================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A

|X|    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

                                       OR

[_]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       FOR THE TRANSITION PERIOD FROM __________  TO __________

                           COMMISSION FILE NO. 1-14164

                          HOLLINGER INTERNATIONAL INC.
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                DELAWARE                                      95-3518892
--------------------------------------------------------------------------------
    (State or other jurisdiction of                        (I.R.S. Employer
     incorporation or organization)                     Identification Number)


          712 Fifth Avenue,
         New York, New York                                      10019
--------------------------------------------------------------------------------
 (Address of Principal Executive Office)                      (Zip Code)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (212) 586-5666

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                       NAME OF EACH EXCHANGE
        TITLE OF EACH CLASS:                           ON WHICH REGISTERED:
        --------------------                           --------------------
Class A Common Stock par value $.01 per share        New York Stock Exchange
       Preferred Share Purchase Rights               New York Stock Exchange

        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

     Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.    Yes [_]    No [X]

     Indicate by check mark if the  registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.   Yes [_]   No [X]

     Indicate by check mark whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange Act of
1934 during the  preceding  12 months and (2) has been  subject to such filing
requirements for the past 90 days.  Yes [X]   No [_]

     Indicate by check mark if  disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of  registrant's  knowledge,  in definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this  Form 10-K or any
amendment to this Form 10-K. [_]

     Indicate by check mark  whether  the  registrant  is a large  accelerated
filer, an accelerated  filer, or a  non-accelerated  filer.  See definition of
"accelerated  filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act.

Large Accelerated Filer [X]   Accelerated Filer [_]   Non-accelerated Filer [_]

     Indicate by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Act).    Yes [_]    No [X]

     As of June 30, 2005,  the aggregate  market value of Class A Common Stock
held by  non-affiliates  was approximately  $749,557,128  determined using the
closing price per share of $10.01, as reported on the New York Stock Exchange.
As of such date,  non-affiliates held no shares of Class B Common Stock. There
is no active market for the Class B Common Stock.

     The number of outstanding shares of each class of the registrant's common
stock as of April 14, 2006 was as follows: 74,045,355 shares of Class A Common
Stock and 14,990,000 shares of Class B Common Stock.

================================================================================
<PAGE>


                                EXPLANATORY NOTE

This  Amendment No. 1 on Form 10-K/A amends the  Registrant's  Annual Report on
Form  10-K,  as  filed  by the  Registrant  with the  Securities  and  Exchange
Commission  on March 31,  2006,  and is being  filed  solely to amend Part III,
items 10 through 14. The  reference  on the cover of the Annual  Report on Form
10-K  to the  incorporation  by  reference  of  Registrant's  Definitive  Proxy
Statement into Part III of the Annual Report is hereby deleted.

Except as otherwise stated herein, no other information contained in the Annual
Report on Form 10-K is amended by this Amendment No. 1 on Form 10-K/A.


<PAGE>


                                TABLE OF CONTENTS

                          HOLLINGER INTERNATIONAL INC.

                                 2005 FORM 10-K

                                    PART III

                                                                         PAGE
                                                                         ----

Item 10.   Directors and Executive Officers of the Registrant............  1

Item 11.   Executive Compensation........................................  3

Item 12.   Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters............... 14

Item 13.   Certain Relationships and Related Transactions................ 16

Item 14.   Principal Accountant Fees and Services........................ 18


<PAGE>

                                    PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          The  names,  ages and  position  held of each of the  directors  and
executive  officers of the Company as of May 1, 2006 are set forth below.  All
directors are elected on an annual basis.

<TABLE>
<CAPTION>
      NAME AND AGE                               POSITION(S) WITH THE COMPANY
      ------------                               ----------------------------
<S>                                              <C>
      John F. Bard, 65                           Director

      Stanley M. Beck, 71                        Director

      Randall C. Benson, 46                      Director

      John D. Cruickshank, 53                    Chief Operating Officer -- Sun-Times News Group

      Cyrus F. Freidheim, Jr., 70                Director

      John M. O'Brien, 63                        Director

      Gordon A. Paris, 52                        Chairman  of the  Board of  Directors,  President  and  Chief
                                                 Executive Officer

      Graham W. Savage, 57                       Director

      Raymond G. H. Seitz, 65                    Director

      Robert T. Smith, 62                        Treasurer

      Gregory A. Stoklosa, 50                    Vice President and Chief Financial Officer

      James R. Van Horn, 50                      Vice President, General Counsel and Secretary

      Raymond S. Troubh, 79                      Director
</TABLE>

The name, principal occupation, business experience and tenure as an executive
officer of the Company is set forth below.  Unless  otherwise  indicated,  all
principal occupations have been held for more than five years.

     JOHN F. BARD,  Director ("Bard").  Bard served as Chief Financial Officer
of Wm. Wrigley Jr.  Company,  a major  producer,  marketer and  distributor of
chewing gum, from 1990 to 2000.  Bard also held the position of Executive Vice
President at Wm. Wrigley Jr. Company from 1999 to 2000, and from 1990 to 1999,
Bard was Senior Vice President.  Prior thereto,  Bard was Group Vice President
and Chief  Financial  Officer  and  later  President  of  Tambrands,  Inc.,  a
manufacturer of personal hygiene  products.  Bard began his business career in
1963 in financial  management with The Procter & Gamble Company, a diversified
producer,  manufacturer  and distributor of branded  products.  Bard is also a
director  of Weight  Watchers  International,  Inc.,  a United  States  public
reporting company.

     STANLEY M. BECK, Q.C.,  Director  ("Beck").  Beck is a former Chairman of
the Ontario Securities  Commission and former Dean of Osgoode Hall Law School.
He became a director of Hollinger Inc. in July 2005 and was appointed Chair of
the Board of Directors of  Hollinger  Inc. in April 2006.  Beck also serves on
the boards of a number of other Canadian public companies.

     RANDALL  C.  BENSON,  Director  ("Benson").  Benson  joined  the Board of
Hollinger  Inc. and was named Chief  Restructuring  Officer of that company in
July 2005. He was interim Chief  Executive  Officer and special advisor to the
Board of CFM Corporation,  a manufacturer of hearth and heating products. From
January to April 2005, Benson was Chief Restructuring Officer of Ivaco Inc., a
major Canadian steel  company,  and Senior Vice President and Chief  Financial
Officer of Call-Net Enterprises Inc., which owned Sprint Canada.

     JOHN D.  CRUICKSHANK,  Chief  Operating  Officer -- Sun-Times  News Group
("Cruickshank").  Cruickshank  has  served as the Chief  Operating  Officer --
Sun-Times  News Group and publisher of the CHICAGO  SUN-TIMES  since  November
2003.  Cruickshank  served as Vice  President  Editorial  and co-editor of the
CHICAGO  SUN-TIMES  from 2000 to November  2003.  Prior to joining the CHICAGO
SUN-TIMES,  Cruickshank  served as  Editor-in-Chief  of THE VANCOUVER SUN from
1995 to 2000. He had previously  been Managing Editor of THE GLOBE AND MAIL in
Canada.

                                      1
<PAGE>

     CYRUS F.  FREIDHEIM,  JR.,  Director  ("Freidheim").  Freidheim  has been
Chairman of Old Harbour Partners, a private investment firm he founded,  since
2004. From 2002 to 2004, Freidheim was Chairman, President and Chief Executive
Officer of Chiquita Brands International Inc., a major producer,  marketer and
distributor of fresh produce.  From 1990 to 2002,  Freidheim was Vice Chairman
and Senior Vice President at Booz Allen & Hamilton International, a management
consulting  firm,  in Chicago,  Illinois,  having joined Booz Allen & Hamilton
International in 1966.  Freidheim  currently serves as a director of Allegheny
Energy Inc., HSBC Finance Corporation and SITEL Corporation,  all of which are
United States public reporting companies.

     JOHN M.  O'BRIEN,  Director  ("O'Brien").  O'Brien  served  as the  Chief
Financial Officer of The New York Times Company, a major newspaper  publisher,
from 1998 to 2001.  O'Brien  joined  The New York Times  Company  in 1960.  He
served in positions of increasing responsibility in the accounting and finance
areas before  being named a Vice  President  in 1980 and  following  that held
several  senior  executive  positions  in the  operations,  finance  and labor
relations  areas,  including  Senior Vice  President  for  Operations,  Deputy
General Manager for the NEW YORK TIMES newspaper and Deputy Manager of The New
York Times Company.

     GORDON A. PARIS, Chairman of the Board of Directors,  President and Chief
Executive Officer  ("Paris").  Paris was appointed Interim Chairman in January
2004 and Interim  President and Chief  Executive  Officer in November 2003. On
January 26, 2005,  the Board of Directors  eliminated  the word "Interim" from
Paris's titles.  Paris is also the Advisory Director at Berenson & Company,  a
private investment bank. Prior to joining Berenson & Company in February 2002,
Paris  was  Head  of  Investment  Banking  at TD  Securities  (USA)  Inc.,  an
investment  bank  subsidiary  of The  Toronto-Dominion  Bank.  Paris joined TD
Securities  (USA)  Inc.  as  Managing  Director  and Group  Head of High Yield
Origination  and  Capital  Markets  in  March  1996 and  became a Senior  Vice
President of The Toronto-Dominion Bank in 2000.

     GRAHAM W. SAVAGE, Director ("Savage").  Savage served for 21 years, seven
years as the Chief Financial Officer, at Rogers  Communications  Inc., a major
Toronto-based  media and  communications  company.  Savage currently serves as
Chairman of Callisto Capital LP, a merchant banking firm based in Toronto, and
as  a  director  and  a  member  of  the  audit  committee  of  Canadian  Tire
Corporation,  Limited.  Savage is also a director  and  chairman  of the audit
committee of Royal Group Technologies  Limited. All of the above companies are
Canadian public reporting companies.

     RAYMOND G.H. SEITZ, Director ("Seitz").  Seitz served as Vice Chairman of
Lehman Brothers  (Europe),  an investment bank, from April 1995 to April 2003,
following his retirement as the American Ambassador to the Court of St. James'
from 1991 to 1995. From 1989 to 1991,  Seitz was Assistant  Secretary of State
for Europe  and  Canada.  Seitz  currently  serves as a director  of The Chubb
Corporation and PCCW Limited, both of which are United States public reporting
companies.

     ROBERT T. SMITH, Treasurer ("Smith"). Smith has served as Treasurer since
May 1998. Prior thereto,  he was Vice President of Chase Securities,  Inc. and
The Chase Manhattan Bank in the Media and Telecommunications Group.

     GREGORY  A.  STOKLOSA,   Vice  President  and  Chief  Financial   Officer
("Stoklosa").  Stoklosa  was  appointed  Vice  President  and Chief  Financial
Officer in November 2005. From March 2005 to November 2005, Stoklosa served as
Vice  President -- Finance until his  appointment  as Vice President and Chief
Financial Officer in November 2005. For the ten years prior thereto,  Stoklosa
was an executive at R.R. Donnelley & Sons Company,  a printing company,  where
he served as Executive Vice President and Chief Financial Officer from 2000 to
2004.

     RAYMOND S.  TROUBH,  Director  ("Troubh").  Troubh  has been a  financial
consultant,  his  principal  occupation,  since prior to 1989,  and has been a
non-executive  director  of more  than 25  public  companies.  He is a  former
Governor of the American Stock Exchange and a former general partner of Lazard
Freres & Co.,  an  investment  banking  firm.  Troubh is a director of Diamond
Offshore Drilling,  Inc.,  General American Investors Company,  Gentiva Health
Services, Inc., Portland General Electric Company and Triarc Companies,  Inc.,
all of which are United States public reporting companies.

     JAMES R. VAN HORN,  Vice  President,  General Counsel and Secretary ("Van
Horn").  Van Horn has served as Vice President,  General Counsel and Secretary
since June 2004.  From  March  2004  until June 2004,  he served as  Corporate
Counsel to the Company.  Prior thereto, Van Horn served at NUI Corporation,  a
natural gas utility,  as Chief  Administrative  Officer,  General  Counsel and
Secretary beginning in June 1995.


                                      2
<PAGE>

AUDIT COMMITTEE

The Company's Audit Committee  currently  consists of Bard, O'Brien and Savage
(Chairman).  The Board of Directors has determined  that Savage,  who became a
member  of the  Audit  Committee  in  November  2003,  is an  audit  committee
financial expert with the relevant accounting or related financial  management
expertise  as  described  in Savage's  biography  above and all members of the
Company's  Audit Committee meet the  independence  requirements of the listing
standards of the New York Stock Exchange.

CODE OF ETHICS

The Company has adopted a code of ethics applicable to its principal executive
officer,   principal  financial  officer,   principal  accounting  officer  or
controller,  or persons performing similar functions.  A copy of the Company's
code of ethics is posted on the  Company's  website.  The  Company  intends to
satisfy the disclosure  requirements  under Item 5.05 of Form 8-K regarding an
amendment  to, or a waiver  from, a provision of its code of ethics by posting
such information on its website at www.hollingerinternational.com.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the federal  securities  laws, the directors and executive  officers and
any persons  holding  more than 10% of any equity  security of the Company are
required to report  their  initial  ownership  of any equity  security and any
subsequent changes in that ownership to the Commission. Specific due dates for
these reports have been  established by the SEC and the Company is required to
disclose in this report any failure to file such reports by those dates during
2005.  To the  Company's  knowledge,  except  as set  forth  in the  following
sentence,  based upon a review of the copies of the reports  furnished  to the
Company and written representations that no other reports were required, these
filing  requirements  were satisfied during the 2005 fiscal year. Late Form 4s
were filed as follows:  (I) reports  were filed on February 18, 2005 by Smith,
Healy and Van Horn and on March 3,  2005 by  Cruickshank  to report  grants of
DSUs to such persons on January 26, 2005;  (II) reports were filed on February
9, 2006 by  Cruickshank  and Van Horn to report grants of DSUs to such persons
on each of March 1, 2005 and  December  9,  2005;  (III) a report was filed on
February  9, 2006 by Paris to report  grants of DSUs to Paris on  January  18,
2005, March 1, 2005, November 16, 2005 and December 9, 2005; (IV) a report was
filed by Stoklosa on February 9, 2006 to report a grant of DSUs to Stoklosa on
December 9, 2005;  and (V) a report was filed by Smith on February 15, 2006 to
report a grant of DSUs to Smith on March 1, 2005.


ITEM 11.  EXECUTIVE COMPENSATION

DIRECTORS' COMPENSATION

     On  March 2,  2006,  the  Board  of  Directors  approved  changes  to the
Company's   compensation   arrangements  with  respect  to  directors.   These
compensation  arrangements  apply only to  non-management  directors  in their
capacities as members of the Board of Directors and various  committees of the
Board of Directors.

     Under the terms of the new  arrangements,  each  non-management  director
receives an annual director  retainer of $50,000 per annum and a fee of $3,000
for each  board  meeting  attended.  Committee  chairs and  committee  members
receive retainers and meeting attendance fees which vary among committees. The
chair of the Audit Committee  receives a $20,000 annual retainer,  while Audit
Committee  members  receive a $10,000 annual  retainer and all Audit Committee
members  receive  a fee of  $3,000  per  meeting  attended.  The  chair of the
Compensation  Committee  receives  an  annual  retainer  of  $5,000,  and  all
Compensation  Committee  members receive a fee of $3,000 per meeting attended.
The chair of the Nominating & Governance Committee receives an annual retainer
of $5,000, and all Nominating & Governance  Committee members receive a fee of
$3,000 per meeting  attended.  The chair of the Special  Committee  receives a
meeting  attendance fee of $7,500, and all Special Committee members receive a
fee of $5,000 per meeting  attended.  Paris  currently  serves as chair of the
Special Committee, but no fees were paid to him for committee service since he
became a member of management.  Directors are reimbursed for expenses incurred
in attending  meetings of the Board of  Directors.  No  retainers  are paid to
members of the Executive Committee.

     Effective March 2, 2006, one half of the annual director retainer is paid
in the form of the Company's Deferred Stock Units ("DSUs") granted pursuant to
the Company's 1999 Stock  Incentive  Plan (the "1999 Plan").  The remainder of
the annual director retainer will be payable in cash unless the non-management
director elects to receive DSUs in lieu of such payment.  Each  non-management
director will also receive a grant of an additional 1,000 DSUs pursuant to the
1999  Plan  each  fiscal  quarter.  The  DSUs  will  be  issued  in  quarterly
installments  as of the last  business  day of each fiscal  quarter,  with the
number of DSUs being issued with respect to annual director  retainer payments
as of each such date being  determined  by  dividing  the amount of the annual
director  retainer  payable by the fair market value of a share of our Class A
Common  Stock  on the  last  trading  day of such  fiscal  quarter.  Each  DSU
represents an unfunded, unsecured right to receive a share of Class A


                                      3
<PAGE>

Common Stock after the date the non-management  director ceases to be a member
of the Board of Directors. DSUs attract additional dividend equivalent DSUs if
the  Company  declares a cash or stock  dividend  on its  outstanding  Class A
Common Stock.

     Also  effective  March 2,  2006,  the  Board  adopted  a stock  ownership
requirement for non-management Board members. Each non-management  director is
required to own shares of Class A Common Stock with an  aggregate  fair market
value equal to at least five times the amount of the annual director retainer.
Non-management  directors will have five years to satisfy this requirement and
all  DSUs  granted  to  a  non-management  director  will  count  towards  the
satisfaction of this requirement.

     The  table  below  details  the  compensation  earned  by  the  Company's
non-management directors in 2005.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
                                                                                         Meeting
Non-management            Total of        Annual    Committee Chair   Committee Member  Attendance
  directors              Columns ($)     Fees ($)    Retainers ($)      Retainers ($)    Fees ($)
--------------------------------------------------------------------------------------------------
<S>                      <C>             <C>         <C>                <C>              <C>
Conrad M. Black ("Black")    34,916       20,833              -            2,083         12,000
--------------------------------------------------------------------------------------------------
Barbara Amiel Black          23,833       20,833              -                -          3,000
--------------------------------------------------------------------------------------------------
Richard R. Burt             143,000       50,000              -           15,000         78,000
--------------------------------------------------------------------------------------------------
David W. Colson              59,000       50,000              -                -          9,000
--------------------------------------------------------------------------------------------------
Cyrus F. Freidheim, Jr.      27,500       12,500              -                -         15,000
--------------------------------------------------------------------------------------------------
Henry A. Kissinger          100,000       50,000          5,000                -         45,000
--------------------------------------------------------------------------------------------------
Shmuel Meitar                65,000       50,000              -                -         15,000
--------------------------------------------------------------------------------------------------
John. M. O'Brien             46,000       20,833              -            4,167         21,000
--------------------------------------------------------------------------------------------------
Robert N. Perle              71,000       50,000              -                -         21,000
--------------------------------------------------------------------------------------------------
Graham W. Savage            274,000       50,000              -           15,000        209,000
--------------------------------------------------------------------------------------------------
Raymond G.H. Seitz          256,000       50,000         10,000                -        196,000
--------------------------------------------------------------------------------------------------
James R. Thompson           165,250       50,000         26,250            5,000         84,000
--------------------------------------------------------------------------------------------------
</TABLE>


SUMMARY COMPENSATION TABLE FOR NAMED EXECUTIVE OFFICERS AND FORMER
EXECUTIVE OFFICERS

     The following  table sets forth  compensation  information  for the three
fiscal  years ended  December  31, 2005 for the named  executive  officers and
certain former executive officers of the Company.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                      |                       |                 |        LONG TERM         |
                                      | ANNUAL COMPENSATION   |                 |      COMPENSATION        |
----------------------------------------------------------------------------------------------------------------------------
                              |       |                       |                 |  DEFERRED    SECURITIES  |
                              |       |                       |                 |    STOCK     SECURITIES  |    ALL OTHER
                              |       |    SALARY     BONUS   |  COMPENSATION   |    UNITS     UNDERLYING  |   COMPENSATION
NAME AND PRINCIPAL POSITION   |  YEAR |     ($)      ($)(4)   |     ($)(5)      |   ($)(8)     OPTIONS (2) |     ($) (1)
----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>     <C>         <C>          <C>               <C>         <C>             <C>
GORDON A. PARIS               |  2005 |  1,870,769  1,000,000 |               - |  1,231,226            -  |          7,350
  Chairman, President and     |  2004 |  1,714,087  1,100,000 |               - |  2,292,494            -  |          7,350
  Chief Executive Officer (3) |  2003 |    220,625          - |               - |          -            -  |        290,750
----------------------------------------------------------------------------------------------------------------------------
JOHN D. CRUICKSHANK (4)       |  2005 |    359,614    200,000 |           6,000 |    439,001            -  |         10,481
  Chief Operating Officer -   |  2004 |    349,038    308,750 |           6,000 |          -            -  |          7,388
  Sun-Times News Group        |  2003 |    171,067          - |           6,600 |          -       26,852  |          6,218
----------------------------------------------------------------------------------------------------------------------------
ROBERT T. SMITH (4)           |  2005 |    309,615    110,000 |               - |    108,375            -  |          7,350
  Treasurer                   |  2004 |    299,673    172,500 |               - |          -            -  |          7,350
                              |  2003 |    282,654    120,000 |               - |          -       26,145  |          7,000
----------------------------------------------------------------------------------------------------------------------------
GREGORY A. STOKLOSA (9)       |  2005 |    307,692    300,000 |               - |    378,001            -  |              -
  Vice President,             |       |                       |                 |                          |
  Chief Financial Officer     |       |                       |                 |                          |
----------------------------------------------------------------------------------------------------------------------------
JAMES R. VAN HORN (10)        |  2005 |    348,077    275,000 |               - |    391,751            -  |          7,500
  Vice President,             |  2004 |    242,308    195,000 |               - |          -            -  |              -
  General Counsel and         |       |                       |                 |                          |
  Secretary                   |       |                       |                 |                          |
----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      4
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
FORMER EXECUTIVE OFFICERS
----------------------------------------------------------------------------------------------------------------------------
                                      |                       |                 |        LONG TERM         |
                                      | ANNUAL COMPENSATION   |                 |      COMPENSATION        |
----------------------------------------------------------------------------------------------------------------------------
                              |       |                       |                 |  DEFERRED    SECURITIES  |
                              |       |                       |                 |    STOCK     SECURITIES  |    ALL OTHER
                              |       |    SALARY     BONUS   |  COMPENSATION   |    UNITS     UNDERLYING  |   COMPENSATION
NAME AND PRINCIPAL POSITION   |  YEAR |     ($)      ($)(4)   |     ($)(5)      |   ($)(8)     OPTIONS (2) |     ($) (1)
----------------------------------------------------------------------------------------------------------------------------
<S>                             <C>     <C>         <C>          <C>               <C>         <C>             <C>
PAUL B. HEALY (4) (6)         |  2005 |    359,615    270,000 |               - |  216,750              -  |         37,690
  Vice President,             |  2004 |    349,904    298,750 |               - |        -              -  |          7,350
  Corporate Development and   |  2003 |    345,000    235,000 |               - |        -         61,480  |          7,175
  Investor Relations          |       |                       |                 |                          |
----------------------------------------------------------------------------------------------------------------------------
PETER K. LANE (7)             |  2005 |    428,950    159,133 |               - |        -              -  |         52,010
  Vice President,             |  2004 |    373,304    200,603 |               - |        -              -  |              -
  Chief Financial Officer     |  2003 |    339,956          - |               - |        -              -  |              -
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

-----------------
(1)  Compensation  listed  under  "All Other  Compensation"  for 2005 and 2004
     consists of contributions  made by the Company under the Company's 401(k)
     plan with  respect  to the  accounts  of Paris,  Cruickshank  and  Smith.
     Compensation  listed under "All Other Compensation" for 2005 with respect
     to  Cruickshank  also includes a taxable life  insurance  premium paid on
     Cruickshank's   behalf  by  the  Company,   compensation   for  editorial
     contribution and reimbursement of a club membership.  Compensation listed
     under "All Other  Compensation"  for 2005 with respect to Healy  includes
     contributions  made by the Company to Healy's account under the Company's
     401(k) plan and payment made in exchange for  unexercised  stock options.
     Compensation  listed under "All Other Compensation" for 2005 with respect
     to Lane includes return of a overpayment of a 2004 pension  contribution.
     Compensation  listed under "All Other Compensation" for 2004 with respect
     to Healy includes  contributions  made by the Company to Healy's  account
     under the Company's 401(k) plan and a taxable life insurance premium paid
     on  Healy's  behalf  by  the  Company.   Compensation  under  "All  Other
     Compensation"  for 2003 with respect to Paris includes director fees paid
     to him for service on the Board of Directors and various  committees from
     May 2003 until his  appointment as Interim  President and Chief Executive
     Officer in November 2003.

(2)  Represents number of shares of Class A Common Stock with respect to which
     options were awarded pursuant to the Company's 1999 Stock Incentive Plan.
     Option  grants vest in 25%  increments  over a four-year  period from the
     date of grant.  The initial dates of grant and exercise  prices for these
     option  grants  are as  follows:  2003 -- $9.45 per share with an initial
     grant date of February 6, 2003;  2002 -- $11.13 per share with an initial
     grant  date of  February  5,  2002.  See the 1999  Incentive  Stock  Plan
     described below. Number of shares represented by each option, and the per
     share  exercise  price,  were  adjusted by the Board of  Directors of the
     Company  in 2005 to  preserve  the value of  options  in light of the two
     special  dividends  declared and paid in respect of the Company's  common
     stock in late 2004 and early  2005.  The  number of shares  and  exercise
     prices presented herein reflects this adjustment.

(3)  Paris  became a director of the  Company in May 2003,  became the Interim
     President  and Chief  Executive  Officer in November  2003 and became the
     Interim Chairman in January 2004. In January 2005, the word "Interim" was
     removed from Paris's titles. Paris's 2003 salary was accrued in 2003, but
     paid in 2004.  Figures  provided with regard to Paris's  compensation  in
     2003 represent compensation beginning May, 2003.

(4)  The Company  entered  into  retention  arrangements  with  certain of its
     senior  executives  and senior  executives of its  affiliates,  including
     Cruickshank,  Healy,  Lane  and Smith.  These  arrangements  provided for
     payment of an incentive to the executives equal to 25% of the executive's
     annual base salary in effect on April 1, 2004.  These  payments were made
     on June 30, 2004 (25% of the  incentive),  December  31, 2004 (25% of the
     incentive),  and March 31,  2005 (the  remaining  50% of the  incentive).
     Compensation  listed under  "Bonus" for 2005  includes a retention  bonus
     paid as follows:  Cruickshank $43,750;  Healy $43,750;  Lane $46,663; and
     Smith $37,500. Retention bonuses were not paid in 2003.

(5)  Compensation  listed under "Other  Annual  Compensation"  with respect to
     Cruickshank consists of an automobile allowance.

(6)  Paul Healy resigned from the Company effective December 31, 2005.


                                      5
<PAGE>

(7)  Peter  Lane  resigned  from the  Company  effective  December  31,  2005.
     Compensation  was paid to Lane by the Company in Canadian Dollars and has
     been converted to U.S.  Dollars at the following  rates:  2005 -- 0.8579;
     2004 -- 0.7697; 2003 -- 0.7157.

(8)  Compensation  listed under Deferred  Stock Units  represents the value of
     Deferred Stock Units (DSUs) awarded  pursuant to the Company's 1999 Stock
     Incentive  Plan based on the closing price of our Class A Common Stock on
     the grant date of the DSUs. In 2005, Mr. Paris was granted 12,424 DSUs on
     November  16 (on which date the  closing  price of a share of our Class A
     Common  Stock was $8.55) and  130,814  DSUs on December 9, 2005 (on which
     date the closing price of a share of our Class A Common Stock was $8.60);
     Mr.  Cruickshank was granted 20,000 DSUs on January 26 (on which date the
     closing  price of a share of our  Class A Common  Stock was  $14.45)  and
     17,442 DSUs on December  9; Mr.  Smith was granted  7,500 DSUs on January
     26; Mr.  Stoklosa was granted  20,000 DSUs on March 14 (on which date the
     closing  price of a share of our  Class A Common  Stock was  $11.40)  and
     17,442  DSUs on  December  9; Mr.  Van Horn was  granted  15,000  DSUs on
     January  26, and 20,349  DSUs on  December  9; and Mr.  Healy was granted
     15,000 DSUs on January 26. In 2004,  Mr. Paris was granted 68,494 DSUs on
     January 14 (on which date the closing  price of our Class A Common  Stock
     was $15.49) in respect of 2003 and an additional  68,494 DSUs on November
     16 (on  which  date the  closing  price of our  Class A Common  Stock was
     $17.98)  in  respect  of 2004.  The DSUs  vest in 25%  increments  over a
     four-year  period from the grant date (other  than Mr.  Paris'  awards in
     2004 which  vested upon grant) and will be settled in shares of our Class
     A Common Stock upon  vesting.  DSUs are not  entitled to receive  regular
     dividend or dividend-equivalent payments.

     As a result of two special dividends  declared and paid by the Company in
     respect of the Company's  common stock in late 2004 and early 2005 ($2.50
     and $3.00 per  share,  respectively),  the value of the DSUs (as  defined
     below)  that  were  granted  prior to the  later  or both of the  special
     dividends  decreased  as a result of the  corresponding  decrease  in the
     market price of our Class A Common Stock. The Company granted  additional
     DSUs,  based on the amount of the  applicable  special  dividend,  to the
     holders of the prior DSUs to make them whole. The additional DSUs awarded
     to each of the persons named in the table are set forth below:

     o   The  Company  granted Mr.  Paris  21,662 DSUs on January 18, 2005 (on
         which date the closing  price of a share of our Class A Common  Stock
         was $15.05) in respect of the effect of the first special dividend on
         Mr. Paris' 2004 DSU grants and 42,878 DSUs on March 1, 2005 (on which
         date the  closing  price of a share of our  Class A Common  Stock was
         $11.46) in respect of the effect of the second  special  dividend  on
         Mr. Paris' prior DSU grants.  The  aggregate  value of the January 18
         and March 1 grants as of the respective grant dates was $817,395.

     o   The Company  granted Mr.  Cruickshank  5,405 DSUs on March 1, 2005 in
         respect  of  the  effect  of  the  second  special  dividend  on  Mr.
         Cruickshank's  January 26,  2005 DSU grant.  The value of the March 1
         grant as of that date was $61,941.

     o   The Company  granted Mr. Smith 2,027 DSUs on March 1, 2005 in respect
         of the effect of the second special  dividend on Mr. Smith's  January
         26,  2005 DSU  grant.  The value of the March 1 grant as of that date
         was $23,229.

     o   The  Company  granted  Mr.  Van Horn  4,054  DSUs on March 1, 2005 in
         respect  of the  effect of the  second  special  dividend  on Mr. Van
         Horn's  January DSU grant.  The value of the March 1 grant as of that
         date was $46,459.

     o   The Company  granted Mr. Healy 4,054 DSUs on March 1, 2005 in respect
         of the effect of the second special  dividend on Mr. Healy's  January
         DSU  grant.  The  value  of the  March 1 grant  as of that  date  was
         $46,459.

(9)  Stoklosa's employment with the Company began in March 2005.

(10) Van Horn's employment with the Company began in March 2004.


STOCK OPTION PLANS

     1994 STOCK OPTION PLAN

     Prior to the Company's  initial  public  offering in May 1994,  Hollinger
Inc., the parent  company of the Company,  adopted and approved a stock option
plan for the Company which was  subsequently  amended on September 9, 1996 (as
amended,  the "1994 Stock Option Plan"),  under which stock option awards have
been made to eligible  employees and  officers.  The purpose of the 1994 Stock
Option Plan was to promote the  interests of the Company and its  stockholders
by  establishing  a direct link  between the  financial  interests of eligible
employees and officers and the  performance of the Company and by enabling the
Company to attract and retain highly competent employees and officers.  On May
1, 1997, the stockholders approved a new stock option plan (see "-- 1997 STOCK
INCENTIVE  PLAN"  below) which  replaced  the 1994 Stock  Option Plan.  No new
grants have or will be made under the 1994 Stock Option Plan. Awards under the
1994  Stock  Option  Plan made  prior to May 1, 1997 are not  affected  by the
adoption of the 1997 Stock Incentive Plan.

     1997 STOCK INCENTIVE PLAN

     On May 1, 1997,  the  Company  adopted,  and the  Company's  stockholders
approved,  an equity  compensation  plan known as the Hollinger  International
Inc. 1997 Stock  Incentive Plan (the "1997 Stock  Incentive  Plan").  The 1997
Stock  Incentive Plan replaced the 1994 Stock Option Plan.  Awards  previously
made under the 1994 Stock  Option  Plan are not  affected.  The purpose of the
1997 Stock  Incentive  Plan was to assist in attracting  and retaining  highly
competent  employees  and  directors  and to act as an incentive in motivating
selected  officers and other key employees and directors to achieve  long-term
corporate objectives.  The 1997 Stock Incentive Plan provided for awards of up
to  5,156,915  shares of Class A Common  Stock.  This total  included  189,640
shares that remained  available under the 1994 Stock Option Plan, which shares
were rolled  into the 1997 Stock  Incentive  Plan,  and  4,967,275  additional
shares.  The  number of shares  available  for  issuance  under the 1997 Stock
Incentive Plan was subject to anti-dilution adjustments upon the occurrence of
significant  corporate  events.  The  shares  offered  under  the  1997  Stock
Incentive  Plan were either  authorized  and unissued  shares or issued shares
which had been  reacquired by the Company.  On May 5, 1999,  the  stockholders
adopted a new stock option plan (see "-- 1999 STOCK  INCENTIVE  PLAN,"  below)
which replaced the 1997 Stock  Incentive Plan. No new grants have been or will
be made  under the 1997  Stock  Incentive  Plan.  Awards  under the 1997 Stock
Incentive  Plan made prior to May 5, 1999 are not  affected by the adoption of
the 1999 Stock Incentive Plan.

     1999 STOCK INCENTIVE PLAN

     On May 5, 1999,  the  Company  adopted,  and the  Company's  stockholders
approved, a new equity compensation plan known as the Hollinger  International
Inc. 1999 Stock  Incentive Plan (the "1999 Stock  Incentive  Plan").  The 1999
Stock Incentive Plan replaced the 1997 Stock Incentive Plan. Awards previously
made under the 1997 Stock Incentive Plan are not affected.  The purpose of the
1999 Stock  Incentive  Plan is to assist in attracting  and  retaining  highly
competent employees and directors and to act as an incentive


                                      6
<PAGE>

in  motivating  selected  officers and other key  employees  and  directors to
achieve long-term corporate objectives. The 1999 Stock Incentive Plan provides
for the issuance of up to 8,500,000 shares of Class A Common Stock pursuant to
stock  options and other equity  based  compensation.  The exercise  price for
stock  options  must be at least equal to 100% of the fair market value of the
Class A Common Stock on the date of grant of such options. The maximum term of
the options granted under the 1999 Stock Plan is 10 years and the options vest
evenly,  over two or four years.  The number of shares  available for issuance
under the 1999 Stock  Incentive Plan is subject to  anti-dilution  adjustments
upon the occurrence of significant  corporate events. The shares offered under
the 1999 Stock  Incentive Plan are either  authorized  and unissued  shares or
issued shares which have been reacquired by the Company.

     OPTION GRANTS IN LAST FISCAL YEAR

     There were no options granted in fiscal year 2005.

     AGGREGATE OPTION EXERCISES DURING FISCAL 2005 AND FISCAL YEAR-END
     OPTION VALUES

     The following table sets forth  information  concerning  aggregate option
exercises and year-end option values of the named executive officers.

<TABLE>
<CAPTION>
                       AGGREGATE OPTION EXERCISES DURING FISCAL 2005
                                            AND
                            OPTION VALUES AT DECEMBER 31, 2005
                                     FOR THE COMPANY

-------------------------------------------------------------------------------------------------------------------
                                                       NUMBER OF SECURITIES
                                                      UNDERLYING UNEXERCISED            VALUE OF UNEXERCISED
                         NUMBER OF                        OPTIONS AT FISCAL            IN-THE-MONEY OPTIONS AT
                          SHARES       VALUE                 YEAR-END                     FISCAL YEAR-END ($)(1)
                        ACQUIRED ON   REALIZED     -------------------------------   ------------------------------
         NAME            EXERCISE       ($)         EXERCISABLE     UNEXERCISABLE     EXERCISABLE    UNEXERCISABLE
-------------------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>           <C>             <C>               <C>            <C>
Gordon A. Paris              -           -                    -                 -              -                 -
-------------------------------------------------------------------------------------------------------------------

John D. Cruickshank          -           -               75,253            18,725         69,946            36,637
-------------------------------------------------------------------------------------------------------------------

Robert T. Smith              -           -              111,996            20,138        112,502            37,775
-------------------------------------------------------------------------------------------------------------------

Gregory A. Stoklosa          -           -                    -                 -              -                 -
-------------------------------------------------------------------------------------------------------------------

James R. Van Horn            -           -                    -                 -              -                 -
-------------------------------------------------------------------------------------------------------------------

Paul B. Healy                -           -              387,959            15,369        369,672            35,241
-------------------------------------------------------------------------------------------------------------------

Peter K. Lane                -           -                    -                 -              -                 -
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In  accordance  with the  rules of the SEC,  Company  option  values  are
     calculated by  subtracting  the exercise price from the fair market value
     of the underlying  common stock. For purposes of this table,  fair market
     value is deemed to be $8.98, the average of the high and low common stock
     price  reported for NYSE  transactions  on December  30,  2005,  the last
     business day of the Company's  fiscal year. In 2005, the number of shares
     represented by each option held by the named executive officers,  as well
     as the per share exercise  price of the options were equitably  adjusted,
     pursuant to the underlying  stock option plans, to reflect the payment of
     the special  dividends  in 2005.  The number of shares  presented  herein
     reflects this adjustment.


     DEFINED BENEFIT PLANS

     Healy is  entitled  to  receive  from  the  American  Publishing  Company
Supplemental  Executive  Retirement  Plan,  effective  January  1,  1996  (the
"SERP"), an annual single life annuity of $7,403.23, beginning when he reaches
age 65. The  compensation  taken into  account to  determine  Healy's  benefit
includes his base salary for all of 1996, 1997 and 1998, as well as the period
beginning  January 1 and ending  March 31, 1999,  when all accruals  under the
SERP were frozen.  Healy has been credited with 3.48 years of credited service


                                      7
<PAGE>

under the SERP.  Healy's benefit is determined as 4.65% of his base salary for
the highest consecutive 36 months during which he accrued a benefit,  less 50%
of his primary social security age 65 benefit.


2006 LONG-TERM INCENTIVE PLAN

     The Company  established a long term  incentive plan ("LTIP") for certain
executive  officers  of the  Company  which was  approved  by the Board of the
Company  on  October  25,  2005,  and by the  Compensation  Committee  and the
Executive  Committee of the Board on December 9, 2005,  and is effective as of
December  9,  2005.  Pursuant  to the  terms of the  LTIP,  certain  executive
officers of the Company may receive awards of deferred stock units, which will
be granted  under the  Company's  1999 Stock  Incentive  Plan or any successor
thereto  and will  have  such  terms as may be  established  by the  Company's
Compensation Committee and set forth in a Deferred Stock Unit Award Agreement.
In addition, certain executive officers of the Company may also be eligible to
receive  an  annual  award  made up of a cash  payment  (the  "Cash  Incentive
Award").

     Receipt of the Cash Incentive Award by a participating officer is subject
to  the  Company's  achievement  of a  performance  measure  at  the  end  the
three-year  performance period for each annual award. This performance measure
is based upon the total shareholder return on the Class A Common Stock for the
three-year  performance  period as compared to the return of the S&P 1000 (the
"Index") for the same period.  The Company's  return has to be at or above the
50th  percentile  of all of the  companies in the Index for an officer to earn
any payout of the Cash  Incentive  Award,  and in such case the payout will be
50% at the  50th  percentile,  100% at the 60th  percentile,  200% at the 75th
percentile and 250% at the 90th percentile, with the percentages determined on
a ratable basis in between  those levels.  In the event of a change of control
of the Company,  payment of the Cash Incentive  Award is  accelerated  to, and
based on performance as of, the closing date of the change in control.  If the
closing date of the change in control  occurs before  December 31, 2006,  then
the Company's  return has to be in the 70th percentile of all of the companies
in the Index for a  participating  officer  to earn a 100%  payout of the Cash
Incentive  Award,  and in such  case  the  payout  will  be  200% at the  85th
percentile and 250% at the 95th percentile.

     If before a change of control of the  Company,  a  participating  officer
dies, terminates employment because of permanent disability,  retires from the
Company after  attaining  age 59 1/2, or is terminated by the Company  without
cause,  any incentive  award that was unvested at the time of his  termination
will become  vested and a prorated  portion of no more than 100% of the target
award,  determined by taking into account the measurement  period beginning on
the award date and ending on date of termination,  will be paid by March 15 of
the  year  following  the  year of the  participating  officer's  termination.
Paris's  employment  agreement with the Company  contains  special  provisions
regarding the Cash  Incentive  Award.  See  "Employment  and Change of Control
Agreements--Terms of Paris Agreement."

     Cash  Incentive  Awards  become fully  vested on a change of control.  In
addition,  Cash  Incentive  Awards  payable after a change in control are paid
without  proration  or the  payment  limitation  of 100% of the  target  award
described in the immediately preceding paragraph.

     Participating officers who are terminated by the Company without cause or
who  voluntarily  terminate  employment for good reason  following a change in
control and whose awards were  forfeited in connection  with such  termination
will have their awards  reinstated  in the event a Change of Control  Business
Combination  Transaction  (as  defined in the LTIP)  occurs  within six months
following the participating  officer's  termination.  This  reinstatement will
entitle the  participating  officer to receive any additional  incentive award
payment the  participating  officer would have been entitled to receive upon a
Change of Control  Business  Combination  Transaction,  had the  forfeiture or
termination of employment not occurred.

LONG TERM INCENTIVE PLAN - CASH INCENTIVE AWARD TABLE

     The  following  table  summarizes  Cash  Incentive  Awards under the LTIP
during  fiscal  year 2005 to the  Company's  executive  officers  named in the
Summary Compensation Table above.


                                      8
<PAGE>

<TABLE>
<CAPTION>
                     LONG TERM INCENTIVE PLAN - CASH INCENTIVE AWARDS DURING FISCAL YEAR 2005

-------------------------------------------------------------------------------------------------------------------------
                                               PERFORMANCE OR                    ESTIMATED FUTURE PAYOUTS
                            NUMBER OF           OTHER PERIOD                UNDER NON-STOCK PRICE-BASED PLANS
                         SHARES, UNITS OR     UNTIL MATURATION    -------------------------------------------------------
         NAME           OTHER RIGHTS ($)(1)     OR PAYOUT (2)     THRESHOLD ($)(3)     TARGET ($)(4)     MAXIMUM ($)(5)
-------------------------------------------------------------------------------------------------------------------------
<S>                     <C>                   <C>                 <C>                 <C>                <C>
Gordon A. Paris              1,125,000             3 years            562,500            1,125,000          2,812,500
-------------------------------------------------------------------------------------------------------------------------
John D. Cruickshank           150,000              3 years             75,000             150,000            375,000
-------------------------------------------------------------------------------------------------------------------------
Robert T. Smith(6)               -                    -                  -                   -                  -
-------------------------------------------------------------------------------------------------------------------------
Gregory A. Stoklosa           150,000              3 years             75,000             150,000            375,000
-------------------------------------------------------------------------------------------------------------------------
James R. Van Horn             175,000              3 years             87,500             175,000            437,500
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

------------
(1)  The Cash  Incentive  Award is  denominated  as the Target dollar  amount.
     Payment  of the Target  amount,  Threshold  amount or  Maximum  amount is
     solely  dependent on the total  shareholder  return on the Class A Common
     Stock for the three-year  performance period as compared to the return of
     the S&P 1000 at the end of the performance period.  Linear proration will
     be used to determine the percent of the Cash  Incentive  Award to be paid
     for percentiles between (i) those percentiles  described in footnotes (3)
     and (4) below,  (ii) the  percentile  described in footnote (4) below and
     performance at the 75th percentile  (where 200% of the Target amount will
     be paid) and (iii)  performance at the 75th percentile and the percentile
     described in footnote  (5) below.  The  Company's  return has to be at or
     above the 50th  percentile of all of the companies in the S&P 1000 for an
     officer to earn any payout of the Cash Incentive Award.
(2)  The  performance  period  for the  Cash  Incentive  Awards  commenced  on
     December 9, 2005 and will end on December 9, 2008.
(3)  Payment of the Threshold  amount (50% of the Target amount)  requires the
     total stockholder return to be at the 50th percentile.
(4)  Payment of the Target amount requires the total stockholder  return to be
     at the 60th percentile.
(5)  Payment of the Maximum  amount (250% of the Target  amount)  requires the
     total stockholder return to be at the 90th percentile.
(6)  Smith did not receive a Cash Incentive Award under the LTIP.


EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS

     The Company has entered into  employment  agreements  with the  following
named  executive  officers:  Paris,  Cruickshank,  Stoklosa and Van Horn.  The
Company also had an employment  agreement with Healy prior to the  termination
of his  employment  with the  Company.  The Company  does not have  employment
agreements with any other named executive officer.

     TERMS OF PARIS AGREEMENT

     Paris joined the Company as Interim President and Chief Executive Officer
in November  2003,  becoming  Interim  Chairman in January 2004.  The Board of
Directors  removed the word  "Interim" from Paris's title in January 2005. The
terms of the original  employment  agreement with Paris were amended effective
January 1, 2005 and was further amended with effect from January 1, 2006(as so
amended,  the "Paris  Agreement").  The Paris Agreement is for a period of one
year from  January 1, 2005,  and the terms of  employment  are  renewable  for
successive  periods of one year upon  expiration of the previous term,  unless
the Board of Directors or Paris gives written  notice of  non-renewal at least
60 days prior to the end of each such one year period.  The term of employment
has been renewed for the one-year period commenced January 1, 2006.

     As the Company's President and Chief Executive Officer,  Paris reports to
the Board of  Directors.  In 2005,  Paris was paid an annual base salary of $2
million,  offset  in the  amount of the  annual  salary  received  by him from
Berenson & Company.  Effective January 1, 2006, Paris's annual base salary was
reduced  to  $900,000,  and will  continue  to be offset in the  amount of the


                                      9
<PAGE>

annual salary received by him from Berenson & Company. The offset was $235,000
in 2004, $125,000 in 2005 and $25,000 for 2006,  reflecting Paris's increasing
duties for the Company,  where he now devotes substantially all of his working
time.

     In 2005, Paris was eligible for an annual incentive bonus targeted at 50%
of his annual base salary  payable  pursuant to an annual  calendar year bonus
plan established by the Board of Directors.  Effective  January 1, 2006, Paris
is  eligible  for an annual  incentive  bonus  targeted at 100% of his salary,
depending  upon the  achievement  of  financial  performance  goals  and other
non-financial and individual  performance goals to be established by the Board
of Directors ("Target Goals"). If the Target Goals are exceeded, Paris will be
eligible to receive an incentive  bonus in an amount up to 200% of his salary.
If  performance  is below the Target Goals,  Paris will be entitled to a bonus
that is less than 100% of his salary, but will not be entitled to any bonus if
performance is below a certain threshold. Paris was also granted DSUs in 2005.
Paris is eligible for participation in the Company's other incentive programs,
benefit plans and programs and perquisites  for which other senior  executives
of the Company are eligible.

     Effective  January 1, 2006, the terms of the Paris Agreement were amended
to provide  for his  participation  in the LTIP.  Under the LTIP,  Paris has a
target  award equal to 250% of his annual base  salary.  Fifty  percent of the
target  award has been granted in the form of DSUs,  which were granted  under
the 1999  Stock  Incentive  Plan  and vest  ratably  over  four  years on each
anniversary  of the date of grant.  The  remaining  50% of the target award is
payable in the form of a Cash Incentive Award subject to the terms of the LTIP
as described  above.  Upon an involuntary  termination  of Paris's  employment
(including  due to death or  disability),  Paris's  voluntary  termination  of
employment  for  good  reason  following  a  change  in  control,  or  Paris's
retirement  from the Company  after  having  attained age 59 1/2 with at least
five years of service,  payment of the Cash Incentive Award is accelerated to,
and  calculated  as of,  the date of  termination,  without  being  subject to
proration.

     The Paris  Agreement  may be  terminated:  (I) by Paris at the end of the
term;  (II) upon Paris's death or disability;  (III) by the Company for cause;
(IV) by Paris for any reason upon 30 days'  notice;  or (V) by the Company for
any other reason upon 60 days' notice.  If Paris's  services are terminated as
described in the preceding clauses (I) through (IV), Paris will be entitled to
receive his salary and health and welfare  benefits  through his final date of
active  employment,  plus any accrued but unused vacation pay and any benefits
required by law or any other plan or program in which he is a participant.

     If Paris's services are terminated under the  circumstances  described in
clause (V) of the immediately  preceding paragraph,  Paris will be entitled to
receive (I) the sum of his annual base salary and target bonus,  (II) a target
bonus for the year of  termination  prorated  for service  through the date of
termination,  and (III)  continuation of health and welfare benefits for a one
year period  following the date of  termination.  Upon  termination of Paris's
services as described in this paragraph, all unvested equity-based awards will
become immediately fully vested and payable (if applicable).

     In the event of a change of control of the  Company,  and the  subsequent
termination of Paris' employment, by the Company without cause or by Paris for
good  reason,  within 36 months  after the  change in  control,  Paris will be
entitled to his base salary and health and welfare  benefits through his final
date of active employment,  any accrued but unused vacation pay and the target
bonus  through his final date of active  employment.  In addition,  Paris will
also be entitled to receive:  (I) a lump sum amount  equal to his final annual
base salary plus the higher of his target  bonus or the highest  annual  bonus
actually  received  during the two most recent years and (II)  continuation of
health and welfare benefits for a period commencing on the date of termination
and  ending on the first  anniversary  of the date upon  which the term  would
otherwise have expired absent his termination.  In addition,  upon a change in
control,  all unvested awards and grants will become  immediately fully vested
and payable (if applicable).  The Paris Agreement  provides for a tax gross up
if there are deemed  "parachute  payments" under the Internal  Revenue Code of
1986, as amended.

     Paris  agrees  that during his  employment  with the  Company,  and for a
period  of one year  after  the  effective  date of his  termination  from the
Company  for  whatever  reason,  he will be  subject  to  non-competition  and
non-solicitation provisions as set forth in the Paris Agreement.

     TERMS OF CRUICKSHANK AGREEMENT

     Cruickshank has been with the Company since 2000. Cruickshank is employed
as the Chief  Operating  Officer  of the  Company's  Sun-Times  News Group and
publisher  of the CHICAGO  SUN-TIMES  and reports to the  President  and Chief
Executive  Officer  of the  Company.  The  terms  of the  original  employment
agreement with  Cruickshank  were amended  effective as of January 1, 2005 and
was  further  amended  with effect  from  January 1, 2006 (as so amended,  the
"Cruickshank  Agreement").  The  Cruickshank  Agreement is for a period of one
year from  January 1, 2005,  and the terms of  employment  are  renewable  for
successive  periods of one year upon  expiration of the previous term,  unless
the Board of Directors or  Cruickshank  gives written notice of non-renewal at
least 60 days  prior to the end of each  such  one  year  period.  The term of
employment has been renewed for the one-year period commenced January 1, 2006.

     In 2005,  Cruickshank  was paid an  annual  salary  of  $360,000  and was
eligible for an annual bonus targeted at 50% of his annual base salary payable
pursuant to an annual  calendar  year bonus plan  established  by the Board of


                                      10
<PAGE>

Directors.  Effective  January  1,  2006,  Cruickshank  will be paid an annual
salary of $400,000 and will be eligible for an annual bonus targeted at 75% of
his annual base  salary.  In addition,  Cruickshank  is eligible to receive in
2006 an annual award under the LTIP in an amount to be determined by the Board
of Directors.

     The  Cruickshank  Agreement may be terminated:  (I) by Cruickshank at the
end of the term;  (II) upon  Cruickshank's  death or disability;  (III) by the
Company for cause; (IV) by Cruickshank for any reason upon 30 days' notice; or
(V) by the Company for any other reason upon 60 days' notice. If Cruickshank's
services are  terminated  as described  in the  preceding  clauses (I) through
(IV),  Cruickshank  will be  entitled  to  receive  his  salary and health and
welfare benefits through his final date of active employment, plus any accrued
but unused vacation pay and any benefits  required by law or any other plan or
program in which he is a participant.

     Except if such termination  occurs within the 36-month period following a
change in control of the Company, if Cruickshank's  services are terminated by
the Company as described in clause (V) of the immediately  preceding paragraph
or by the  Company at the end of the term,  he will be  entitled  to receive a
single  lump sum  equal to (I) an amount  that  would  have been  equal to the
continuation of his annual base salary for a period  commencing on the date of
termination  and  ending on the first  anniversary  of the date upon which the
term would  otherwise have expired absent his termination  (the  "Continuation
Period"), (II) an amount equal to the target bonus payable with respect to the
base  salary  paid or that  would  have been  payable  both in  respect of the
Extension  Period and the portion of the  then-current  term of employment not
included in the  Continuation  Period,  and (III) an amount equal to any bonus
for  Cruickshank  earned  and  unpaid  as  of  Cruickshank's   termination  of
employment.  Cruickshank  will also be entitled to receive  health and welfare
benefits during the  Continuation  Period.  Upon  termination of Cruickshank's
services as described  in this  paragraph,  (I) all unvested  cash awards will
become   fully  vested  and  payable  (as   applicable),   (II)  all  unvested
equity-based  awards which, in accordance with applicable  vesting  schedules,
would have vested during the Continuation  Period will become fully vested and
payable and (III) all other unvested equity-based awards will be forfeited.

     In the event of a change of control of the  Company,  and the  subsequent
termination  of  Cruickshank's  employment by the Company  without cause or by
Cruickshank  for good  reason,  within 36 months  after the change in control,
Cruickshank  will be  entitled  to his base  salary  and  health  and  welfare
benefits through his final date of active  employment,  any accrued but unused
vacation pay and the target bonus through his final date of active employment.
Cruickshank  will also be entitled to receive:  (I) a lump sum amount equal to
his final annual base salary,  multiplied by two, plus two times the higher of
his target bonus or the highest annual bonus actually  received during the two
most recent years,  (II) a target bonus for the year of  termination  prorated
for service  through the date of  termination,  and (III) the  continuation of
health  and  welfare  benefits  for a period of two years from the date of the
current  term of his  agreement.  In addition,  upon a change in control,  all
unvested  awards and grants  become  immediately  fully vested and payable (if
applicable).  All severance  payments will be made to  Cruickshank in a single
lump sum  payment  on a date that is not  later  than ten (10)  business  days
following the date of termination of his services.  The Cruickshank  Agreement
provides for a tax gross up if there are deemed "parachute payments" under the
Internal Revenue Code of 1986, as amended.

     Cruickshank agrees that during his employment with the Company, and for a
period  of one year  after  the  effective  date of his  termination  from the
Company  for  whatever  reason,  he will be  subject  to  non-competition  and
non-solicitation provisions as set forth in the Cruickshank Agreement.

     TERMS OF STOKLOSA AGREEMENT

     Stoklosa was appointed Vice President and Chief Financial  Officer of the
Company in November 2005. From March 2005 to November 2005, Stoklosa served as
Vice  President -- Finance until his  appointment  as Vice President and Chief
Financial  Officer in November 2005. On January 31, 2006, the Company  amended
and restated in its entirety its employment agreement with Stoklosa, effective
as of January 1, 2006 (the "Stoklosa Agreement").

     The Stoklosa  Agreement has a one year term, ending on December 31, 2006,
renewable  for  successive  one-year  periods.  Under the Stoklosa  Agreement,
Stoklosa is entitled to an annual base salary of $400,000  and is eligible for
an annual bonus targeted at 75% of his annual base salary. The final amount of
Stoklosa's bonus will be as determined by the Board of Directors. In addition,
Stoklosa is  eligible to receive in 2006 an annual  award under the LTIP in an
amount to be determined  by the Board of  Directors.  Stoklosa is eligible for
participation  in the Company's  other incentive  programs,  benefit plans and
programs and perquisites for which other senior  executives of the Company are
eligible.

     The Stoklosa  Agreement  may be  terminated:  (I) at the end of the term;
(II) upon his death or disability; (III) by the Company for cause; (IV) by him
for any reason upon 30 days' notice; or (V) by the Company for any reason upon
60 days'  notice.  If Stoklosa's  services are  terminated as described in the
preceding  clauses  (II)  through  (IV) or by him under clause (I), he will be
entitled  to receive his salary and health and  welfare  benefits  through his
final date of active employment,  plus any accrued but unused vacation pay and
any  benefits  required  by law or any other  plan or program in which he is a
participant.


                                      11
<PAGE>

     Except if such termination  occurs within the 36-month period following a
change in control of the Company, if Stoklosa's services are terminated by the
Company as described in clause (V) of the immediately  preceding  paragraph or
by the Company at the end of the term, he will be entitled to receive a single
lump sum equal to (I) an amount that would have been equal to the continuation
of his annual base salary for a period  commencing on the date of  termination
and  ending on the first  anniversary  of the date upon  which the term  would
otherwise have expired absent his  termination  (the  "Continuation  Period"),
(II) an amount  equal to the target  bonus  payable  with  respect to the base
salary paid or that would have been payable  both in respect of the  Extension
Period and the portion of the then-current  term of employment not included in
the Continuation  Period,  and (III) an amount equal to any bonus for Stoklosa
earned and unpaid as of Stoklosa's  termination of  employment.  Stoklosa will
also  be  entitled  to  receive  health  and  welfare   benefits   during  the
Continuation  Period.  Upon termination of Stoklosa's services as described in
this  paragraph,  (I) all  unvested  cash awards will become  fully vested and
payable (as  applicable),  (II) all unvested  equity-based  awards  which,  in
accordance with  applicable  vesting  schedules,  would have vested during the
Continuation  Period will become  fully vested and payable and (III) all other
unvested equity-based awards will be forfeited.

     In the event of a change of control of the  Company,  and the  subsequent
termination  of  Stoklosa's  employment,  either by the Company for any reason
other than death,  disability  or cause or by him for good  reason,  within 36
months  after the change in  control,  Stoklosa  will be  entitled to his base
salary  and  health  and  welfare  benefits  through  his final date of active
employment,  any accrued but unused  vacation pay and the target bonus through
his  final  date  of  active  employment.  In  addition,  under  the  Stoklosa
Agreement,  Stoklosa will be entitled to receive:  (I) a lump sum amount equal
to his final annual base salary,  multiplied by two, plus two times the higher
of his target bonus for the year of  termination  or the highest  annual bonus
actually  received  during the two most recent years,  (II) a target bonus for
the year of termination  prorated for service through the date of termination,
and (III) the  continuation  of health  and  welfare  benefits  for the period
commencing on the date of termination and ending on the second  anniversary of
the date on which the term of Stoklosa's  employment  would have expired if he
remained  employed by the Company until such date. In addition,  upon a change
in control,  all unvested cash and equity-based awards will become immediately
vested and payable (as applicable).

     All  severance  payments  will be made to  Stoklosa  in a single lump sum
payment on a date that is not later than ten (10) business days  following the
date of termination of his services. The Stoklosa Agreement provides for a tax
gross up if there are deemed  "parachute  payments" under the Internal Revenue
Code of 1986, as amended.

     TERMS OF VAN HORN AGREEMENT

     Van Horn has served as Vice  President,  General Counsel and Secretary of
the  Company  since  June  2004.  From March 2004 until June 2004 he served as
Corporate Counsel to the Company. On January 31, 2006, the Company amended and
restated in its entirety its employment  agreement with Van Horn, effective as
of January 1, 2006 (the "Van Horn Agreement").

     The Van Horn Agreement has a one year term,  ending on December 31, 2006,
renewable for successive one-year periods.  Under the Van Horn Agreement,  Van
Horn is entitled to an annual base salary of $350,000  and is eligible  for an
annual bonus  targeted at 75% of his annual base  salary.  The final amount of
Van Horn's bonus will be as determined by the Board of Directors. In addition,
Van Horn is eligible  to receive in 2006 an annual  award under the LTIP in an
amount to be determined  by the Board of  Directors.  Van Horn is eligible for
participation  in the Company's  other incentive  programs,  benefit plans and
programs and perquisites for which other senior  executives of the Company are
eligible.

     The Van Horn  Agreement  may be  terminated:  (I) at the end of the term;
(II) upon his death or disability; (III) by the Company for cause; (IV) by him
for any  reason  upon 30 days'  notice;  or (V) by the  Company  for any other
reason  upon 60  days'  notice.  If Van  Horn's  services  are  terminated  as
described  in the  preceding  clauses (II) through (IV) or by him under clause
(I), he will be entitled to receive his salary and health and welfare benefits
through  his final  date of active  employment,  plus any  accrued  but unused
vacation pay and any benefits  required by law or any other plan or program in
which he is a participant.

     Except if such termination  occurs within the 36-month period following a
change in control of the Company, if Van Horn's services are terminated by the
Company as described in clause (V) of the immediately  preceding  paragraph or
by the Company at the end of the term, he will be entitled to receive a single
lump sum equal to (I) the amount  that  would have been  payable as his annual
base salary in respect of the period commencing on the date of termination and
ending  on the  first  anniversary  of the date  upon  which  the  term  would
otherwise have expired absent his  termination  (the  "Continuation  Period"),
(II) an amount  equal to the target  bonus  payable with respect to the salary
paid or that  would have been  payable  in  respect  of both the  Continuation
Period and the portion of the then-current  term of employment not included in
the  Continuation  Period,  and (III) an amount  equal to any bonus earned and
unpaid  as of Van  Horn's  termination  of  employment.  Van Horn will also be
entitled  to  receive  health and  welfare  benefits  during the  Continuation
Period.  Upon  termination  of  Van  Horn's  services  as  described  in  this
paragraph,  (I) all unvested  cash awards will become fully vested and payable
(as applicable),  (II) all unvested  equity-based  awards which, in accordance
with applicable vesting  schedules,  would have vested during the Continuation
Period will become fully  vested and payable and (III) all other  equity-based
awards will be forfeited.


                                      12
<PAGE>

     In the event of a change of control of the  Company,  and the  subsequent
termination  of Van Horn's  employment,  either by the  Company for any reason
other than death,  disability  or cause or by him for good  reason,  within 36
months  after the change in  control,  Van Horn will be  entitled  to his base
salary  and  health  and  welfare  benefits  through  his final date of active
employment,  any accrued but unused  vacation pay and the target bonus through
his final date of active employment. In addition, under his amended employment
agreement,  Van Horn will be entitled to receive:  (I) a lump sum amount equal
to his final annual base salary,  multiplied by two, plus two times the higher
of his target bonus for the year of  termination  or the highest  annual bonus
actually  received  during the two most recent years,  (II) a target bonus for
the year of termination  prorated for service through the date of termination,
and (III) the  continuation  of health  and  welfare  benefits  for the period
commencing on the date of termination and ending on the second  anniversary of
the date on which the term of Van Horn's  employment  would have expired if he
remained  employed by the Company until such date. In addition,  upon a change
in control,  all unvested cash incentive and  equity-based  awards will become
immediately fully vested and payable (if applicable).

     All  severance  payments  will be made to Van Horn in a  single  lump sum
payment on a date that is not later than ten (10) business days  following the
date of termination of Van Horn's  services.  The Van Horn Agreement  provides
for a tax gross up if there are deemed "parachute payments" under the Internal
Revenue Code of 1986, as amended.

     TERMS OF HEALY AGREEMENT

     Healy joined Hollinger in 1995, and entered into an employment  agreement
with the  Company,  effective  January 1, 2005 (the  "Healy  Agreement").  The
Agreement  was  for a  period  of one  year.  Under  the  terms  of the  Healy
Agreement,  Healy was  employed  as the  Company's  Vice  President,  Investor
Relations  and Corporate  Development  and reported to the President and Chief
Executive  Officer of the  Company.  Healy  received  an annual base salary of
$360,000 and was  eligible  for an annual bonus  targeted at 75% of his annual
base salary.

     Healy's  employment  with the Company  terminated  on December  31, 2005.
Healy and the Company  entered into a separation  agreement dated December 20,
2005, that supersedes the Healy Agreement.  In consideration for his agreement
to provide  consulting  services to the Company for nine months  following the
date of his  termination  and to provide the Company with a general release of
claims, Healy will receive an amount equal to his pro-rated annual base salary
and  continued  health and dental  coverage  through  September  30, 2006 (but
health and dental  coverage will terminate  earlier if Healy obtains  coverage
from a  subsequent  employer).  Healy also  received  his annual bonus paid at
target (in the amount of  $270,000).  In addition,  all  outstanding  unvested
equity-based  awards  on the  date of  termination  will  continue  to vest in
accordance with their original  schedule through  September 30, 2006. Healy is
not subject to non-competition or non-solicitation provisions.

     TERMS OF LANE AGREEMENT

     Lane's employment with the Company  terminated  effective on December 31,
2005. In consideration for his agreement to provide the Company with a general
release  of  claims,  Lane  received a lump sum  payment  of  Cdn.$500,000  as
severance and  Cdn.$300,000 in lieu of his annual bonus for 2005. In addition,
Lane is entitled to reimbursement  for outplacement  services at a firm of his
choice up to  Cdn.$75,000  and continued  health and dental  coverage  through
December 31, 2006 (but health and dental  coverage will  terminate  earlier if
Lane obtains coverage from a subsequent employer). The Company also reimbursed
Lane up to  Cdn.$7,000  for legal  fees  incurred  by him in  negotiating  the
separation   agreement.   Lane   is  not   subject   to   non-competition   or
non-solicitation provisions.


                                      13
<PAGE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

     The following  table sets forth, as of April 14, 2006,  unless  otherwise
indicated,  certain  information  regarding those persons or entities known to
hold more than 5% of the outstanding  shares of Class A Common Stock and Class
B Common Stock, and ownership of Class A Common Stock and Class B Common Stock
by the named executive officers, the directors and all directors and executive
officers as a group.  The  beneficial  ownership  information of each of these
persons or entities is based upon, where  applicable,  filings with the SEC as
noted in the footnotes to the table.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                        CLASS AND TOTAL NUMBER OF SHARES      PERCENT OF
NAME AND ADDRESS                                             BENEFICIALLY OWNED(1)               CLASS
---------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>                  <C>
Tweedy, Browne Company LLC (2)........................   11,305,113        Class A Common        15.3%
   350 Park Avenue
   New York, New York 10022

Hollinger Inc. and affiliates (3).....................   15,772,923#       Class A Common        21.3%
   10 Toronto Street                                     14,990,000        Class B Common       100.0%
   Toronto, Ontario
   M5C 2B7 Canada

Franklin Mutual Advisors LLC (4)......................    5,962,664        Class A Common         8.0%
   101 John F. Kennedy Parkway
   Short Hills, NJ 07078

Cardinal Capital Management, LLC (5)..................    4,633,220        Class A Common         6.3%
   One Fawcet Place
   Greenwich, Connecticut 06830

Marathon Asset Management LLP (6).....................    4,434,848        Class A Common         6.0%
   Orion House
   5 Upper St. Martins Lane
   London WC2H 9EA
   United Kingdom

John F. Bard .........................................        1,751        Class A Common          *

Stanley M. Beck, Q.C..................................        1,751        Class A Common          *

Randall C. Benson.....................................           --              --               --

John D. Cruickshank...................................      130,113        Class A Common          *

Cyrus F. Freidheim, Jr................................        5,751        Class A Common          *

John M. O'Brien.......................................        1,751        Class A Common          *

Gordon A. Paris.......................................      344,766        Class A Common          *

Graham W. Savage......................................        1,751        Class A Common          *

Raymond G.H. Seitz....................................        1,751        Class A Common          *

Robert T. Smith.......................................      135,118        Class A Common          *

Gregory A. Stoklosa...................................       37,442        Class A Common          *

Raymond S. Troubh ....................................       16,751        Class A Common          *

James R. Van Horn.....................................       39,403        Class A Common          *

All current directors and executive officers as a
   group (13 persons) (7) ............................      718,043        Class A Common          *
</TABLE>

# Includes shares issued upon conversion of Class B Common Stock.

* An asterisk (*) indicates less than one percent of a class of stock.

-------------
(1)  Includes  shares  subject  to  presently  exercisable  options or options
     exercisable  within 60 days of April 14, 2006, held by executive officers
     and  directors  under the  Company's  1994 Stock Option Plan,  1997 Stock
     Incentive  Plan  and  1999  Stock  Incentive  Plan  as  follows:  John D.
     Cruickshank  ("Cruickshank") options to purchase 87,226 shares; Robert T.
     Smith ("Smith") options to purchase 125,591 shares.  See "Compensation of
     Executive  Officers and  Directors - STOCK OPTION  PLANS".  The number of
     shares represented by each option, and the per share exercise price, were
     adjusted by the Board of Directors of the Company in 2005 to preserve the
     value of options in light of the two special dividends  declared and paid
     in respect of the Company's common stock in late 2004 and early 2005. The
     number of shares presented herein reflect this adjustment.  Also includes
     shares issuable pursuant to Deferred Stock Units ("DSUs") as follows:


                                      14
<PAGE>

     Bard  1,751  shares;  Beck  1,751  shares;   Cruickshank  42,847  shares;
     Freidheim  1,751  shares;  O'Brien 1,751  shares;  Paris 344,766  shares;
     Savage 1,751  shares,  Seitz 1,751 shares;  Smith 9,527 shares;  Stoklosa
     37,442 shares; Troubh 1,751 shares and Van Horn 39,403 shares.
(2)  As  reported  in  Schedule  13D filed with the SEC on  November  4, 2005.
     Tweedy Browne has investment discretion with respect to 11,305,113 shares
     of Class A Common  Stock held in the  accounts  of various  customers  of
     Tweedy Browne,  and has shared power to dispose or direct the disposition
     of all such shares. Tweedy Browne has sole power to vote or to direct the
     voting  of  11,259,808  shares of Class A Common  Stock  that are held in
     certain customer accounts.
(3)  As of April 7, 2006,  includes:  (I)  2,000,000  shares of Class A Common
     Stock  issuable  upon  conversion  of 2,000,000  shares of Class B Common
     Stock held by Hollinger Inc.;  (II)  12,990,000  shares of Class A Common
     Stock  issuable upon  conversion  of 12,990,000  shares of Class B Common
     Stock  held by 504468  N.B.  Inc.  ("NBCo"),  an  indirect  wholly  owned
     subsidiary of Hollinger  Inc.; and (III) 782,923 shares of Class A Common
     Stock held by NBCo.
(4)  As reported in Schedule 13G filed with the SEC on March 13, 2006.
(5)  As reported in Schedule 13D filed with the SEC on January 20, 2006.
(6)  As reported in Schedule 13F filed with the SEC on January 23, 2006.  With
     respect  to  their  holdings  of  Class A Common  Stock,  Marathon  Asset
     Management  LLP has shared power to vote or to direct voting of 3,140,716
     shares and no voting authority with respect to 1,294,132 shares.
(7)  The current directors and executive officers as a group (13 persons) were
     the  beneficial  owners of 718,043  shares of Class A Common Stock (which
     includes  presently  exercisable  options to purchase  212,857  shares of
     Class A Common  Stock,  19,000 owned shares and 486,285  shares  issuable
     pursuant to DSUs).  Certain current and former directors and officers may
     still hold  Retractable  Common  Shares of Hollinger  Inc.  ("Retractable
     Shares")  (discussed  below),  which are  exchangeable  at the  option of
     Hollinger  Inc. for shares of the  Company's  Class A Common  Stock.  The
     Company is currently  unable to determine the exact amount of Retractable
     Shares currently held by current and former  directors and officers,  but
     it  is  believed  that   Ravelston   and  certain   direct  and  indirect
     subsidiaries hold 78.3% of the outstanding Retractable Shares. The number
     of shares  represented by each option,  and the per share exercise price,
     were  adjusted by the Board of Directors in 2005 to preserve the value of
     options  in  light  of the two  special  dividends  declared  and paid in
     respect of the  Company's  common stock in late 2004 and early 2005.  The
     number of shares presented herein reflects this adjustment.

     APPOINTMENT OF RECEIVER; CHANGE IN CONTROL

     Hollinger Inc.  reported that on April 20, 2005,  Ravelston and Ravelston
Management,   Inc.  ("RMI"),  a  subsidiary  of  Ravelston,   were  placed  in
receivership by an order of the Ontario  Superior Court of Justice pursuant to
the Courts of Justice Act  (Ontario)  (the  "Receivership  Order") and granted
protection pursuant to the Companies' Creditors  Arrangement Act (Canada) (the
"CCAA")  by a  separate  order (the "CCAA  Order").  The court  appointed  RSM
Richter  Inc.  (the  "Receiver")  as  receiver  and  monitor  of all assets of
Ravelston  and  RMI  and  certain  affiliated  entities   (collectively,   the
"Ravelston  Entities").  On May 18,  2005,  the court  extended  the orders to
include  Argus  Corporation  Ltd.  ("Argus   Corporation")  (Black  was  Chief
Executive Officer and a director of Argus Corporation until his resignation on
June 2, 2005),  and five of its  subsidiaries and provided that nothing in the
Receivership  Order or the CCAA Order  should stay or prevent an action by the
Special Committee  pursuant to its investigation in the United States District
Court for the Northern  District of Illinois,  including as against  Ravelston
and RMI. The court has extended the stay of proceedings  against the Ravelston
Entities to June 16, 2006 and has also  extended  the date for  submission  of
claims  against the  Ravelston  Entities to May 19, 2006.  According to public
filings of Hollinger Inc., the Ravelston Entities own, directly or indirectly,
or  exercise  control  or  direction  over,  Hollinger  Inc.'s  common  shares
representing approximately 78.3% of the issued and outstanding common stock of
Hollinger  Inc.  Following the amendment of the Company's  Shareholder  Rights
Plan to designate the Receiver as an "exempt stockholder" (see "-- SHAREHOLDER
RIGHTS PLAN"  below),  the  Receiver  took  possession  and control over those
shares on or around June 1, 2005. The Receiver  stated that it took possession
and  control   over  those  shares  for  the  purposes  of  carrying  out  its
responsibilities  as court appointed  officer.  As a result of this action,  a
change of control of the Company may be deemed to have occurred.

     PLEDGES OF SECURITIES

     All of  Hollinger  Inc.'s  direct and  indirect  interest  in the Class A
Common Stock is being held in escrow by a licensed trust company in support of
future retractions of Hollinger Inc.'s Series II Preference Shares, and all of
its direct and  indirect  interest  in the Class B Common  Stock is pledged as
security  in  connection  with  Hollinger  Inc.'s  outstanding  11 7/8% Senior
Secured  Notes due 2011 and 11 7/8% Second  Priority  Secured  Notes due 2011.
Hollinger  Inc. has reported that $78 million  principal  amount of the Senior
Secured Notes and $15 million  principal amount of the Second Priority Secured
Notes are outstanding.


                                      15
<PAGE>

     Under the terms of the Series II Preference Shares, each Preference Share
may be  retracted  by its  holder  for 0.46 of a share  of the  Class A Common
Stock.  Until the Series II Preference Shares are retracted in accordance with
their terms,  Hollinger  Inc.  may  exercise  the  economic and voting  rights
attached to the underlying shares of the Class A Common Stock.

     If  Hollinger  Inc.  or any of its  subsidiaries  that own Class A Common
Stock or Class B Common Stock were to commence  proceedings to restructure its
indebtedness in a CCAA  proceeding,  or became the subject of an insolvency or
liquidation  proceeding  under the  Bankruptcy  and Insolvency Act (Canada) or
enforcement  proceedings by the pledgee,  issues may arise in connection  with
any  transfer or  attempted  transfer  of shares of the Class B Common  Stock.
Under the terms of the Company's Certificate of Incorporation,  such transfers
may  constitute  a  non-permitted  transfer.  In the event of a  non-permitted
transfer,  the Class B Common Stock would  automatically  convert into Class A
Common  Stock as a result of which the  controlling  voting  rights  currently
assigned to the Class B Common Stock would be eliminated. However, this result
might  be   challenged   in  court  by  Hollinger   Inc.  or  its   insolvency
representatives  and therefore may have an impact on the future control of the
Company.

     SHAREHOLDER RIGHTS PLAN

     On February 27, 2004, the Company paid a dividend of one preferred  share
purchase  right (a "Right") for each share of Class A Common Stock and Class B
Common Stock held of record at the close of business on February 5, 2004. Each
Right,  if and when  exercisable,  entitles  its holder to  purchase  from the
Company one one-thousandth of a share of a new series of preferred stock at an
exercise price of $50.00.

     The  Shareholder  Rights  Plan  ("SRP")  provides  that the  Rights  will
separate  from the Class A Common  Stock and Class B Common  Stock and  become
exercisable  only if a person  or group  beneficially  acquires,  directly  or
indirectly,  20% or more of the  outstanding  stockholder  voting power of the
Company  without the approval of the  Company's  directors,  or if a person or
group  announces a tender  offer  which if  consummated  would  result in such
person or group  beneficially  owning 20% or more of such  voting  power.  The
Company  may  redeem  the Rights at $0.001 per Right or amend the terms of the
plan at any time prior to the separation of the Rights from the Class A Common
Stock and Class B Common Stock.

     Under most circumstances involving an acquisition by a person or group of
20% or more of the  stockholder  voting power of the Company,  each Right will
entitle its holder  (other than such person or group),  in lieu of  purchasing
preferred  stock,  the right to purchase shares of Class A Common Stock of the
Company at a 50% discount to the current per share market price.  In addition,
in the event of certain business  combinations  following such an acquisition,
each Right will entitle its holder to purchase the common stock of an acquirer
of the  Company  at a 50%  discount  from the market  value of the  acquirer's
stock.

     Black and each of his controlled  affiliates,  including  Hollinger Inc.,
are considered  "exempt  stockholders"  under the terms of the SRP. This means
that so long as  Black  and his  controlled  affiliates  do not  collectively,
directly or indirectly,  increase the number of shares of Class A Common Stock
and  Class B Common  Stock  above  the  level  owned by them  when the SRP was
adopted, their ownership will not cause the Rights to separate from the Common
Stock.  This exclusion would not apply to any person or group to whom Black or
one of his affiliates transfers ownership,  whether directly or indirectly, of
any of the Company's shares.  Consequently,  the Rights may become exercisable
if Black  transfers  sufficient  voting power to an  unaffiliated  third party
through a sale of  interests  in the  Company,  Hollinger  Inc.,  Ravelston or
another  affiliate.  As a result of the filing on April 22, 2005 by  Ravelston
and RMI,  seeking court  protection  under  Canadian  insolvency  laws and the
appointment  of a  court-appointed  receiver for Ravelston and RMI, on May 10,
2005, the CRC amended the SRP to include the receiver, RSM Richter Inc., as an
"exempt  stockholder"  for purposes of the SRP. The SRP amendment  allowed for
the  appointment  of the  Receiver,  but not the sale by the  Receiver  of the
Ravelston Entities' controlling stake in Hollinger Inc. to a third party.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The following is a description of certain relationships and related party
transactions  since  January 1, 2005.  In August 2004,  the Special  Committee
filed its report with the U.S.  District  Court for the  Northern  District of
Illinois  (the  "Report").  The Report  sets out the scope and  results of its
investigation  into  certain  relationships  and  related  party  transactions
involving  certain former  executive  officers and certain former directors of
the  Company.   The  following  discussion  does  not  purport  to  cover  all
relationships  and  related  party  transactions  that the  Special  Committee
investigated  and  reported  upon,  and only  covers  information  relating to
related party transactions entered into or certain  relationships that existed
in or after 2005.  Certain  amounts may differ from amounts used in the Report
due to differences in exchange rates.

     As noted under "Legal  Proceedings,"  most of the findings of the Special
Committee  set forth in the Report are the subject of ongoing  litigation  and
are being  disputed  by the  former  executive  officers  and  certain  former
directors of the Company who are the subject of the Report.


                                      16
<PAGE>

     MANAGEMENT SERVICES AGREEMENTS

     See "Legal  Proceedings -- OVERVIEW OF  INVESTIGATION  OF CERTAIN RELATED
PARTY TRANSACTIONS" above with respect to the management services agreements.

     LOAN TO SUBSIDIARY OF HOLLINGER INC.

     The Company extended a loan to a subsidiary of Hollinger Inc. on July 11,
2000 in the amount of $36.8 million. The loan was originally payable on demand
but on March 10, 2003,  the due date for  repayment was extended to no earlier
than March 1, 2011. On March 10, 2003,  the Company  calculated  the principal
amount  and  interest  outstanding  under  this  loan  as  $46.2  million.  In
conjunction  with the closing of the offering of 11 7/8% Senior  Secured Notes
due 2011 by Hollinger  Inc.,  Hollinger  Inc. and the Company  agreed to amend
this loan as follows:

     o    $25.8  million  of  the  loan  was  repaid  by  the  Hollinger  Inc.
subsidiary by  application of amounts due to it with respect to the repurchase
of  shares  of Class A Common  Stock  and  redemption  of  shares  of Series E
Preferred Stock by the Company; and

     o    The  remaining   indebtedness  of  $20.4  million  under  the  loan,
according to the Company's then incorrect  calculation,  was  subordinated  in
right of payment to the Hollinger  Inc. 11 7/8% Senior Secured Notes and bears
interest at a rate of 14.25% if paid in cash and 16.5% if paid in kind.

     The loan  referred  to above  is  guaranteed  by  Ravelston.  See  "Legal
Proceedings  --  RECEIVERSHIP  AND CCAA  PROCEEDINGS  IN CANADA  INVOLVING THE
RAVELSTON  ENTITIES"  above. The Company has sued Hollinger Inc. and Ravelston
seeking to rescind the loan  entirely and have it repaid in full.  The Company
claims that Black, Radler, Boultbee and Hollinger Inc. and its subsidiary made
material  misrepresentations  to the Audit  Committee  in order to obtain  its
approval for the loan in July 2000 and, therefore,  the Company is entitled to
rescind the loan.  The Company  seeks  repayment  of the entire loan  balance,
properly  calculated and without regard to the alleged  unauthorized  interest
rate reduction.  See "Legal  Proceedings -- LITIGATION  INVOLVING  CONTROLLING
STOCKHOLDER, SENIOR MANAGEMENT AND DIRECTORS" above.

     SPECIAL COMMITTEE COSTS; ADVANCEMENT OF LEGAL FEES

     During 2005,  the Company  incurred  expenses of $13.6  million (net of a
$30.3 million  recovery  resulting  from a settlement  with Torys LLP,  former
outside  counsel to the Company and $2.1  million in  recoveries  of incentive
payments  to  Black)  in  connection  with  the  Company's  Special  Committee
investigation and related litigation.  Included in the $13.6 million are legal
fees  and  other   professional   fees   related  to  the  Special   Committee
investigation  and related  litigation and legal fees of  approximately  $23.4
million  advanced by the Company on behalf of current and former directors and
officers.  Included  in the  costs  related  to or  arising  from the  Special
Committee's  work are the legal  costs and  other  professional  fees that the
Company has incurred in the amount of $3.6 million for the year ended December
31, 2005. These legal and other  professional fees are primarily  comprised of
costs to defend the Company in  litigation  that has arisen as a result of the
issues the Special Committee has  investigated,  including costs to defend the
counterclaims of Hollinger Inc. and Black in the Delaware litigation.

     The  following  legal fees have been  advanced on behalf of directors and
executive  officers who served as such in fiscal year 2005: Black  $4,320,420;
Amiel Black  $857,235;  Burt $692,538;  Colson  $552,308;  Kissinger  $56,579;
Meitar $159,920; Perle $4,655,491 and Thompson $173,339.


     RELEASE AND SETTLEMENT AGREEMENT WITH ATKINSON

     See "Legal  Proceedings -- OVERVIEW OF  INVESTIGATION  OF CERTAIN RELATED
PARTY TRANSACTIONS",  "-- STOCKHOLDER DERIVATIVE  LITIGATION",  "-- LITIGATION
INVOLVING  CONTROLLING  STOCKHOLDER,  SENIOR  MANAGEMENT  DIRECTORS"  and  "--
SPECIAL  COMMITTEE  COSTS;  ADVANCEMENT OF LEGAL FEES" above, and " CONSULTING
AGREEMENT WITH ATKINSON" below.

     CONSULTING AGREEMENT WITH ATKINSON

     The Company  entered into  consulting  agreements with Atkinson under the
terms of which Atkinson was engaged to assist the Chief  Executive  Officer of
the Company with respect to the Company's  ongoing  relationship  with CanWest
and to perform  such other  functions  and tasks as assigned by the CEO of the
Company from time to time. During the term of the first agreement, the Company
agreed  to pay  Atkinson  $30,000  per  month for  services  rendered  through
February  28,  2005  and  permit  continued  vesting  during  the  term of the
agreement of any unvested stock options  previously granted to Atkinson by the
Company that would have vested during such term but for Atkinson's resignation
from the  Company  on April 27,  2004.  The  Company  also  agreed to  provide
Atkinson  with  suitable   office  space  and   appropriate   secretarial  and
administrative  assistance at the  Company's  expense and to reimburse him for
reasonable travel and other expenses approved in advance by the Company during
the term of the agreement.  On February 23, 2005,  the Company  entered into a
second  consulting  agreement  with Atkinson  effective  from March 1, 2005 to
September 30, 2005, which has

                                      17
<PAGE>

now  expired.  The  Company  paid  Atkinson  an hourly  rate of  Cdn.$350  and
reimbursed him for reasonable travel and other expenses approved in advance by
the Company.  During the duration of this contract,  the Company paid Atkinson
$18,865.

     SETTLEMENT AGREEMENT WITH CERTAIN FORMER AND CURRENT INDEPENDENT DIRECTORS

     See "Legal  Proceedings --  STOCKHOLDER  DERIVATIVE  LITIGATION"  and "--
HOLLINGER INC. V. AMERICAN HOME ASSURANCE  COMPANY AND CHUBB INSURANCE COMPANY
OF CANADA" above.

     AGREEMENT WITH RSM RICHTER INC.

     On May 12, 2005, the Company entered into an agreement with the Receiver,
pursuant  to which the  Company  agreed  to amend  the SRP and to  permit  the
Receiver to take  possession and control of Hollinger Inc. shares owned by the
Ravelston Entities without  triggering the SRP. In the agreement,  the Company
also agreed not to oppose any relief  which the Receiver may seek from certain
cease trade orders  imposed by the OSC  affecting the  Hollinger  Inc.  shares
controlled by the Ravelston Entities in order to allow the Receiver to realize
on a limited amount of Hollinger Inc. shares in order to fund the costs of the
receivership.  Under the agreement,  the Receiver has agreed not to oppose any
orders required to permit an action brought by the Company  against  Ravelston
and RMI in the U.S.  District  Court for the Northern  District of Illinois to
continue.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

     On  an  ongoing  basis,  management  defines  and  communicates  specific
projects for which the advance  approval of the Audit  Committee is requested.
The Audit  Committee  reviews  these  requests  and advises  management  if it
approves the  engagement of KPMG LLP. The categories of service that the Audit
Committee pre-approves are as follows:

     AUDIT SERVICES.  Audit services include work performed in connection with
the audit of the consolidated  financial  statements,  as well as work that is
normally  provided by the  independent  registered  public  accounting firm in
connection with statutory and regulatory filings or engagements.

     AUDIT  RELATED  SERVICES.  These  services are for  assurance and related
services that are traditionally performed by the independent registered public
accounting  firm and that are  reasonably  related  to the work  performed  in
connection  with the audit  including  due  diligence  related to mergers  and
acquisitions,  employee  benefit  plan audits and audits of  subsidiaries  and
affiliates.

     TAX SERVICES.  These services are related to tax  compliance,  tax advice
and tax  planning.  These  services  may be  provided  in  relation to Company
strategies as a whole or be transaction specific.

     OTHER SERVICES.  These services include all other  permissible  non-audit
services provided by the independent registered public accounting firm and are
pre-approved on an engagement-by-engagement basis.

     The Audit Committee has delegated  pre-approval authority to the chairman
of the Audit Committee. The chairman must report any pre-approval decisions to
the Audit  Committee at its next  scheduled  meeting for approval by the Audit
Committee as a whole. The following table presents fees for professional audit
services  rendered  by KPMG LLP for the  audit of the  Company's  consolidated
financial  statements  for 2005 and 2004,  and fees billed for other  services
rendered by KPMG LLP during 2005 and 2004.

<TABLE>
<CAPTION>
                                                             2005             2004
<S>                                                   <C>             <C>
      Audit fees(1)................................   $   4,806,955   $    4,565,098
      Audit-related fees(2)........................         193,220          442,176
      Total audit and audit-related fees...........       5,000,175        5,007,274
      Tax fees(3)..................................       1,886,701        3,897,929
      All other fees(4)............................              --          801,155
      Total fees...................................   $   6,886,876   $    9,706,358
                                                      =============   ==============
</TABLE>

---------------
(1)  Audit fees for 2005 and 2004 include fees for the annual audit, quarterly
     reviews,  and statutory audits.  The amount for 2005 represents a current
     estimate of overall fees, which have not yet been fully billed.
(2)  Audit-related  fees  consist of fees for  employee  benefit  plan audits,
     assistance  with  the  CanWest  arbitration,   due  diligence  procedures
     performed and accounting advice with respect to dispositions.
(3)  Tax  fees  consist  of  fees  for  tax  compliance,  federal,  state  and
     international tax planning and transaction assistance.


                                      18
<PAGE>

(4)  All other fees consist of billings related to responding to subpoenas.

     No portion of the  services  described  above were  approved by the Audit
Committee pursuant to the DE MINIMIS exception to the pre-approval requirement
provided by Section 2-01(c)(7)(i)(c) of Regulation S-X of the Exchange Act.




                                      19
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of Section 13 or 15(d) of the  Securities
Exchange Act of 1934,  the  registrant  has duly caused this Form 10-K/A to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                            HOLLINGER INTERNATIONAL INC.
                                            (Registrant)


                                            By: /s/ Gordon A. Paris
                                                ---------------------------
                                                Gordon A. Paris
                                                CHAIRMAN AND PRESIDENT AND
                                                CHIEF EXECUTIVE OFFICER


Date: May 1, 2006



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