<PAGE>

                                                                     EXHIBIT 3.1

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          HOLLINGER INTERNATIONAL INC.

         FIRST. The name of the corporation is Hollinger International Inc. (the
"Corporation"). The name under which the Corporation was originally incorporated
is Hollinger U.S. Holdings, Inc. The Corporation's original Certificate of
Incorporation was filed with the Secretary of State of the State of Delaware on
December 28, 1990.

         SECOND. The Corporation previously amended and restated its Certificate
of Incorporation on May 10, 1994 (as then amended and restated, the "Original
Restated Certificate of Incorporation").

         THIRD. This Restated Certificate of Incorporation was duly adopted by
the Board of Directors of the Corporation (the "Board") in accordance with the
provisions of Section 245 of the General Corporation Law of the State of
Delaware and only restates and integrates and does not further amend the
provisions of the Original Restated Certificate of Incorporation as heretofore
amended or supplemented. There is no discrepancy between those provisions and
the provisions of this Restated Certificate of Incorporation.

         FOURTH. The Original Restated Certificate of Incorporation, as
heretofore amended and supplemented, is hereby restated to read in full as
follows:

                                    ARTICLE I

         The name of the Corporation is Hollinger International Inc.

                                   ARTICLE II

         The address of the registered office of the Corporation in the State of
Delaware is 2711 Centerville Road, Suite 400, City of Wilmington 19808, County
of New Castle, and the name of its registered agent at such address is
Corporation Service Company.

                                   ARTICLE III

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the general Corporation
Law of the State of Delaware.

                                   ARTICLE IV

         A. Authorized Capitalization. The total number of all shares of capital
stock which the Corporation shall have the authority to issue is 320,000,000
shares consisting of: (1) 250,000,000 shares of Class A Common Stock, with a par
value

<PAGE>

                                        2

of $.01 per share; (2) 50,000,000 shares of Class B Common Stock, with a par
value of $.01 per share; and (3) 20,000,000 shares of Preferred Stock, with a
par value of $.01 per share. The number of authorized shares of Class A Common
Stock or Class B Common Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) if the increase or decrease is
approved by the holders of a majority of the voting power of all of the then
outstanding shares of stock entitled to vote in any general election of
directors, voting together as a single class but without the separate vote of
the holders of any other class of stock. Attached to this Restated Certificate
of Incorporation as Exhibits 1 and 2, respectively, are the Certificate of
Designations of the Corporation's Series Z Preferred, as filed on February 27,
2004, and the Certificate of Correction of Certificate of Designation of the
Corporation's Series Z Preferred Stock, as filed on May 28, 2004.

         B. Preferred Stock. The Corporation's Board of Directors is hereby
expressly authorized to provide by resolution or resolutions from time to time
for the issue of the Preferred Stock in one or more series, the shares of each
of which series may have such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereon, as shall be permitted under the General Corporation Law of the State of
Delaware and as shall be stated in the resolution or resolutions providing for
the issue of such stock adopted by the Board of Directors pursuant to the
authority expressly vested in the Board of Directors hereby.

         C. Common Stock.

                  (1) Voting. Except as otherwise required by the General
Corporation Law of the State of Delaware or this paragraph C(1), the holders of
shares of Class A Common Stock shall vote together with the holders of shares of
Class B Common Stock as a single class, provided that on all matters that may be
submitted to a vote of the stockholders (a) the holders of Class A Common Stock
shall have one vote for each share of Class A Common Stock and (b) the holders
of Class B Common Stock shall have ten votes for each share of Class B Common
Stock.

                  (2) Dividends. Subject to the limitations imposed by the
General Corporation Law of the State of Delaware, the Board of Directors of the
Corporation may declare a dividend on (a) the Class A Common Stock provided that
a concurrent and equivalent dividend is declared on the Class B Common Stock and
(b) the Class B Common Stock provided that a concurrent and equivalent dividend
is declared on the Class A Common Stock. Dividends payable in shares of Class A
Common Stock may be paid only on shares of Class A Common Stock and dividends
payable in Class B Common Stock may be paid only on shares of Class B Common
Stock. If a dividend payable in Class A Common Stock is made on the Class A
Common Stock, the Corporation must also make a simultaneous and proportionate
dividend on the Class B Common Stock in shares of the Class B Common Stock. If a
dividend payable in Class B Common Stock is made on Class B Common Stock, the
Corporation must also make a

<PAGE>

                                        3

simultaneous and proportionate dividend on the Class A Common Stock in shares of
Class A Common Stock.

                  (3) Liquidation. Except as otherwise required by any series of
Preferred Stock designated by the Board of Directors, in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, after distribution in full of the preferential amounts to be
distributed to the holders of any series of Preferred Stock, the remaining
assets of the Corporation shall be distributed ratably among the holders of the
Class A Common Stock and the holders of the Class B Common Stock in proportion
to the number of shares of Class A Common Stock and Class B Common Stock held by
each holder.

         D. Common Stock Combinations and Subdivisions. The Class A Common Stock
shall not be combined or subdivided unless at the same time there is a
proportionate combination or subdivision of the Class B Common Stock. If the
Class B Common Stock is combined or subdivided, a proportionate combination or
subdivision of the Class A Common Stock shall be made at the same time.

         E. Conversion of Class B Common Stock.

                  (1) Optional Conversion.

                  (a) Each holder of record of Class B Common Stock may, in such
holder's sole discretion and at such holder's option, convert any whole number
or all of such holder's shares of Class B Common Stock into fully paid and
nonassessable shares of Class A Common Stock at the ratio (subject to adjustment
as hereinafter provided) of one share of Class A Common Stock for each share of
Class B Common Stock surrendered by the holder for conversion. Any such
conversion may be effected by a holder of Class B Common Stock upon the
surrender of the certificate or certificates representing the shares of Class B
Common Stock to be converted, duly endorsed or assigned in blank, at the
principal executive office of the Corporation or the office of any transfer
agent for the Class B Common Stock, accompanied by a written notice to the
Corporation that the holder elects to convert all or a specified number of
shares of Class B Common Stock and stating the name or names (with addresses) in
which the certificate or certificates for such shares of Class A Common Stock
are to be issued. Promptly thereafter, the Corporation shall deliver to such
holder a certificate or certificates for the number of shares of Class A Common
Stock to which the holder is entitled under the terms of this paragraph E(1).
Such conversion shall be deemed to have been made at the close of business on
the date of surrender and the person or persons entitled to receive the shares
of Class A Common Stock issuable on any conversion shall be treated for all
purposes as the record holder or holders of such shares of Class A Common Stock
on that date.

                  (b) The number of shares of Class A Common Stock into which
the shares of Class B Common stock may be converted shall be subject to
adjustment from time to time in the event of any capital reorganization,
reclassification of stock of the Corporation, consolidation or merger of the
Corporation with or into another

<PAGE>
                                       4

corporation, or sale or conveyance of all or substantially all of the assets of
the Corporation to another corporation or other entity or person. Each share of
Class B Common Stock shall thereafter be convertible into such kind and amount
of securities or other assets, or both, as are issuable or distributable in
respect of the number of shares of Class A Common Stock into which each share of
Class B Common Stock might have been converted immediately prior to such
reorganization, reclassification, consolidation, merger, sale or conveyance.

                  (2) Transferability and Convertibility of Class B Common
Stock.

                  (a) If a share of Class B Common Stock held (i) by Hollinger
Inc. or any Subsidiary (as defined below) or Affiliate (as defined below) of
Hollinger Inc. is to be sold, transferred or disposed of to a third party which
is not a Subsidiary or Affiliate of Hollinger Inc. other than in a Permitted
Transaction (as defined below), or (ii) by any Permitted Transferee (as defined
below) of Hollinger Inc. or any Subsidiary or Affiliate of such Permitted
Transferee is to be sold, transferred or disposed of to a third party which is
not a Subsidiary or Affiliate of such Permitted Transferee other than in a
Permitted Transaction, each such share of Class B Common Stock shall be
converted automatically into one fully paid and nonassessable share of Class A
Common Stock immediately prior to the date and time of transfer to such third
party.

                  (b) Notwithstanding anything to the contrary set forth herein,
any holder of Class B Common Stock may pledge his or its shares of Class B
Common Stock to a pledgee pursuant to a bona fide pledge of such shares as
collateral security for indebtedness due to the pledgee, provided that such
shares shall not be transferred to or registered in the name of the pledgee and
shall remain subject to the provisions of this paragraph E(2). In such event the
pledged shares shall not be converted automatically into Class A Common Stock;
provided, however, that any such pledged shares of Class B Common Stock that
became subject to any foreclosure, realization or other similar action by the
pledgee may only be transferred to a Permitted Transferee of the pledgor or
shall otherwise be converted automatically into shares of Class A Common Stock.

                  (c) Upon the conversion of each such share of Class B Common
Stock into Class A Common Stock immediately prior to the date and time of
transfer to a third party in circumstances described in subparagraph (a) above
(a "Conversion Date"), the holder of the certificate or certificates evidencing
the Class B Common Stock so converted shall deliver to office of the transfer
agent for the Class B Common Stock, the certificate or certificates for the
converted shares, duly endorsed or assigned in blank, accompanied by written
notice stating the name or names (with addresses) in which the certificate or
certificates for shares of Class A Common Stock are to be issued and the
Corporation shall issue and deliver to such holder the certificate or
certificates for the number of shares of Class A Common Stock to which the
holder is entitled under the terms of this paragraph E(2). The person in whose
name the certificate or certificates for Class A Common Stock are to be issued
shall be deemed to have become a stockholder of record on the applicable
Conversion Date unless the transfer books of the Corporation are closed on that
date, in which event he shall be deemed to

<PAGE>
                                       5

have become a stockholder of record on the next succeeding date on which the
transfer books are open, but the number of shares of Class A Common Stock into
which a share of Class B Common Stock shall be converted shall be calculated on
the Conversion Date.

                  (d) For purposes of this paragraph E(2), the following terms
shall have the meanings set forth below:

                           (i) "Affiliate" of Hollinger Inc. or a Permitted
Transferee shall mean any person directly or indirectly controlling or
controlled by or under direct or indirect control of or with, Hollinger Inc., or
such Permitted Transferee, as the case may be; provided, however, that for the
purposes of this paragraph E(2), (A) Hollinger Inc. shall not be deemed to be an
affiliate of the Company, and (B) the surviving, continuing or resulting
corporation or entity in any merger, amalgamation, consolidation or other
business combination involving Hollinger Inc. or any Permitted Transferee shall
be deemed to be an "Affiliate" of Hollinger Inc. or the Permitted Transferee, as
the case may be. "Control," "controlling" and "controlled" shall mean the power,
direct or indirect, of Hollinger Inc. or a Permitted Transferee, or any person
directly or indirectly controlling or controlled by or under direct or indirect
control of or with Hollinger Inc. or such Permitted Transferee, as the case may
be, to direct the business and affairs of another generally whether by share
ownership, agreement or otherwise.

                           (ii) "Offer" shall mean a bona fide tender offer made
by a third party (which is not a Subsidiary or Affiliate of Hollinger Inc.) for
all of the outstanding shares of Class A Common Stock which bona fide tender
offer is subject to or otherwise shall comply with the requirements of Sections
14 (d) and 14(e) of the Securities Exchange Act of 1934, as amended and the
regulations promulgated thereunder.

                           (iii) "Permitted Transaction" shall mean a
transaction with respect to the Class B Common Stock between Hollinger Inc. or a
subsequent Permitted Transferee, or a Subsidiary or Affiliate of Hollinger Inc.
or a subsequent Permitted Transferee, and a third party (other than a Subsidiary
or Affiliate of Hollinger Inc. or a subsequent Permitted Transferee) in which or
as part of which such third party purchaser or transferee makes an offer to
purchase all of the outstanding shares of Class A Common Stock from the holders
thereof for an amount in cash or other consideration (but only if such
consideration is also the applicable consideration being offered to the record
holder of the Class B Common Stock) equal to the amount per share to be received
by the record holder of Class B Common Stock in a manner which complies with
applicable securities and other laws, and such Offer is consummated
simultaneously with the consummation of the Permitted Transaction between
Hollinger Inc. or a subsequent Permitted Transferee, or a Subsidiary or
Affiliate of Hollinger Inc. or a subsequent Permitted Transferee, and such third
party.

                           (iv) "Permitted Transferee" shall mean any third
party purchaser or transferee of the Class B Common Stock who purchases or
obtains the Class B Common Stock in a Permitted Transaction.

<PAGE>
                                       6

                           (v) "Subsidiary" shall mean any corporation,
partnership, person or other entity of which more than 50% of the voting power
of the capital stock of such corporation, partnership, person or entity is held
directly or indirectly by Hollinger Inc. or a Permitted Transferee.

                  (3) Reservation of Shares. The Corporation shall, at all
times, reserve and keep available out of the authorized and unissued shares of
Class A Common Stock, solely for the purpose of effecting the conversion of the
outstanding Class B Common Stock, such number of shares of Class A Common Stock
as shall from time to time be sufficient to effect the conversion of all
outstanding Class B Common Stock. If, at any time, the number of authorized and
unissued shares of Class A Common Stock shall not be sufficient to effect such
conversion, the Corporation shall take such corporate action as may be necessary
to increase the number of authorized and unissued shares of Class A Common Stock
to such number as shall be sufficient for such purposes.

                  (4) Reclassification and Recapitalization. Upon the effective
date of the Original Restated Certificate of Incorporation, each issued share of
the capital stock of the Corporation theretofore designated as "Common Stock,"
par value $1.00 per share, shall, without any action on the part of the holder
thereof, be reclassified and changed so that the designation thereof shall be
changed from "Common Stock" to "Class B Common Stock," par value $.01 per share,
and the Corporation shall be recapitalized so that the outstanding shares of
such class of stock, together with $44.5 million in intercompany indebtedness
owed by the Corporation to Hollinger Inc. and the interest of Hollinger Inc. in
The Palestine Post Limited, shall be converted into and represent 14,990,000
shares of Class B Common Stock as redesignated, with each share of Class B
Common Stock having a par value of $.01 per share.

                                    ARTICLE V

         The period of existence of the Corporation shall be perpetual.

                                   ARTICLE VI

         In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the By-laws of the Corporation.

                                   ARTICLE VII

         Meetings of stockholders may be held within or without the State of
Delaware as the By-laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-laws of the Corporation. Elections of directors
need not be by written ballot unless the By-laws of the Corporation shall so
provide.

<PAGE>
                                       7

                                  ARTICLE VIII

         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Restated Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                                   ARTICLE IX

                  (a) The personal liability of the directors of the Corporation
is hereby eliminated to the fullest extent permitted by Section 102(b)(7) of the
General Corporation Law of the State of Delaware, as the same may be amended and
supplemented. Without limiting the generality of the foregoing, no director
shall be personally liable to the Corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.

                  (b) The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists or may
hereafter be amended, any person who was or is made or is threatened to be made
a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust, enterprise or
non-profit entity, including service with respect to employee benefit plans,
against all liability and loss suffered and expenses reasonably incurred by such
person. The Corporation shall be required to indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Corporation. The rights to indemnification and
advancement of expenses conferred by this Article shall be presumed to have been
relied upon by directors and officers of the Corporation in serving or
continuing to serve the Corporation and shall be enforceable as contract rights.
Said rights shall not be exclusive of any other rights to which those seeking
indemnification may otherwise be entitled. The Corporation may enter into
contracts to provide such persons with specific rights to indemnification, which
contracts may confer rights and protections to the maximum extent permitted by
the Delaware General Corporation Law. The Corporation may create trust funds,
grant security interests, obtain letters of credit, or use other means to ensure
payment of such amounts as may be necessary to perform the obligations provided
for in this Article or in any such contract.

                  (c) Any repeal or modification of this Article IX by the
stockholders of the Corporation shall not adversely affect any right or
protection of a

<PAGE>
                                       8

director of the Corporation existing at the time of such repeal or modification
with respect to acts or omissions occurring prior to such repeal or
modification.\

         IN WITNESS WHEREOF, Hollinger International Inc. has caused this
Restated Certificate of Incorporation to be signed and attested this 30th
day of December, 2004.

                                           HOLLINGER INTERNATIONAL INC.

                                           By:/s/ Gordon A. Paris
                                              -------------------------
                                              Name: Gordon A. Paris
                                              Title:Interim President &
                                                    Chief Executive Officer
Attest:

/s/ James R. Van Horn
-----------------------
Name: James R. Van Horn
Title:Vice President, General Counsel &
      Secretary

<PAGE>

                                                                       EXHIBIT 1

                           CERTIFICATE OF DESIGNATIONS

                                       OF

                            SERIES Z PREFERRED STOCK

                                       OF

                          HOLLINGER INTERNATIONAL INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

         Hollinger International Inc., a corporation organized and existing
under the General Corporation Law of the State of Delaware (hereinafter called
the "Corporation"), hereby certifies that the following resolution was adopted
by the Corporate Review Committee of the Board of Directors, a duly authorized
committee of the Board vested with full power and authority of the Board (with
certain limited exceptions) under Section 141(c)(2) of the General Corporation
Law (the "Committee") as required by Section 151 of the General Corporation Law
at a meeting duly called and held on January 23, 2004 and continued on January
25, 2004:

         RESOLVED, that pursuant to the authority granted to and vested in the
Committee in accordance with the provisions of the Restated Certificate of
Incorporation of the Corporation, resolutions passed by the Board of Directors
of the Corporation and Delaware law, the Committee hereby creates a series of
Preferred Stock, par value $0.01 per share, of the Corporation, and hereby
states the designation and number of shares, and fixes the relative rights,
preferences, and limitations thereof (in addition to the provisions set forth in
the Restated Certificate of Incorporation which are applicable to the Preferred
Stock of all classes and series) as follows:

         SECTION 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series Z Preferred Stock" (the "Series Z Preferred Stock") and
the number of shares constituting the Series Z Preferred Stock shall be 100,000.
Such number of shares may be increased or decreased by resolution of the
Committee; provided, that no decrease shall reduce the number of shares of
Series Z Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights and warrants and upon the conversion of any
outstanding securities issued by the Corporation convertible into Series Z
Preferred Stock.

         SECTION 2. DIVIDENDS AND DISTRIBUTIONS.

                  (A) Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and superior to
the Series Z Preferred Stock with respect to dividends, the holders of shares of
Series Z Preferred
<PAGE>

         SECTION 3. VOTING RIGHTS. The holders of shares of Series Z Preferred
Stock shall have the following voting rights:

                  (A) Subject to the provision for adjustment hereinafter set
forth, each share of Series Z Preferred Stock shall entitle the holder thereof
to 1000 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the number of votes per share to which holders of shares of
Series Z Preferred Stock were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (B) Except as otherwise provided herein, in any other
Certificate of Designations creating a series of Preferred Stock or any similar
stock, or by law, the holders of shares of Series Z Preferred Stock and the
holders of shares of Common Stock and any other capital stock of the Corporation
having general voting rights shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.

                  (C) Except as set forth herein, or as otherwise provided by
law, holders of Series Z Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.

         SECTION 4. CERTAIN RESTRICTIONS.

                  (A) Whenever quarterly dividends or other dividends or
distributions payable on the Series Z Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series Z Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

                           (i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series Z Preferred Stock;

                           (ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series Z
Preferred Stock, except dividends paid ratably on the Series Z Preferred Stock
and all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;

<PAGE>

                           (iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series Z Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series Z Preferred Stock; or

                           (iv) redeem or purchase or otherwise acquire for
consideration any shares of Series Z Preferred Stock, or any shares of stock
ranking on a parity with the Series Z Preferred Stock, except in accordance with
a purchase offer made in writing or by publication (as determined by the
Committee) to all holders of such shares upon such terms as the Committee, after
consideration of the respective annual dividend rates and other relative rights
and preferences of the respective Series Z classes, shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

                  (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

         SECTION 5. REACQUIRED SHARES. Any shares of Series Z Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
subject to the conditions and restrictions on issuance set forth herein, in the
Amended and Restated Certificate of Incorporation of the Corporation, or in any
other Certificate of Designations creating a series of Preferred Stock or any
similar stock or as otherwise required by law.

         SECTION 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any
liquidation, dissolution or winding up of the Corporation (which shall not
include any transaction covered by Section 7), no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series Z Preferred Stock unless,
prior thereto, the holders of shares of Series Z Preferred Stock shall have
received $1000 per share, plus an amount equal to accrued and unpaid dividends
and distributions thereon, whether or not declared, to the date of such payment,
provided that the holders of shares of Series Z Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to the provision for
adjustment set forth in Section 8, equal to 1000 times the aggregate amount to
be distributed per share to holders of shares of Common Stock, or (2) to the
holders of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series Z Preferred Stock,
except distributions made ratably on the Series Z Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up.

<PAGE>

         SECTION 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination, exchange or other transaction
in which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case each
share of Series Z Preferred Stock shall at the same time be similarly exchanged
or changed into an amount per share, subject to the provision for adjustment set
forth in Section 8, equal to 1000 times the aggregate amount of stock,
securities, cash and/or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is changed or exchanged.

         SECTION 8. EFFECT OF COMMON STOCK SPLITS, ETC. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount to which holders of shares of Series Z Preferred Stock were entitled
immediately prior to such event under Sections 2, 6 or 7 shall be adjusted by
multiplying each such amount by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         SECTION 9. NO REDEMPTION. The shares of Series Z Preferred Stock shall
not be redeemable.

         SECTION 10. RANK. The Series Z Preferred Stock shall rank junior to all
other series of Preferred Stock of the Corporation as to the payment of
dividends and as to the distribution of assets upon liquidation, dissolution or
winding up, unless the terms of any such series shall provide otherwise, and
shall rank senior to the Common Stock as to such matters.

         SECTION 11. AMENDMENT. The Amended and Restated Certificate of
Incorporation of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights of the
Series Z Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of at least two-thirds of the outstanding shares of Series Z
Preferred Stock, voting together as a single class.

<PAGE>

         IN WITNESS WHEREOF, this Certificate of Designations is executed on
behalf of the Corporation by its President and Chief Executive Officer and
attested by its Assistant Secretary this 27th day of February 2004.

                                     HOLLINGER INTERNATIONAL INC.

                                     By: /s/ Gordon A. Paris
                                        ----------------------------------------
                                        Name: Gordon A. Paris
                                        Title: President and Chief Executive
                                               Officer

Attest:

/s/ Linda Loye
--------------------------
Name: Linda Loye
Title: Assistant Secretary

<PAGE>

                                                                       EXHIBIT 2

                          CERTIFICATE OF CORRECTION OF

                           Certificate of Designations

                                       of

                          The Series Z Preferred Stock

                                       of

                          Hollinger International Inc.

         Hollinger International Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware.

         DOES HEREBY CERTIFY THAT:

         1. The name of the corporation (hereinafter called the "Corporation")
is Hollinger International Inc.

         2. The Certificate of Designations of the Series Z Preferred Stock of
the Corporation, which was filed by the Secretary of State of Delaware on
February 27, 2004, is hereby corrected, pursuant to Section 103 of the General
Corporation Law of the State of Delaware.

         3. The inaccuracy to be corrected in said instrument is as follows:

         "SECTION 2. DIVIDENDS AND DISTRIBUTIONS.

         (A) Subject to the rights of the holders of any shares of any series of
Preferred Stock (or any similar stock) ranking prior and superior to the Series
Z Preferred Stock with respect to dividends, the holders of shares of Series Z
Preferred"

         4. The portion of the instrument in corrected form is as follows:

         "SECTION 2. DIVIDENDS AND DISTRIBUTIONS.

                  (A) Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and superior to
the Series Z Preferred Stock with respect to dividends, the holders of shares of
Series Z Preferred Stock, in preference to the holders of Class A Common Stock,
par value $0.01 per share (the "Class A Common Stock"), of the Corporation and
the Class B Common Stock, par value $0.01 per share (the "Class B Common Stock")
and together with the Class A Common Stock, the "Common Stock"), and of any
other junior stock, shall be entitled to receive, when, as and if declared by
the Committee out

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of funds legally available for the purpose, quarterly dividends payable in cash
on the first day of March, June, September and December in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series Z Preferred Stock, in an amount per
share (rounded to the nearest cent), subject to the provisions for adjustment
set forth in Section 8 equal to the greater of (a) $10 or (b) subject to the
provision for adjustment hereinafter set forth, 1000 times the aggregate per
share amount of all cash dividends, and 1000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions, other
than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment
Date or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series Z Preferred Stock.

                  (B) If a dividend is declared on the Common Stock, the
Corporation shall declare a dividend or distribution on the Series Z Preferred
Stock as provided in paragraph (A) of this Section immediately after it declares
a dividend or distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $10 per share on the Series Z Preferred Stock shall
nevertheless be declared and shall be payable on such subsequent Quarterly
Dividend Payment Date.

                  (C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series Z Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares, unless the date of
issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series Z Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such dividends shall begin to accrue and be cumulative
from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the shares of Series Z Preferred Stock in
an amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding. The Committee may fix a record
date for the determination of holders of shares of Series Z Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon,
which record date shall be not more than 60 days prior to the date fixed for the
payment thereof."

<PAGE>

         IN WITNESS WHEREOF, said Corporation has caused this certificate to be
signed by Gordon A. Paris, its President and Chief Executive Officer and
attested by Linda Loye, its Assistant Secretary, this 28th day of May, 2004.

                                          HOLLINGER INTERNATIONAL INC.

                                          By: /s/ Gordon A. Paris
                                              ----------------------------------
                                              Name: Gordon A. Paris
                                              Tile: President and Chief
                                                    Executive Officer

Attest:

/s/ Linda Loye
------------------------------
Name: Linda Loye
Title: Assistant Secretary