CREDIT AGREEMENT,



                   dated as of June 15, 2000,



                              among



                     CHESAPEAKE CORPORATION



                      as the U.S. Borrower,



               CHESAPEAKE UK ACQUISITIONS II PLC,

                 CHESAPEAKE UK ACQUISITIONS PLC,

                CHESAPEAKE U.K. HOLDINGS LIMITED,

                 BOXMORE INTERNATIONAL PLC, and

                         FIELD GROUP PLC



                     as the U.K. Borrowers,



                     CHESAPEAKE EUROPE, SAS



                     as the French Borrower,



        VARIOUS FINANCIAL INSTITUTIONS AND OTHER PERSONS

                FROM TIME TO TIME PARTIES HERETO,



                         as the Lenders,



                   FIRST UNION NATIONAL BANK,



                  as the Administrative Agent,



                   BANK OF AMERICA, N.A., and



                    as the Syndication Agent,



                      WACHOVIA BANK, N.A.,



                   as the Documentation Agent.

                   ___________________________



                  FIRST UNION SECURITIES, INC.,

            as the Lead Arranger and Sole Book Runner



                        CREDIT AGREEMENT



     THIS CREDIT AGREEMENT, dated as of June 15, 2000, is among

CHESAPEAKE CORPORATION, a Virginia corporation (the "U.S.

Borrower"), CHESAPEAKE UK ACQUISITIONS II PLC, a public limited

company incorporated under the laws of England and Wales ("U.K.

Acquisitions II"), CHESAPEAKE UK ACQUISITIONS PLC, a public

limited company incorporated under the laws of England and Wales

("U.K. Acquisitions"), CHESAPEAKE U.K. HOLDINGS LIMITED, a

limited liability company incorporated under the laws of England

and Wales ("U.K. Holdings"), BOXMORE INTERNATIONAL PLC, a public

limited company incorporated under the laws of Northern Ireland

("Boxmore"), CHESAPEAKE EUROPE, SAS, a Societe par Actions

Simplifiee company organized under the laws of France  (the

"French Borrower"), FIELD GROUP PLC, a public limited company

incorporated under the laws of England and Wales ("Field"; each

of U.K. Acquisitions, U.K. Acquisitions II, U.K. Holdings,

Boxmore and Field is sometimes referred to herein as a "U.K.

Borrower" and collectively sometimes referred to herein as the

"U.K. Borrowers", and together with the U.S. Borrower and the

French Borrower, each sometimes referred to herein as a

"Borrower" and collectively sometimes referred to herein as  the

"Borrowers"), the various financial institutions and other

Persons from time to time parties hereto (the "Lenders"), FIRST

UNION NATIONAL BANK ("First Union"), as administrative agent (in

such capacity, the "Administrative Agent") for the Lenders, and

FIRST UNION SECURITIES, INC., as the Lead Arranger and Sole Book

Runner (in such capacity, the "Arranger").



                      W I T N E S S E T H:



     WHEREAS, each U.K. Borrower is a Subsidiary (such

capitalized term and other capitalized terms used in these

recitals to have the definitions set forth in Section 1.1) of the

U.S. Borrower;



     WHEREAS, the Borrowers seek to refinance (the "Refinancing")

certain Indebtedness of the U.S. Borrower and its Subsidiaries;



     WHEREAS, to provide a portion of the financing necessary for

the purposes set forth in Section 7.1.7, the Borrowers have

requested that the Lenders, the Swing Line Lender, the Issuer and

the Loan Note Guarantor provide the following Commitments:



          (a) a Revolving Loan Commitment (to include

     availability for Revolving Loans, Swing Line Loans, the Loan

     Note Guaranty, Other Currency Loans and Letters of Credit)

     pursuant to which Revolving Loans will be made to the

     Borrowers, in a maximum aggregate principal amount not to

     exceed the Revolving Loan Commitment Amount, from time to

     time from and after the Closing Date until the Revolving

     Loan Commitment Termination Date;



          (b) a Loan Note Guaranty pursuant to which the Loan

     Note Guarantor will issue a Loan Note Guaranty, denominated

     in Sterling, in a maximum aggregate amount not to exceed the

     Loan Note Guaranty Commitment Amount, on the Closing Date;



          (c) a Letter of Credit Commitment pursuant to which the

     Issuer will issue Letters of Credit (subject to the

     Revolving Loan Commitment Amount and the aggregate usage

     thereof) from time to time from and after the Closing Date

     until the Revolving Loan Commitment Termination Date;







          (d) a Swing Line Loan Commitment pursuant to which

     Swing Line Loans will be made to the U.S. Borrower (subject

     to the Revolving Loan Commitment Amount and the aggregate

     usage thereof) from time to time from and after the Closing

     Date until the Revolving Loan Commitment Termination Date;

     and



          (e) an Other Currency Loan Commitment pursuant to which

     Other Currency Loans will be made to the Borrowers (subject

     to the Revolving Loan Commitment Amount and the aggregate

     usage thereof) from time to time from and after the Closing

     Date until the Revolving Loan Commitment Termination Date;

     and



     WHEREAS, the Lenders, the Issuer and the Loan Note Guarantor

are willing, on the terms and subject to the conditions

hereinafter set forth, to extend the Commitments and make Loans

to the Borrowers, issue (or participate in) Letters of Credit and

issue (or participate in) the Loan Note Guaranty;



     NOW, THEREFORE, the parties hereto hereby agree as follows:





                           ARTICLE I

                DEFINITIONS AND ACCOUNTING TERMS



     SECTION I.1.  Defined Terms.  The following terms (whether

or not underscored) when used in this Agreement, including its

preamble and recitals, shall, except where the context otherwise

requires, have the following meanings (such meanings to be

equally applicable to the singular and plural forms thereof):



     "Absolute Rate" means, with respect to an Absolute Rate Loan

made by a given Lender, a fixed rate of interest per annum

(rounded to the nearest 1/16th of 1%) offered by such Lender and

accepted by the applicable Borrower.



     "Absolute Rate Auction" means a solicitation of Competitive

Bid Loan quotes at an Absolute Rate pursuant to Section 2.8.



     "Absolute Rate Loan" means a Competitive Bid Loan which

bears interest at an Absolute Rate.



     "Account" means any account (as that term is defined in

Section 9-106 of the UCC) of the U.S. Borrower or any of its

wholly-owned U.S. Subsidiaries arising from the sale or lease of

goods or rendering of services.



     "Adjusted EBITDA" means, with respect to the Borrowers and

their Subsidiaries on a consolidated basis, for any applicable

period, EBITDA for such period, as adjusted for the pro forma

impact of any Permitted Acquisitions or Dispositions of assets

during such period, such adjustments to be in form and substance

reasonably satisfactory to the Administrative Agent.



     "Adjusted Percentage" is defined in clause (b) of Section

2.2.3.



     "Administrative Agent" is defined in the preamble and

includes each other Person, if any, appointed as the successor

Administrative Agent pursuant to Section 9.4.



                               -2-



     "Affiliate" of any Person means any other Person which,

directly or indirectly, controls, is controlled by or is under

common control with such Person.  "Control" of a Person means the

power, directly or indirectly,



          (a)  to vote 10% or more of the Capital Securities (on

     a fully diluted basis) of such Person having ordinary voting

     power for the election of directors, managing members or

     general partners (as applicable); or



          (b)  to direct or cause the direction of the management

     and policies of such Person (whether through ownership of

     Capital Securities, by contract or otherwise).



     "Agreement" means, on any date, this Credit Agreement as

originally in effect on the Effective Date and as thereafter from

time to time amended, supplemented, amended and restated or

otherwise modified from time to time and in effect on such date.



     "Alternate Base Rate" means, on any date and with respect to

all Base Rate Loans, a fluctuating rate of interest per annum

equal to the higher of (a) the Base Rate in effect on such day;

and (b) the Federal Funds Rate in effect on such day plus 1/2 of

1%.  Changes in the rate of interest on that portion of any Loans

maintained as Base Rate Loans will take effect as of the opening

of business on the date of each change in the Alternate Base

Rate.  The Administrative Agent will give notice promptly to the

Borrowers and the Lenders of changes in the Alternate Base Rate;

provided, that the failure to give such notice shall not affect

the Alternate Base Rate in effect after such change.  If for any

reason the Administrative Agent shall have determined (which

determination shall be conclusive in the absence of manifest

error) that it is unable to ascertain the Federal Funds Rate for

any reason, including the inability or failure of the

Administrative Agent to obtain sufficient quotations in

accordance with the terms hereof, the Alternate Base Rate shall

be determined without regard to clause (b) of the first sentence

of this definition, until the circumstances giving rise to such

inability no longer exist.



     AApplicable Margin@ means the applicable percentage set

forth below corresponding to the relevant Leverage Ratio:





    Leverage Ratio      Applicable Margin    Applicable Margin

                       for LIBO Rate Loans     for Base Rate

                                                   Loans



Greater than or equal         1.125%               .125%

       to 3.5:1



Greater than or equal         1.00%                 0%

       to 3.0:1



Greater than or equal          .75%                 0%

       to 2.5:1



Greater than or equal         .675%                 0%

       to 2.0:1



   Less than 2.0:1            .600%                 0%



Notwithstanding anything to the contrary set forth in this

Agreement, the Applicable Margin for all (a) LIBO Rate Loans from

the Effective Date through (and including) December 31, 2000

shall be no less than 1.00% and (b) Base Rate Loans from the

Effective Date through (and including) December 31, 2000 shall be



                              -3-



no less than 0%.  The Leverage Ratio used to compute the

Applicable Margin shall be the Leverage Ratio set forth in the

Compliance Certificate most recently delivered by the Borrowers

to the Administrative Agent. Changes in the Applicable Margin

resulting from a change in the Leverage Ratio shall become

effective upon delivery by the Borrowers to the Administrative

Agent of a new Compliance Certificate pursuant to clause (c) of

Section 7.1.1.  If the Borrowers fail to deliver a Compliance

Certificate within 50 days after the end of any Fiscal Quarter

(or within 90 days, in the case of the last Fiscal Quarter of the

Fiscal Year), the Applicable Margin from and including the 51st

(or 91st, as the case may be) day after the end of such Fiscal

Quarter to but not including the date the Borrowers deliver to

the Administrative Agent a Compliance Certificate shall

conclusively equal the highest Applicable Margin set forth above.



     "Arranger" is defined in the preamble.



     "Assignee Lender" is defined in Section 10.11.1.



     "Assignor Lender" is defined in Section 10.11.1.



     "Associated Costs" means, with respect to any Loan

denominated in an Other Currency, for any Interest Period, the

cost as calculated by the Administrative Agent in accordance with

Schedule III hereto imputed to each applicable Lender of

compliance with the mandatory liquid assets requirements of the

Bank of England and/or the Financial Services Authority during

that Interest Period, expressed as a percentage.



     "Authorized Officer" means, relative to any Obligor, those

of its officers, general partners or managing members (as

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