<PAGE>
                                                                    EXHIBIT 10.8

COURT OF CHANCERY FOR THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY

------------------------------------------------
                                                )
CARDINAL VALUE EQUITY PARTNERS, L.P.,           )
                                                )
                         Derivative Plaintiff,  )   CIVIL ACTION NO. 105-N
                                                )
v.                                              )
                                                )
CONRAD M. BLACK, BARBARA AMIEL BLACK, RICHARD   )
R. BURT, DANIEL W. COLSON, HENRY A. KISSINGER,  )
SHMUEL MEITAR, GORDON A. PARIS, RICHARD N.      )
PERLE, F. DAVID RADLER, GRAHAM W. SAVAGE,       )
RAYMOND G.H. SEITZ, JAMES R. THOMPSON, MARIE    )
JOSEE KRAVIS, DWAYNE O. ANDREAS, LORD           )
WEIDENFELD, RAYMOND G. CHAMBERS, LESLIE H.      )
WEXNER, PETER Y. ATKINSON, A. ALFRED TAUBMAN,   )
ROBERT S. STRAUSS, BRADFORD PUBLISHING COMPANY, )
and HORIZON PUBLICATIONS, INC.,                 )
                                                )
                         Defendants,            )
                                                )
And                                             )
                                                )
                                                )
HOLLINGER INTERNATIONAL INC.                    )
                                                )
                         Nominal Defendant.     )
                                                )
------------------------------------------------

                   AMENDED AGREEMENT OF COMPROMISE AND RELEASE
                   OF OUTSIDE DIRECTOR DEFENDANTS CONDITIONED
                          ON ENTRY OF APPROPRIATE ORDER

          Derivative Plaintiff Cardinal Value Equity Partners, L.P. ("Cardinal"
or "Plaintiff"), nominal defendant Hollinger International Inc. ("Hollinger
International" or the "Company"), and defendants Dwayne O. Andreas, Richard R.
Burt, Raymond G. Chambers, Henry A. Kissinger, Marie-Josee Kravis, Shmuel
Meitar, Robert S. Strauss, A. Alfred Taubman, James R. Thompson, Lord Weidenfeld
of Chelsea, and Leslie H. Wexner (collectively, the "Outside Directors"), and
previously dismissed defendants Gordon A. Paris, Graham W. Savage and Raymond
G.H. Seitz (collectively, the "Special Committee Members," and together with
Plaintiff, Hollinger International, and the Outside Directors, the "Settling
Parties"), hereby submit this Agreement of Compromise and Release (the "Outside
Director Settlement" or "Outside Director Agreement") for the Court's approval:

          WHEREAS:

     A. Hollinger International is a newspaper publishing company that
<PAGE>
publishes the CHICAGO SUN-TIMES and a large number of community newspapers in
the Chicago area, and is incorporated in Delaware.

     B. Cardinal is an owner of record of 100 shares of Hollinger International
and has been a beneficial owner of or had investment discretion over as many as
1,500,000 shares since December 1998.

     C. In June 2003, Hollinger International's Board of Directors established a
special committee (the "Special Committee") to investigate non-controlling
shareholder allegations of self-dealing on the part of Defendant Conrad M. Black
and others. Newly appointed independent directors Gordon A. Paris, Graham W.
Savage, and Raymond G.H. Seitz, were appointed to the Special Committee.

     D. In July 2003, Cardinal commenced an action pursuant to 8 Del. C. Section
220 to obtain documents concerning the alleged misconduct of Black and others.
The Company produced more than 3,600 pages of documents to Cardinal in
connection with that action.

     E. The Special Committee initially discovered that $32.5 million in
so-called non-competition payments to Black, F. David Radler, Hollinger Inc.,
John A. Boultbee, and Peter Y. Atkinson had not been authorized or approved by
either the Hollinger International Audit Committee or the full Board of
Directors. In November 2003, the Company, Black and Hollinger Inc. signed an
agreement called the Restructuring Proposal, which provided for, among other
things, changes to Hollinger International's senior management, repayment of the
unauthorized non-competition payments, and the commencement of a "Strategic
Process."

     F. On December 9, 2003, Cardinal filed the complaint in this action (the
"Action"), asserting claims derivatively on behalf of nominal defendant
Hollinger International. The defendants included Hollinger International
directors and officers Black, Radler, Barbara Amiel Black, Daniel W. Colson, and
Richard N. Perle, as well as two companies that Black and Radler allegedly
controlled, Bradford Publishing Company ("Bradford Publishing") and Horizon
Publications, Inc. ("Horizon Publications") (collectively, the "Non-Settling
Defendants"), and Atkinson. The defendants also included the Outside Directors
and the Special Committee Members.

     G. The Cardinal complaint asserts four causes of action.

          1. Count I alleges breach of fiduciary duty, misappropriation of
corporate assets and self-dealing against Black, Radler, Amiel Black, Colson,
and Atkinson (the "Insider Defendants") in connection with certain
"non-competition" payments, the payment of allegedly excessive management and
services fees, and other alleged misconduct.

          2. Count II alleges breach of fiduciary duty against the Outside
Directors and the Special Committee Members.

          3. Count III seeks injunctive relief prohibiting the board and
Hollinger International from entering into any agreement or relationship with
any employee or director without prior court approval.


                                     Page 2
<PAGE>
          4. Count IV alleges aiding and abetting breach of fiduciary duty
against Bradford Publishing and Horizon Publications.

     H. The alleged transactions giving rise to the allegations in the Cardinal
complaint include:

          1. "Non-compete" agreements with some or all of the Insider Defendants
in connection with the disposition of Hollinger International assets, some of
which were never approved by Hollinger International's board of directors;

          2. Asset sales by Hollinger International to companies owned or
controlled by some or all of the Insider Defendants for little or no payment to
Hollinger International without an effort to determine the value of those assets
or whether superior prices were available;

          3. The sale by Hollinger International of other assets to companies
owned or controlled by some or all of the Insider Defendants at below-market
prices with no competitive bidding;

          4. Excessive payments by Hollinger International to companies owned or
controlled by some or all of the Insider Defendants purportedly for management
fees in connection with assisting Hollinger International in managing its
business; and

          5. Numerous undisclosed and inappropriate perquisites for some or all
of the Insider Defendants, including personal use of a corporate jet at
Hollinger International's expense.

     I. On January 5, 2004, the Cardinal action was stayed to permit the Special
Committee's investigation to proceed. Prior to the entry of the stay, Cardinal
engaged in extensive investigation. Following its investigation, on January 28,
2004, Cardinal voluntarily dismissed without prejudice the claims asserted
against the Special Committee Members.

     J. On January 26, 2004, Hollinger International brought an action against
Black and Hollinger Inc. in Delaware Court of Chancery to block their planned
sale of their voting control of Hollinger International in violation of the
Restructuring Proposal and Black's fiduciary duties. SEE HOLLINGER INTERNATIONAL
V. BLACK, ET AL., Civ. No. 183-N (Del. Ch.) (the "Chancery Court Action").

     K. On February 2, 2004, Cardinal was granted leave to intervene in the
Chancery Court Action and then participated in discovery and the trial of that
case. Some of the discovery in that case related to allegations at issue in this
case. Approximately 40,000 pages of documents were produced in that case, and
fourteen (14) depositions of Hollinger International witnesses were taken.

     L. On January 28, 2004, the Company, through the Special Committee, filed a
civil complaint in the United States District Court for the Northern District of
Illinois asserting breach of fiduciary duty and other claims against Hollinger
Inc., The Ravelston Corporation Limited ("Ravelston"), Ravelston Management Inc.
("RMI"), Black, Radler and Boultbee, and seeking hundreds of millions of dollars
in damages and pre-judgment interest (the "Special Committee Action").


                                     Page 3
<PAGE>
     M. Following trial in late February 2004, the Company prevailed in the
Chancery Court Action. The Court blocked Black's and Hollinger Inc.'s proposed
transaction, and ruled that "Black breached his fiduciary and contractual duties
persistently and seriously." HOLLINGER INTERNATIONAL INC. v. BLACK, 844 A.2d
1022, 1030 (Del. Ch. 2004). Eventually, the Court also ruled that Black and
Hollinger Inc. had breached their payment obligations under the Restructuring
Proposal and required them to pay $29.8 million to the Company for breach of the
payment provisions of the Restructuring Proposal. The Delaware Supreme Court
affirmed the Court's rulings on April 19, 2005.

     N. On April 27, 2004, Hollinger International, with the approval of the
Special Committee, agreed to a Release and Settlement Agreement with Atkinson,
subject to review and approval by this Court (the agreement, amendments, and
attached exhibits together, the "Atkinson Settlement" or "Atkinson Agreement").

     O. On August 30, 2004, the Special Committee filed a report (the "Special
Committee Report") of its investigation in the U.S. District Court for the
Northern District of Illinois in the action titled SEC v. HOLLINGER
INTERNATIONAL INC., No. 04-C-0366 (filed Jan. 16, 2004). The report, which
details the findings and conclusions of the Special Committee, was publicly
disclosed by the Company in an SEC Form 8-K filed August 30, 2004.

     P. On October 29, 2004, following issuance of its report, the Special
Committee filed a second amended complaint in the Special Committee Action on
behalf of Hollinger International. The defendants named in the second amended
complaint are: Black, Radler, Boultbee, Colson, Amiel Black, Hollinger, Inc.,
Ravelston, RMI, and Perle (the "Special Committee Action Defendants"). That
latest complaint seeks to recover approximately $542.0 million in damages,
including prejudgment interest of approximately $117.0 million, and also
punitive damages, on breach of fiduciary duty, unjust enrichment, conversion,
fraud, and civil conspiracy claims asserted in connection with numerous
transactions, including but not limited to unauthorized "non-competition"
payments, excessive management fees, sham broker fees and investments and
divestitures of Company assets.

     Q. A $130 million program of Executive and Organization Liability Insurance
was issued to Hollinger International, Hollinger Inc., and the Ravelston
Corporation Limited in 2002 ("the Program"). The Program has a policy period of
July 1, 2002 to July 1, 2003. The $20 million primary layer was issued by
American Home Assurance Company ("American Home"), the $25 million first excess
layer was issued by Chubb Insurance Company of Canada ("Chubb"), the $5 million
second excess layer was issued by American Home, the $40 million third excess
layer was issued by ACE INA Insurance Company, Zurich Insurance Company and
Royal & Sun Alliance Insurance Company of Canada and the $40 million fourth
excess layer was issued by Gerling Global, Encon Group Inc., ACE INA Insurance
Company and AXA Corporate Solutions Assurance. Accordingly, there is $130
million in limits under the Program. The carriers that issued these policies are
referred to herein collectively as the "Carriers."

     R. Cardinal's counsel has conducted substantial arm's-length negotiations
with counsel for the Company and the Outside Directors seeking to achieve a
satisfactory resolution of this action.


                                     Page 4
<PAGE>
     S. Counsel for Cardinal has reviewed and analyzed the facts and
circumstances relating to the claims asserted in this action, as known by
Cardinal and its counsel to date after extensive review of the voluminous
documentary record, and Cardinal and its attorneys have determined that it is in
the best interests of the Company to settle the claims asserted against the
Outside Directors based upon the benefits and conditions set forth hereinafter,
after taking into account: (i) the substantial benefits that Hollinger
International and its shareholders will receive from the settlement, (ii) the
risks of litigation, and (iii) the Special Committee's ongoing litigation
efforts on Hollinger International's behalf in the Special Committee Action.

     T. Cardinal and its attorneys have also reviewed the Atkinson Settlement
and have determined that it is in the best interests of the Company, after
taking into account (i) the substantial benefits that Hollinger International
and its shareholders will receive from the settlement, (ii) the risks of
litigation, (iii) the Special Committee's ongoing litigation efforts on
Hollinger International's behalf in the Special Committee Action; and (iv) the
Special Committee's recommendation that the Atkinson Settlement is in the best
interests of Hollinger International and should be approved.

     U. The Outside Directors have each denied, and continue to deny, all
allegations of wrongdoing against them in this Action. The Outside Directors
nevertheless consider it desirable that the claims be settled and dismissed to
avoid the substantial burden, expense, uncertainty, inconvenience, and
distraction of continued litigation, and to put the settled claims to rest,
provided that the settlement is funded in its entirety by proceeds from
Hollinger International's insurance policies.

     V. On March 4, 2005, Hollinger Inc. filed an application in the Superior
Court of Justice in Ontario, Canada (the "Ontario Court"), in an action entitled
HOLLINGER INC. v. AMERICAN HOME ASSURANCE COMPANY AND CHUBB INSURANCE COMPANY OF
CANADA, 05-CV-285277 PD3 (the "Ontario Proceeding"), seeking a declaration that
American Home owed certain duties to Hollinger Inc. to pay certain defense costs
and expenses and seeking to enjoin American Home and Chubb from entering into a
settlement agreement with the Outside Directors in regard to claims asserted in
this action.

          NOW THEREFORE, IT IS STIPULATED AND AGREED by the Settling Parties,
subject to approval by the Court of Chancery, pursuant to Chancery Court Rule
23.1, for good and valuable consideration set forth below, that any and all
Settled Claims, as defined below, shall be compromised, settled, released, and
dismissed with prejudice, upon and subject to the terms and conditions set forth
below:

          1. In consideration for the release specified in Paragraph 3 below and
in full settlement and final dismissal of the Action as against the Outside
Directors, fifty million dollars ($50,000,000) (the "Settlement Amount") shall
be paid to Hollinger International on behalf of the Outside Directors. The
Settlement Amount, which shall be paid on or before five (5) business days after
the Court of Chancery Approval Date, as defined in Paragraph 16 below, will be
funded in its entirety by one or more of the Carriers.


                                     Page 5
<PAGE>
          2. Without in any way affecting the dismissal, discharge, and release
of all Settled Claims, as defined in Paragraph 4 below, the Outside Directors
and Cardinal agree that any decision on how to allocate the settlement proceeds
among the claims asserted in this action shall be left to the sole discretion of
the Company, through the Special Committee, and the Outside Directors and
Cardinal agree not to contest any such allocation.

          3. Upon the Effective Date, as defined in Paragraph 20 below, all
Settled Claims, as defined in Paragraph 4 below, shall hereby be forever
released, discharged, and dismissed with prejudice and with full preclusive
effect as to each of the Outside Directors and each of the Special Committee
Members and any of their respective present or former advisors, affiliates,
agents, associates, attorneys, employees, family members, insurers, partners,
representatives, heirs, executors, administrators, successors, and assigns
(together, the "Director Releasees"), regardless of whether such person was
served with process or appeared in this Action. Notwithstanding any of the
foregoing, nothing herein shall be construed to constitute a release of any
claims that have been or could be brought against Atkinson, the Non-Settling
Defendants, Hollinger Inc., Ravelston, RMI, or any of such entities' affiliates,
subsidiaries or parent companies; or any person or entity that was named in the
Special Committee Report, other than the Outside Directors and Special Committee
Members themselves.

          4. The Settled Claims are any and all claims, actions, rights,
damages, losses, obligations, duties, causes of action, proceedings, judgments,
suits, demands, matters, and issues, whether in law, admiralty, or equity, and
whether based on any federal law, state law, provincial or territorial law,
common law right of action or otherwise, foreseen or unforeseen, matured or
unmatured, known or unknown, accrued or not accrued, contingent or absolute,
apparent or unapparent, that have been or could have been asserted in this
Action by or on behalf of Cardinal, or any of its affiliates, predecessors,
successors, assigns, past or present officers, directors, debt or equity
securities holders, general or limited partners or partnerships, employees,
representatives, agents, advisors, parents, or subsidiaries, or by or on behalf
of Hollinger International or any of its subsidiaries, successors, or assigns,
or by or on behalf of any shareholder of Hollinger International acting or
purporting to act on Hollinger International's behalf, against any of the
Director Releasees, based upon, by reason of, arising out of, or relating in any
way to the alleged acts, failures to act, omissions, representations, facts,
events, transactions, statements, occurrences, or other subject matter that are
or could have been set forth, alleged, embraced, complained of, or otherwise
referred to in the complaint in this Action, the complaint and/or amended
complaints in the Special Committee Action, or the Special Committee Report.
Notwithstanding any of the foregoing, the Settled Claims do not include any
individual or class claims asserted in the actions captioned IN RE HOLLINGER
INTERNATIONAL INC. SECURITIES LITIGATION, No. 04C-0834 (N.D. Ill.), DROVER, ET
AL. V. ARGUS CORPORATION LIMITED, ET AL., Court file no. 04-CV-028649 (Ontario
Superior Court of Justice), and BETTHEL, ET AL. V. BLACK, ET AL., Court file no.
QB 1492/04 (Saskatchewan Court of Queen's Bench, Saskatoon).

          5. Upon the Effective Date, any and all claims, actions, rights,
damages, losses, obligations, duties, causes of action, proceedings, judgments,
suits, demands, matters, and issues, whether in law, admiralty, or equity, and
whether based on any federal law, state law, provincial or territorial law, or


                                     Page 6
<PAGE>
common law right of action or otherwise, foreseen or unforeseen, matured or
unmatured, known or unknown, accrued or not accrued, contingent or absolute,
apparent or unapparent, based upon, by reason of, arising out of, or relating in
any way to the prosecution or settlement of this Action that the Director
Releasees have asserted or could assert (together, the "Director Released
Claims") against Hollinger International or any of its subsidiaries, successors,
or assigns and/or against the Special Committee and/or any of its members, are
hereby forever released, discharged, and dismissed with prejudice and full
preclusive effect. Notwithstanding any of the foregoing, the Director Released
Claims do not include any Outside Directors' right to advancement or
indemnification in connection with any action, proceeding, or investigation
other than this Action or in connection with expenses incurred in the defense or
settlement of this Action prior to the Effective Date.

          6. Upon the Effective Date, any and all claims, actions, rights,
damages, losses, obligations, duties, causes of action, proceedings, judgments,
suits, demands, matters, and issues, whether in law, admiralty, or equity, and
whether based on any federal law, state law, provincial or territorial law,
common law right of action or otherwise, foreseen or unforeseen, matured or
unmatured, known or unknown, accrued or not accrued, contingent or absolute,
apparent or unapparent, based upon, by reason of, arising out of, or relating in
any way to the prosecution or settlement of this Action or Cardinal's actions in
the Chancery Court Action and SEC v. HOLLINGER INTERNATIONAL INC., No. 04-C-0336
(N.D. Ill. filed Jan. 16, 2004) that the Director Releasees, Hollinger
International, or any of its subsidiaries, successors, or assigns, or any of
them, have asserted or could assert against Cardinal, or any of its affiliates,
predecessors, successors, assigns, past or present officers, directors, debt or
equity securities holders, general or limited partners or partnerships,
employees, representatives, agents, advisors, attorneys, parents, or
subsidiaries, shall hereby be forever released, discharged, and dismissed with
prejudice.

          7. In accordance with 10 Del. C. Section 6304(b), and if and to the
extent applicable any other statute or law discharging and barring contribution
or similar claims against a released or settled party, including but not limited
to 740 Ill. Comp. Stat. Ann. 100/2(d), this Agreement reduces, to the extent, if
at all, appropriate, by the Director Releasees' pro rata share, if any, of the
liability, the damages recoverable by Hollinger International in any action or
claim involving the Settled Claims that Hollinger International has filed, will
file, or could file, or have filed on its behalf derivatively, against a person
other than the Outside Directors. The Outside Directors acknowledge and agree
that the court or tribunal before which any such Hollinger International action
or claim is brought will have the necessary authority and jurisdiction to make
findings as to the joint tort-feasor status, if at all, and proportionate
liability, if any, or lack thereof, of the Outside Directors for Hollinger
International's damages, regardless of whether the Outside Directors are parties
to such action or claim. Each Outside Director further agrees to cooperate with
all reasonable requests for documents or other evidentiary materials, whether
from Hollinger International or any other party, in connection with any action
or claim involving the Settled Claims in which findings may be required as to
the joint tort-feasor status and/or proportionate liability, or lack thereof, of
any or all of the Outside Directors. The Outside Directors also agree not to
move to stay or dismiss a claim or action involving the Settled Claims brought
by Hollinger International against another person who is not an Outside
Director.


                                     Page 7
<PAGE>
          8. All parties whose claims are being released are hereby deemed to
have waived any and all rights, to the extent permitted by law, under Section
1542 of the California Civil Code or any other similar state or federal law,
provincial or territorial law, or principle of common law that may have the
effect of limiting the releases set forth herein. Section 1542 of the California
Civil Code provides: "A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement
with the debtor."

          9. As used herein, "Judicial Approval of Funding" means an order or
declaration made by the Ontario Court requiring one or more of the Carriers to
fund this Settlement, an order or declaration made by the Ontario Court
dismissing objections to the Carriers' funding of this settlement, or an order
or declaration made by the Ontario Court that such funding will not violate the
rights of any party before the court.

          10. Judicial Approval of Funding, as defined in Paragraph 9 above,
will be sought either in the Ontario Proceeding or in another proceeding in
Ontario. Hollinger International shall seek such an order either on its own
application or in an application brought by one or more of the Carriers, as soon
as practicable following execution of this Agreement.

          11. The parties agree that approval of the Outside Director Settlement
will not be sought in the Delaware Court of Chancery unless and until there is
Judicial Approval of Funding and the Judicial Approval of Funding is affirmed on
appeal, or any and all appeals are dismissed, or the time to appeal the approval
has expired with no appeal having been taken ("Final Judicial Approval of
Funding"). If Final Judicial Approval of Funding is not achieved by September 1,
2005, this Agreement of Compromise shall be null and void, unless the parties to
this Agreement agree in writing to extend such deadline.

          12. Cardinal shall submit this Agreement of Compromise to the Delaware
Court of Chancery as soon as practicable following execution of this Agreement.
Cardinal will explain to the Court that the Outside Director Settlement is
conditioned upon Final Judicial Approval of Funding and that the parties will
therefore defer seeking approval of the Scheduling Order (substantially in the
form of Exhibit 1 hereto) and Notice (substantially in the form of Exhibit 2
hereto) until after Final Judicial Approval of Funding.

          13. The parties agree that, so long as this Agreement of Compromise
remains in effect, all proceedings in this Action, other than proceedings as may
be necessary to carry out the terms and provisions of the Settlements, shall be
stayed pending consideration of the Settlements by the Delaware Court of
Chancery for approval, and Cardinal shall not commence or prosecute any action
or proceeding in any court or tribunal concerning the Settled Claims or any
claims against any of the Released Parties arising out of the facts alleged in
the complaint in this Action.

          14. Contemporaneously with the filing of the motion for approval of
the Scheduling Order and the Notice, Cardinal shall also:

                    (a) move for dismissal without prejudice of the claims
          asserted by Cardinal against the Special Committee Action Defendants


                                     Page 8
<PAGE>
          on the ground that the Special Committee, on Hollinger International's
          behalf, is itself pursuing claims against those defendants based on
          similar conduct and for the purpose of permitting the Special
          Committee to pursue such claims; and

                    (b) move for approval of the Atkinson Settlement.

          15. Hollinger International shall assume the administrative
responsibility of providing the Notice, as directed and approved by the Court of
Chancery, in accordance with the Scheduling Order, to all shareholders of record
of the company as of the date of entry of the Scheduling Order, and shall bear
the expense of preparing and mailing the Notice. Cardinal shall have no
responsibility for any such costs regardless of whether the Outside Director
Settlement is consummated. In addition, the Company, or its agents, shall use
reasonable efforts to provide additional copies of the Notice to all
shareholders of record of the Company prior to the Settlement Hearing requesting
the same for purposes of distribution to beneficial owners of such stock.

          16. If the Outside Director Settlement provided for herein shall be
approved by the Court of Chancery following a hearing as fair, reasonable, and
adequate and in the best interests of the Company and of the shareholders of the
Company, Cardinal shall request the Court of Chancery to enter an order
substantially in the form of Exhibit 3 hereto (the "Settlement of Approval
Order"). As used herein, the Court of Chancery Approval Date means the date the
Court of Chancery enters the Settlement Approval Order.

          17. Following entry of the Settlement Approval Order, if the Outside
Director Settlement is funded by one or more of the Carriers as provided for in
this Agreement, the parties shall request the Court to enter an order
substantially in the form of Exhibit 4 hereto (the "Order and Final Judgment").
If the funding of the Outside Director Settlement by one or more of the Carriers
does not take place within five (5) business days following entry of the
Settlement Approval Order, this Agreement shall be null and void, and the
Parties shall request that the Court vacate the Settlement Approval Order.

          18. Except as provided in Paragraphs 10, 12, 15, 16, and 17 above, the
obligations of the parties to this Outside Director Settlement shall be
conditioned upon the fulfillment of all of the following:

                    (a) Final Judicial Approval of Funding.

                    (b) Entry of a settlement approval order in the Delaware
          Court of Chancery substantially in the form of Exhibit 3 hereto.

                    (c) Payment of the Settlement Amount by one or more of the
          Carriers to Hollinger International on behalf of the Outside
          Directors.

                    (d) Entry of an order and final judgment in the Delaware
          Court of Chancery substantially in the form of Exhibit 4 hereto. For
          purposes of clarification, it is the intent of the parties to this
          Outside Director Agreement that this Outside Director Agreement shall


                                     Page 9
<PAGE>
          be null and void and of no force and effect, if the Order and Final
          Judgment does not expressly provide that it is without prejudice to
          Hollinger International's ability to pursue any and all claims against
          the Non-Settling Defendants, Hollinger Inc., Ravelston, and RMI, or
          any person or entity named in the Special Committee Report (other than
          the Outside Directors and Special Committee Members themselves),
          including but not limited to those pending in the Special Committee
          Action in Illinois.

                    (e) Such Order and Final Judgment's being no longer subject
          to appeal, either because the time for an appeal or review has expired
          with no appeal having been taken, or because an appeal has been taken
          but has been dismissed or denied with no further right of appeal, or
          because such final judgment and dismissals have been finally affirmed
          with no further right of appeal or review.

          19. In the event that any condition set forth in Paragraph 18 above is
not satisfied, this Outside Director Agreement shall become null and void and of
no force and effect, except for the provisions of Paragraph 23 below, which
shall remain in force, and all negotiations and proceedings hereto shall be
without prejudice to the rights of all parties hereto, who shall be restored to
their respective positions existing prior to the execution of this Outside
Director Agreement.

          20. The "Effective Date" of this Outside Director Agreement shall be
the date upon which all of the conditions set forth in Paragraph 18 above have
been fulfilled.

          21. This Agreement of Compromise does not settle or release any claims
asserted by Cardinal against Bradford Publishing Company ("Bradford") or Horizon
Publications, Inc. ("Horizon"). Cardinal agrees to follow the recommendations of
the Special Committee in regard to the handling of its claims against Bradford
and Horizon.

          22. Cardinal's counsel expects to apply to the Court for an award of
attorneys' fees in an amount not to exceed two million dollars ($2,000,000) and
expenses in an amount not to exceed twenty-five thousand dollars ($25,000) to be
paid by Hollinger International on behalf of the Outside Directors. Hollinger
International, the Special Committee, and the Outside Directors agree that, in
view of the work performed by Cardinal and its counsel in initiating and
prosecuting this action and the fact that Cardinal and its counsel were a
substantial factor in achieving this Settlement, they will not oppose any such
request that does not exceed that amount. Hollinger International agrees to pay
such amounts as are ordered by the Court on or before five (5) business days
after the Effective Date.

          23. This Outside Director Agreement and all papers related to it and
all negotiations, statements, and proceedings in connection herewith (together,
the "Settlement Documents") are not, and shall not be construed as, an admission
or concession by the Outside Directors or the Special Committee Members as to
any issue, including but not limited to any issue regarding liability,
wrongdoing, damages, or the validity of the Settled Director Claims, and are
not, and shall not be construed as, an admission or concession on the part of


                                     Page 10
<PAGE>
Plaintiff as to any issue, including but not limited to any weakness or
infirmity of the Settled Director Claims. The Settlement Documents shall not be
used, or be admissible as evidence, in any civil, criminal, or administrative
proceeding or action in any court, administrative agency, or other tribunal as
to any issue regarding liability, wrongdoing, damages, the validity of the
Settled Director Claims, or of any weakness or infirmity of the Settled Director
Claims.

          24. The Settlement Documents, or any of them, may be filed and used in
any action or proceeding as may be necessary to consummate, enforce or seek
relief with respect to this Outside Director Settlement or the Order and Final
Judgment, including the Ontario Proceeding or any other proceeding in which
Judicial Approval of Funding is sought, and the Outside Directors, the Special
Committee Members, Hollinger International, and any of their predecessors or
successors in interest, may file and use the Settlement Documents, or any of
them, in any action to support a defense of RES JUDICATA, collateral estoppel,
release, good faith settlement, judgment bar, reduction, or any other theory of
claim preclusion, issue preclusion, or similar defense or counterclaim.

          25. Without further order of the Court, the Settling Parties may agree
in writing to reasonable extensions of time to carry out any of the provisions
of this Agreement.

          26. Any failure by any party to insist upon the strict performance by
any other party of any of the provisions of this Outside Director Agreement
shall not be deemed a waiver of any of the provisions hereof, and such party,
notwithstanding such failure, shall have the right thereafter to insist upon
strict performance of any and all of the provisions of this Outside Director
Agreement to be performed by such other party.

          27. This Outside Director Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, without regard to the
conflicts of law provisions thereof.

          28. This Outside Director Agreement, including all exhibits attached
hereto, constitutes the entire agreement among the Settling Parties with regard
to the subject matter hereof. This Agreement may not be modified or amended
except in writing signed by all parties sought to be bound by such modification
or amendment or their successors in interest.

          29. No release to be granted hereunder shall be construed to release
the Settling Parties from their obligations under the terms of this Outside
Director Agreement, and this Outside Director Agreement shall not bar any action
to enforce compliance with its terms. Nor shall anything herein be construed to
release the Outside Director Defendants from their obligations under any
undertaking given in connection with the advancement of legal fees and expenses
to them by Hollinger International.

          30. This Outside Director Agreement may be executed in any number of
actual or telecopied counterparts, provided, however, that the undersigned
counsel for the Settling Parties shall exchange among themselves at least one
complete set of actual signed counterparts that are not telecopied and that
shall be filed with the Court. The executed signature pages from each actual or


                                     Page 11
<PAGE>
telecopied counterpart may be joined together and attached to one such original
and shall constitute one and the same instrument. This Agreement may be executed
initially by counsel for each of the parties, provided that each of the parties
themselves shall also execute the Agreement within thirty business days of such
execution by counsel.

Agreed to this 27th day of June 2005 by:

CARDINAL VALUE EQUITY PARTNERS, L.P.


----------------------------------------------------


By: /s/ R. Bruce Mcnew
    ------------------------------------------------
Taylor & McNew LLP
3711 Kennett Pike
Suite 210
Greenville, DE 19807


HOLLINGER INTERNATIONAL INC.


----------------------------------------------------


By: /s/ David C. Mcbride
    ------------------------------------------------
YOUNG CONAWAY STARGATT & TAYLOR, LLP
The Brandywine Building
1000 West Street, 17th Floor
P.O. Box 391 Wilmington, DE 19899-0391

                         and

Paul, Weiss, Rifkind,
Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019-6064


DWAYNE O. ANDREAS


/s/ Dwayne O. Andreas
----------------------------------------------------


By: /s/ Thomas W. Moss
    ------------------------------------------------
Bickes, Wilson & Moss
101 South Main Street
Suite 600
Decatur, IL 62523


                                     Page 12
<PAGE>
RICHARD R. BURT


/s/ Richard R. Burt
----------------------------------------------------


By: /s/ Louis R. Cohen
    ------------------------------------------------
Wilmer Cutler Pickering Hale and Dorr LLP
2445 M Street, NW
Washington, DC 20037


RAYMOND G. CHAMBERS


/s/ Raymond G. Chambers
----------------------------------------------------


By: /s/ Anne E. Beaumont
    ------------------------------------------------
Friedman Kaplan Seiler
& Adelman LLP
1633 Broadway, 46th Floor
New York, NY 10019


HENRY A. KISSINGER


/s/ Henry A. Kissinger
----------------------------------------------------


By: /s/ Paul C. Saunders
    ------------------------------------------------
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019


MARIE-JOSEE KRAVIS


/s/ Marie-Josee Kravis
----------------------------------------------------


                                    Page 13
<PAGE>
By: /s/ Michael J. Chepiga
    ------------------------------------------------
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017-3954


SHMUEL MEITAR


/s/ Shmuel Meitar
----------------------------------------------------


By: /s/ David J. Mclean
    ------------------------------------------------
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022-4802


GORDON A. PARIS


/s/ Gordon A. Paris
----------------------------------------------------


By: /s/ Andrew J. Geist
    ------------------------------------------------
O'Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, NY 10036


GRAHAM W. SAVAGE


/s/ Graham W. Savage
----------------------------------------------------


By: /s/ Andrew J. Geist
    ------------------------------------------------
O'Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, NY 10036


RAYMOND G.H. SEITZ


                                    Page 14
<PAGE>
/s/ Raymond G. H. Seitz
----------------------------------------------------


By: /s/ Andrew J. Geist
    ------------------------------------------------
O'Melveny & Myers LLP
Times Square Tower
7 Times Square
New York, NY 10036


ROBERT S. STRAUSS


/s/ Robert S. Strauss
----------------------------------------------------


By: /s/ Mark MacDougall
    ------------------------------------------------
Akin, Gump, Strauss, Hauer
& Feld LLP
1333 New Hampshire Avenue, NW
Washington, DC 20036


A. ALFRED TAUBMAN


/s/ A. Alfred Taubman
----------------------------------------------------


By: /s/ Bruce L. Segal
    ------------------------------------------------
Honigman, Miller, Schwartz
& Cohn LLP
Suite 100
38500 Woodward Avenue
Bloomfield Hills, MI 48304-5048


JAMES R. THOMPSON


/s/ James R. Thompson
----------------------------------------------------


By: /s/ Gordon B. Nash, Jr.
    ------------------------------------------------


                                    Page 15
<PAGE>
Gardner, Carton & Douglas LLP
191 N. Wacker Drive
Suite 3700
Chicago, IL 60606-1698


LORD WEIDENFELD OF CHELSEA


/s/ Lord Weidenfeld of Chelsea
----------------------------------------------------


By: /s/ David Parker
    --------------------------------------
Kleinberg, Kaplan, Wolff & Cohen P.C.
551 Fifth Avenue
New York, NY 10176


LESLIE H. WEXNER


/s/ Leslie H. Wexner
----------------------------------------------------


By: /s/ Ronit Setton (Amanda Kosiusly w/ permission)
    ------------------------------------------------
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281


DELAWARE COUNSEL FOR THE OUTSIDE DIRECTORS


By: /s/ Edward M. McNally
    ------------------------------------------------
Morris, James, Hitchens & Williams LLP
PNC Bank Center
222 Delaware Avenue
10th Foor
P.O. Box 2306 Wilmington, DE 19899-2306


                                    Page 16
<PAGE>
DELAWARE COUNSEL FOR THE SPECIAL COMMITTEE MEMBERS


By: /s/ Richard L. Renck
    ------------------------------------------------
Ashby & Geddes
222 Delaware Avenue
17th Floor
P.O. Box 1150 Wilmington, DE 19899


                                     Page 17