Citigroup Inc., which is seeking to shed assets, may sell its Primerica life insurance unit to J.C. Flowers & Co. and the Birmingham, Ala., insurer Protective Life Corp., people with knowledge of the talks said.

J.C. Flowers, the New York private-equity firm run by J. Christopher Flowers, may invest in Protective Life, which would then buy Primerica, the people said. More funding would come from issuing securities backed by the Duluth, Ga., unit's policies.

Analysts value Primerica, which Citi has sought to sell for more than three months, at as much as $7.5 billion, more than double Protective Life's market capitalization.

Vikram Pandit, Citi's chief executive officer, put Primerica up for sale to simplify a conglomerate assembled by former CEO Sanford "Sandy" Weill.

The largest life insurers, such as Prudential Financial Services Inc. and MetLife Inc., are focusing on selling variable annuities and other investing vehicles rather than the term life policies Primerica sells.

Whether the Primerica talks will lead to a transaction is unclear, according to the people, who spoke on the condition of anonymity, because the discussions are private.

Eva Robertson, a spokeswoman for Protective Life, would not discuss the matter. Mr. Flowers did not return a phone message at his office.

Shannon Bell, a Citi spokeswoman, called Primerica "a financially strong and fundamentally sound business" and said Citi "does not comment on market rumor or speculation."

Protective Life made it biggest acquisition in 2006, buying JPMorgan Chase & Co.'s insurance unit for about $1.2 billion.

Last month Mr. Flowers, a former investment banker at Goldman Sachs Group Inc., acquired a Missouri savings bank, which he may use to buy failed institutions.

Primerica was founded in 1977 by Arthur L. Williams, who assembled part-time salespeople to sell term life policies. In 1988, Mr. Weill's Commercial Credit Corp. bought Primerica and retained the name, using the firm as a platform to assemble a financial services titan with subsequent acquisitions of Travelers Corp., Salomon Inc., and Citicorp.

Currently, Primerica has 100,000 mostly part-time salespeople and 6 million customers, and it sells mutual funds, loans, and other investment products as well as life insurance.

Citi has recorded more than $55 billion of credit losses and writedowns since the subprime mortgage market collapsed last year, and it has unloaded several units to replenish capital.

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