8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 18, 2008

Argo Group International Holdings, Ltd.

(Exact name of registrant as specified in its charter)

Bermuda	1-15259	98-0214719
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

110 Pitts Bay Road Pembroke HM 08 Bermuda	P.O. Box HM 1282 Hamilton HM FX Bermuda
(Address, Including Zip Code, of Principal Executive Offices)	(Mailing Address)

Registrant’s telephone number, including area code: (441) 296-5858

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01. REGULATION FD DISCLOSURE.

Beginning on June 18, 2008, Argo Group International Holdings, Ltd. (“Argo Group”) made presentations to industry analysts. Those presentations used the PowerPoint presentation materials distributed to such analysts, which materials are attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Note: The information in this report and Exhibit 99.1 attached hereto are furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

FORWARD-LOOKING STATEMENTS

This press release contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are qualified by the inherent risks and uncertainties surrounding future expectations generally and also may materially differ from actual future experience involving any one or more of such statements. For a more detailed discussion of such risks and uncertainties, see Argo Group’s filings with the SEC. The inclusion of a forward-looking statement herein should not be regarded as a representation by Argo Group that Argo Group’s objectives will be achieved. Argo Group undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits:

        99.1 Argo Group International Holdings, Ltd. Presentation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ARGO GROUP INTERNATIONAL HOLDINGS, LTD.
Dated: June 18, 2008	By:	/s/ Jay S. Bullock
		Name:   Jay S. Bullock Title:     Chief Financial Officer

2

EX-99.1

FPKCCW Small and Mid-Cap Bank and Insurance Conference

June 18, 2008

Exhibit

99.1

2.

Forward-Looking Statements

This

presentation

contains

“forward-looking

statements”

which

are

made

pursuant

to

the

safe

harbor

provisions of the Private Securities Litigation Reform Act of 1995.  The forward-looking

statements are based on the Company's current expectations and beliefs concerning future

developments and their potential effects on the Company. There can be no assurance that actual

developments will be those anticipated by the Company. Actual results may differ materially from

those projected as a result of significant risks and uncertainties, including non-receipt of the

expected payments, changes in interest rates, effect of the performance of financial markets on

investment

income

and

fair

values

of

investments,

development

of

claims

and

the

effect

on

loss

reserves, accuracy in projecting loss reserves, the impact of competition and pricing environments,

changes in the demand for the Company's products, the effect of general economic conditions,

adverse state and federal legislation, regulations and regulatory investigations into industry

practices,  developments relating to existing agreements, heightened competition, changes in

pricing  environments, and changes in asset valuations.  The Company undertakes no obligation

to publicly update any forward-looking statements as a result of events or developments

subsequent to the presentation.

3.

The Argo Group Story

The Company

Argo Group is an international specialty underwriter of

property/casualty insurance focused on niche markets

The Objective

To maintain our profitable growth record as we execute upon our

largest business combination to date

The Strategy

Apply our proven business model in deploying capital in selected

areas for maximum return

4.

Argo Group Today

•

Specialty underwriter in attractive niche areas of property,

casualty insurance and reinsurance

•

Headquarters: Bermuda

–

operates in 50 states and internationally

•

Market Cap over $1B

•

Four ongoing business segments

–

Excess and Surplus Lines (E&S)

–

Commercial Specialty

–

International Specialty

–

London

Major business

segment locations

Headquarters

Brussels

London

Bermuda

5.

Four

Business

Units

1.

3.

2.

4.

Successful

Business

Model

Focus:  Specialty underwriter in niche markets

Growing an International Specialty Underwriter

Growth and Profitability

Four

Business

Units

6.

A Recap of Our Successful Business Model

1.

Target attractive

niche markets

2.

Develop leading,

differentiated

positions

3.

Expand position

–

organically

–

selective acquisitions

4.

Results: Growth

in premiums and

earnings

7.

1.  ATTRACTIVE NICHE MARKETS

A Different Type of Approach

Key Criteria In Selecting Niche Markets

Higher margin, return

Market leadership in a reasonable time frame

Disciplined underwriting

Sustained, profitable organic growth

8.

2.  DEVELOP LEADERSHIP POSITIONS

Examples of Leadership Positions

E&S market position

Commercial insurance for small / medium

public entities

Insurance for retail fabricare industry

Workers’

compensation for coal mines in

Pennsylvania and Maryland

P/C insurance for independent grocery stores

Leader

Leader

Leader

Leader

Leader

9.

3.  EXPAND POSITION

A Solid Record of Disciplined Growth

2007 Revenues

90%+

90%+

Business Development Activity

Argonaut Specialty

Argo Re

Interstate

Grocers

Coregis

Fulcrum

Assets acquired:

New businesses launched:

Organic Growth Strategies

Cross Selling

Increased Product Offerings

Businesses acquired:

Massamont

Rockwood

Colony

Argo Surety

Heritage

Public Entity

PXRE

10.

$1.6B

$5.1B

2000

2007

Total Assets

18%

CAGR

$1.2B

$186M

2000

2007

Gross Written Premiums

31%

CAGR

4.  RESULTS: GROWTH

An Impressive Growth Record…

11.

4.  RESULTS: GROWTH

…

With Solid Segment Underwriting Performance

Combined Ratio for Ongoing Segments

  94.3%*

94.0%*

92.7%

   92.1%**

90%

or less

2004

2005

2006

2007

Target

* Exclusive of losses from hurricane activity

** Exclusive of merger-related expenses

12.

$46.36

$45.15

$23.40

$27.22

$30.35

$33.51

$39.08

2002

2003

2004

2005

2006

2007

31-Mar-08

*

Book

value

per

common

share

-

outstanding,

includes

the

impact

of

the

Series

A

Mandatory

Convertible

Preferred

Stock

on

an as if converted basis.  Preferred stock had fully converted into common shares as of Dec. 31, 2007.

4.  RESULTS: GROWTH

…

And Consistent Growth of Book Value

Book Value Per Share

13.9%

CAGR

13.

Successful

Business

Model

Successful

Business

Model

1.

3.

2.

4.

Growth and Profitability

Four

Business

Units

Focus:  Specialty underwriter in niche markets

Growing an International Specialty Underwriter

14.

Excess & Surplus

Lines

London

•

Lloyd’s platform

•

Approx. $800M

in controlled

premium

•

GWP $726M

•

Operating Income

up 11%

Excess & Surplus

Lines

International

Specialty

•

Bermuda-based

platform

•

Expect to write

approx. $90M in

2008

Commercial

Specialty

•

GWP $421M

•

Operating Income

up 22%

Four Growth Platforms

15.

Four Growth Platforms

•

GWP $726M

•

Operating Income

up 11%

Excess & Surplus

Lines

Commercial

Specialty

•

GWP $421M

•

Operating Income

up 22%

International

Specialty

•

Bermuda-based

platform

•

Expect to write

approx. $90M in

2008

London

•

Lloyd’s platform

•

Approx. $800M

in controlled

premium

16.

Pre-Tax Operating Income

($M)

EXCESS & SURPLUS LINES:

Largest and Most Profitable Segment

Status

•

Combined ratio of 89.3%

•

Colony & Argonaut Specialty

Competitive advantages

•

Excellent infrastructure

•

Underwriting expertise

•

Controlled distribution

•

Rated ‘A’

(Excellent) by A.M. Best

92.6%

88.9%

89.3%

Combined ratio

*  Includes hurricane losses

$58*

$102

$113

2005

2006

2007

2008 YTD OI: $26.9M

2007 YTD OI: $29.0M

17.

Excess & Surplus

Lines

London

•

Lloyd’s platform

•

Approx. $800M

in controlled

premium

•

GWP $726M

•

Operating Income

up 11%

Excess & Surplus

Lines

International

Specialty

•

Bermuda-based

platform

•

Expect to write

approx. $90M in

2008

•

GWP $421M

•

Operating Income

up 22%

Commercial

Specialty

Four Growth Platforms

18.

Pre-Tax Operating Income

($M)

COMMERCIAL SPECIALITY

Consistently Profitable Segment

Status

•

Combined ratio of 88.7

•

Primarily retail-driven

Competitive advantages

•

Expertise in niche markets

–

grocery stores

–

mining operations

–

laundry & dry cleaners

–

small/medium-size public entities

92.6%

89.4%

88.7%

$38*

$50

$61

2005

2006

2007

Combined ratio

*  Includes hurricane losses

2008 YTD OI: $13.1M

2007 YTD OI: $13.8M

19.

Excess & Surplus

Lines

London

•

Lloyd’s platform

•

Approx. $800M

in controlled

premium

•

GWP $726M

•

Operating Income

up 11%

Excess & Surplus

Lines

International

Specialty

•

Bermuda-based

platform

•

Expect to write

approx. $90M in

2008

Commercial

Specialty

•

GWP $421M

•

Operating Income

up 22%

Four Growth Platforms

20.

Argo Re –

Positioned Well At Outset

Immediate Strengths

•

A rating by A.M. Best

•

Began 2008 with approx. $1.3B in capital

•

Appointed Andrew Carrier as Peleus president

–

New underwriting team in place

–

Proven record of leadership

–

Built diversified books of business

•

Utilize established infrastructure

•

Contributed

$50 million of GWP and $5.8 million of

operating income in 2008-Q1

21.

Excess & Surplus

Lines

•

Lloyd’s platform

•

Approx. $800M

in controlled

premium

London

•

GWP $726M

•

Operating Income

up 11%

Excess & Surplus

Lines

International

Specialty

•

Bermuda-based

platform

•

Expect to write

approx. $90M in

2008

Commercial

Specialty

•

GWP $421M

•

Operating Income

up 22%

Four Growth Platforms

22.

Combined Business Mix

Argo Group:  Specialty Insurance

Excess & Surplus

Commercial Specialty

International Specialty

Non-US liability

Professional Indemnity

Heritage: Specialty Insurance

Worldwide property

Direct & Facultative

North American and International binding authority

23.

Heritage Brings Immediate Strategic Benefits

•

Enhances EPS and ROE

•

Further diversifies Argo Group’s business mix and geographic

markets through Lloyd’s platform

•

Extends Argo Group’s market reach through Heritage’s distribution

network

•

Provides Heritage with access to a Bermudian underwriting platform

and additional capital

•

Provides Argo Group additional skills, scale and flexibility to take

advantage of potential opportunities throughout the insurance cycle

24.

Combined Business Mix

Specialty Insurance

•

Excess & Surplus Lines

•

Commercial Specialty

International Specialty

•

Quota share reinsurance

of business partners

•

Property reinsurance

•

Prospective

insurance

opportunities

~70%

~10%

~20%

London Platform

•Worldwide property

•Non-U.S. liability

25.

Property / Casualty Business Mix

Property

Casualty

~70%

~30%

26.

Group’s 2007 Results

2006

2007

Change

Gross Written Premium

$ 1.15B

$ 1.18B

2%

Net Earned Premium

$ 813M

$ 860M

6%

Total Revenue

$ 939M

$ 1.0B

6%

Net Investment Income

$ 105M

$ 134M

28%

Net Income Per Share

$ 4.82

$ 5.58

16%

27.

Group’s 2008 First Quarter Results

2007–Q1

2008-Q1

Change

Gross Written Premium

$ 287M

$ 347M

21%

Net Earned Premium

$ 206M

$ 219M

6%

Total Revenue

$ 234M

$ 258M

10%

Net Investment Income

$

28M

$

38M

36%

Net Income Per Share (diluted)

$ 1.13

$ 1.20

6%

28.

Dec 31, 2007

2,425

21.0%

1,754

1,385

5,124

$3,598

369

$45.15

Dec 31, 2006

2,029

14.5%

992

848

3,722

$2,558

144

$39.08

Strong Balance Sheet and Capital Base

Reserves

Total Leverage

Total Capital

Shareholders’

Equity

Total Assets

Investment Portfolio

Indebtedness

Book Value Per Share

In millions except for book value and leverage data

Mar 31, 2008

2,447

20.6%

1,792

1,423

4,980

$3,576

369

$46.36

29.

Minimal Sub-prime Exposure

Total

Argo

Group

Investment

Portfolio

-

$3.5

billion

•

Sub-prime/Alt-A Exposure only 2.4% of Shareholder Equity

–

Total exposure approximately $34.5M (< 1% of total portfolio)

–

38% Alt-A / 62% Sub-prime

–

85% are AAA or AA rated

–

Only 20% are 2005-2006 Vintage

All are AAA rated

•

Portfolio has no derivative investments

30.

Capital Deployment Strategy 12-18 Months

•

Support loss reserves and balance sheet

•

Growth of core business

–

Deploy capital opportunistically across all three segments

–

Reduce reliance on third-party reinsurance

•

Pursue attractive market opportunities

–

Selective acquisitions that complement existing business lines

–

Books of business and companies

•

Repatriate capital depending on capital position and stock price

–

$150M stock repurchase program authorized

–

Dividend

31.

Our Focus:  Continuing to Improve ROE

13.3%

14.8%

13.4%

15%

2005

2006

2007*

Goal

* Includes extraordinary gain of $66.3M

32.

I

N  S

U

M

M

A

R

Y

A Stronger and Well-Positioned Specialty Underwriter

•

Proven and successful business model

–

Impressive growth record, profitability and strong cash flow

•

Powerful competitive force in specialty lines market

–

Unique international platform

–

Bermuda and London advantages

–

Diversified business mix

–

Growth via geographic reach / expansion

•

ROE-driven focus

–

Effective capital deployment + high-margin focus = ROE improvement

Thank you!