HOLLINGER INTERNATIONAL INC
AMENDED AND RESTATED DEFERRED STOCK UNIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>11
<FILENAME>c03310exv10w21.txt
<DESCRIPTION>AMENDED AND RESTATED DEFERRED STOCK UNIT AGREEMENT
<TEXT>
<PAGE>

                                                                   Exhibit 10.21

                              AMENDED AND RESTATED
                          DEFERRED STOCK UNIT AGREEMENT

          THIS AMENDED AND RESTATED DEFERRED STOCK UNIT AGREEMENT (the
"Agreement") is made as of January 19, 2006 between HOLLINGER INTERNATIONAL
INC., a Delaware corporation (the "Company"), and GORDON A. PARIS (the
"Participant").

                                   WITNESSETH:

          WHEREAS, on November 16, 2003, the Company and the Participant entered
into a Deferred Stock Unit Agreement (the "Prior Agreement"); and

          WHEREAS, this Agreement amends and restates the Prior Agreement in its
entirety;

          NOW THEREFORE, in consideration of these premises, the parties hereto
agree as follows:

          1. Grants. Pursuant to the Prior Agreement, the Company granted to the
Participant Sixty Eight Thousand, Four Hundred Ninety Four (68,494) Deferred
Stock Units on November 16, 2003 (the "2003 Grant"), Sixty Eight Thousand, Four
Hundred Ninety Four (68,494) Deferred Stock Units on November 16, 2004 (the
"2004 Grant") and Eight Thousand, Four Hundred Forty Five (8,445) Deferred Stock
Units on November 16, 2005 (the "2005 Grant"). Each Deferred Stock Unit was
granted under the Company's 1999 Stock Incentive Plan and is fully vested and
nonforfeitable as of the date of grant.

          2. Settlement of Deferred Stock Units: Deferral.

               (a) Upon settlement of the Deferred Stock Units, the Company
shall transfer to the Participant one share of Common Stock for each Deferred
Stock Unit held by Participant on the date of settlement. Deferred Stock Units
shall be settled automatically and without further action by Participant or the
Company upon the earliest to occur of the following:

                    (i) The Participant's resignation from the Company or the
     termination of his employment by the Company for any reason whatsoever;
     provided, that in the case of the 2005 Grant only, if the Participant is
     deemed to be a "specified employee" within the meaning of Section
     409A(a)(2)(B)(i) of the Internal Revenue Code of 12986, as amended (the
     "Code"), the Deferred Stock Units shall not be settled until the date that
     is six (6) months after the date of the Participant's "separation from
     service" (as defined in Section 409A of the Code and any Treasury
     Regulations promulgated thereunder) or, if earlier, the Participant's date
     of death or the "Settlement Date" (as defined below);

                    (ii) The date falling one business day before the date of
     any Change of Control. As used herein, the term "Change of Control" shall

<PAGE>

     mean the following: (i) any Person (as that term is defined in Section 2(2)
     of the Securities Act of 1933 and Section 13(d) of the Securities Exchange
     Act of 1934, as amended from time to time) acquires or otherwise becomes
     the owner of voting stock of the Company which, together with all other
     voting stock of the Company then owned or controlled by such Person,
     represents fifty percent (50%) or more of the then issued and outstanding
     voting stock of the Company, or (ii) the composition of the Company's Board
     of Directors is comprised of individuals who are neither incumbent members
     nor nominated or appointed by a majority of such incumbent members or their
     nominees; provided, that, in the case of the 2005 Grant only, "Change of
     Control" shall mean a change in the ownership or effective control of the
     Company or in the ownership of a substantial portion of the assets of the
     Company within the meaning of Section 409A of the Code;

                    (iii) The Participant's death; or

                    (iv) With respect to the 2005 Grant only, January 2, 2007
     (the "Settlement Date").

               (b) Notwithstanding Section 2(a)(i), with respect to the 2003
Grant and the 2004 Grant only, the Participant may defer the receipt of shares
otherwise payable on the settlement date to the earlier of a future date certain
or the events specified in Sections 2(a)(ii) and 2(a)(iii) hereof. Such election
to defer by the Participant must be made in accordance with the rules and
procedures established by the Committee, and shall be made by delivery to the
Company of a written notice of deferral.

          3. Tax Withholding. This Agreement is subject to all applicable
Federal, state and local withholding taxes. The Participant may pay such
withholding taxes in cash, in shares of Common Stock having a market value equal
to the amount of such taxes, by having the Company withhold shares of Common
Stock otherwise transferable to the Participant, or in any combination thereof.
To the extent provided by the Committee, the Market Value of shares of Common
Stock withheld, or shares that have been held by the Participant less than six
months that are tendered in payment of withholding, cannot exceed the minimum
tax withholding required by law. No shares of Common Stock shall be transferred
to the Participant hereunder until such time as all applicable withholding taxes
have been satisfied.

          4. Rights Not Conferred. Nothing in this Agreement shall confer upon
the Participant any right with respect to continued employment by the Company or
any affiliate or interfere in any way with the right of the Company to terminate
the employment of the participant at any time. The Participant shall have none
of the rights of a stockholder with respect to the Deferred Stock Units until
such time as the shares of Common Stock are delivered to the Participant in
settlement thereof.

          5. Agreement Not Assignable. This Agreement and the Deferred Stock
Units awarded hereunder are not transferable or assignable by the Participant;


                                        2

<PAGE>

provided that no provision herein shall prevent the designation of a Beneficiary
for the Deferred Stock Units in the event of the Participant's death.

          6. Adjustments. If and to the extent that the number of outstanding
shares of Common Stock shall be increased or reduced in the event of a
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation, or any other change in the corporate
structure of the Company, the number and kinds of shares subject to the Deferred
Stock Units awarded hereunder shall be proportionately adjusted by the
Committee, whose determination shall be conclusive.

          7. Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Delaware.

          8. Binding Effect. This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereto. This Agreement
supersedes the Prior Agreement in its entirety.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.


                                        ----------------------------------------
                                        Gordon A. Paris

                                        HOLLINGER INTERNATIONAL INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        3
</TEXT>
</DOCUMENT>
