign this Letter Agreement and return it to me by February 1, 2002.  I encourage you to review this Letter Agreement carefully and to consult with an attorney prior to executing it.  If you change your mind after signing this Letter Agreement, you may revoke your decision within a period of 7 days after you sign this Letter Agreement by giving written notice to me or another officer of Chesapeake of such revocation.  Unless such revocation is properly and timely given, this Release will become effective and enforceable upon the expiration of the 7 day period.

The terms of this Letter Agreement with Chesapeake, should you choose to sign it, are:

1. Severance Pay:
2. During the period from your Last Day Worked through your Termination Date you will be paid your normal semimonthly base salary on the regular semi-monthly pay dates.  You will not be eligible to participate in any incentive or bonus programs during this period.  During this period, you may continue to participate in Chesapeake's normal benefit programs, except you will not be credited with, or paid for, any vacation time.  You will also be able to participate in Chesapeake's Tax Return and Financial Planning Program and Club Dues Reimbursement Program.  During this period you will be available to provide guidance and respond to questions relating to your former duties at Chesapeake.
3. Life, Disability, Medical and Dental Benefits:  Under your Executive Agreement
4. Medical and Dental Coverage - You will continue to be eligible to participate in Chesapeake's medical and dental benefit plans in accordance with the plan provisions through the Continuation Period.  Your continued eligibility will be contingent upon your paying the employee contributions charged to active employees towards the cost of the coverage.  At the completion of the Continuation Period you will be eligible to elect to continue your medical and/or dental coverage with Chesapeake under the COBRA provisions.  You will be furnished a COBRA election form at that time.
5. Disability - You will be eligible to continued coverage under Chesapeake's long term disability plan in accordance with the plan provisions through the Continuation Period.
6. Life Insurance - Chesapeake will continue Basis life insurance coverage for you in the amount of $270,000, which is the amount you had immediately prior to your Termination Date through the Continuation Period.  You may continue your $250,000 in Supplemental life insurance coverage and $250,000 in Accidental Death and Dismemberment coverage by paying the normal employee contributions for these coverages.

| | Sincerely,                         
| | -----------------------------------
| | /s/ J. P. Causey Jr.               
| | J. P. Causey Jr.                   
| | Executive Vice President, Secretary
| | & General Counsel                  

By signing below, I agree to the terms of this Letter Agreement:

/s/ William T. TolleyWilliam T. Tolley				Date: 12/20/01