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.

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