The following table provides the balance of loans by portfolio segment as of March 31, 2013 and 2012, and December 31, 2012:

		March 31				December 31
(Dollars in thousands)		2013		2012		2012
Commercial:
	Commercial, financial, and industrial	$	8,091,186	$	7,705,153	$	8,796,956
	Commercial real estate
	Income CRE		1,062,588		1,247,089		1,109,930
	Residential CRE		53,291		99,837		58,305
Retail:
	Consumer real estate (a)		5,590,180		5,858,821		5,688,703
	Permanent mortgage (b)		793,282		788,700		765,583
	Credit card & other		299,143		271,730		289,105
Loans, net of unearned income		$	15,889,670	$	15,971,330	$	16,708,582
Allowance for loan losses			265,218		346,016		276,963
Total net loans		$	15,624,452	$	15,625,314	$	16,431,619

For purposes of this disclosure, the loan portfolio was disaggregated into segments and then further disaggregated into classes for certain disclosures. A portfolio segment is defined as the level at which an entity develops and documents a systematic method for determining its allowance for credit losses. A class is generally determined based on the initial measurement attribute (i.e., amortized cost or purchased credit impaired), risk characteristics of the loan, and an entity's method for monitoring and assessing credit risk. Commercial loan portfolio segments include commercial, financial, and industrial (“C&I”) and commercial real estate (“CRE”). Commercial classes within C&I include general C&I, loans to mortgage companies, and the trust preferred loans (“TRUPs”)(i.e., loans to bank and insurance-related businesses) portfolio. Loans to mortgage companies includes commercial lines of credit to qualified mortgage companies exclusively for the temporary warehousing of eligible mortgage loans prior to the borrower's sale of those mortgage loans to third party investors. Commercial classes within commercial real estate include income CRE and residential CRE. Retail loan portfolio segments include consumer real estate, permanent mortgage, and the credit card and other portfolio. Retail classes include HELOC and real estate (“R/E”) installment loans within the consumer real estate segment, permanent mortgage (which is both a segment and a class), and credit card and other.

FHN has a concentration of loans secured by residential real estate (41 percent of total loans), the majority of which is in the consumer real estate portfolio (35 percent of total loans). FHN had loans to mortgage companies totaling $1.1 billion (14 percent of the C&I portfolio, or 7 percent of total loans) as of March 31, 2013. Additionally, FHN had a sizeable portfolio of bank-related loans (including TRUPs) totaling $0.5 billion (6 percent of the C&I portfolio, or 3 percent of total loans).

In first quarter 2012, the Office of the Comptroller of Currency ("OCC") issued interagency guidance related to ALLL estimation and nonaccrual practices, and risk management policies for junior lien loans. As a result, FHN modified its nonaccrual policies to place current second liens on nonaccrual if the first lien is owned or serviced by FHN and that first lien is 90 or more days past due. Additionally, FHN enhanced its ALLL methodology to qualitatively estimate probable incurred losses for all current second liens that are behind first liens with performance issues for which FHN does not own or service the first lien. During 2012 and continuing into 2013, FHN has been and is evaluating data on first liens provided by third parties, including vendors, to determine if it may be reasonably relied upon in order to predict performance of the associated second liens for which FHN does not own or service the first lien. FHN is working to have a vendor selected in the first half of 2013. Therefore, methodologies, policies, and practices related to the ALLL and/or nonaccrual accounting and reporting may be revised in the future to incorporate usage of such data if deemed predictive of loan performance. It is possible that if FHN determines that third party data may reasonably be relied upon, future additions to NPLs may be material.

Additionally, in third quarter 2012, the OCC clarified that residential real estate loans in which personal liability has been discharged through bankruptcy and not reaffirmed by the borrower are collateral dependent and should be reported as nonaccruing troubled debt restructuring ("TDR"). As a result, FHN charged-down such loans to the net realizable value of the collateral and the remaining balances were reported as nonaccruing TDRs regardless of the loan's delinquency status. The level of nonperforming loans and TDRs in the consumer real estate and permanent mortgage portfolios were affected by these regulatory actions as of March 31, 2013 relative to March 31, 2012.

Because of the composition of FHN's residential real estate portfolios, this change most significantly impacted the consumer real estate portfolio segment.

The ALLL includes the following components: reserves for commercial loans evaluated based on pools of credit graded loans and reserves for pools of smaller-balance homogeneous retail loans, both determined in accordance with ASC 450-20-50. The reserve factors applied to these pools are an estimate of probable incurred losses based on management's evaluation of historical net losses from loans with similar characteristics and are subject to qualitative adjustments by management to reflect current events, trends, and conditions (including economic considerations and trends). The slow economic recovery, weak housing market, elevated unemployment levels, regulatory guidance, and both positive and negative portfolio segment-specific trends, are examples of additional factors considered by management in determining the ALLL. The ALLL also includes reserves determined in accordance with ASC 310-10-35 for loans determined by management to be individually impaired.

For commercial loans, reserves are established using historical net loss factors by grade level, loan product, and business segment. An assessment of the quality of individual commercial loans is made utilizing credit grades assigned internally based on a dual grading system which estimates both the probability of default (“PD”) and loss severity in the event of default. PD grades range from 1-16 while estimated loss severities, or loss given default (“LGD”) grades, range from 1-12. This credit grading system is intended to identify and measure the credit quality of the loan portfolio by analyzing the migration of loans between grading categories. It is also integral to the estimation methodology utilized in determining the allowance for loan losses since an allowance is established for pools of commercial loans based on the credit grade assigned. The appropriate relationship team performs the process of categorizing commercial loans into the appropriate credit grades, initially as a component of the approval of the loan, and subsequently throughout the life of the loan as part of the servicing regimen. The proper loan grade for larger exposures is confirmed by a senior credit officer in the approval process. To determine the most appropriate credit grade for each loan, the credit risk grading system employs scorecards for particular categories of loans that consist of a number of objective and subjective measures that are weighted in a manner that produces a rank ordering of risk within pass-graded credits. Loan grading discipline is regularly reviewed by Credit Risk Assurance to determine if the process continues to result in accurate loan grading across the portfolio. FHN may utilize availability of guarantors/sponsors to support lending decisions during the credit underwriting process and when determining the assignment of internal loan grades.

The ALLL for smaller-balance homogenous retail loans is determined based on pools of similar loan types that have similar credit risk characteristics. FHN manages retail loan credit risk on a class basis. Reserves by portfolio are determined using segmented roll-rate models that incorporate various factors including historical delinquency trends, experienced loss frequencies, and experienced loss severities. Generally, reserves for retail loans reflect inherent losses in the portfolio that are expected to be recognized over the following twelve months.

Generally, classified nonaccrual commercial loans over $1 million and all commercial and consumer loans classified as TDRs are deemed to be impaired and are individually assessed for impairment measurement in accordance with ASC 310-10-35. For all commercial portfolio segments, commercial TDRs and other individually impaired commercial loans are measured based on the present value of expected future payments discounted at the loan's effective interest rate (“the DCF method”), observable market prices, or for loans that are solely dependent on the collateral for repayment, the net realizable value. For loans measured using the DCF method or by observable market prices, if the recorded investment in the impaired loan exceeds this amount, a specific allowance is established as a component of the ALLL until such time as a loss is expected and recognized; however, for impaired collateral-dependent loans, FHN will charge off the full difference between the book value and the best estimate of net realizable value.

Generally, the allowance for TDRs in all consumer portfolio segments is determined by estimating the expected future cash flows using the modified interest rate (if an interest rate concession), incorporating payoff and net charge-off rates specific to the TDRs within the portfolio segment being assessed, and discounted using the pre-modification interest rate. The discount rates of variable rate TDRs are adjusted to reflect changes in the interest rate index in which the rates are tied. The discounted cash flows are then compared to the outstanding principal balance in order to determine required reserves. Residential real estate loans discharged through bankruptcy are collateral-dependent and are charged down to net realizable value.

The following table provides a rollforward of the allowance for loan losses by portfolio segment for the three months ended March 31, 2013 and 2012:
				Commercial		Consumer		Permanent		Credit Card
(Dollars in thousands)		C&I		Real Estate		Real Estate		Mortgage		and Other		Total
Balance as of January 1, 2012		$	130,413	$	55,586	$	165,077	$	26,194	$	7,081	$	384,351
Charge-offs			(6,074)		(9,619)		(34,133)		(4,638)		(2,619)		(57,083)
Recoveries			4,514		496		4,139		523		1,076		10,748
Provision			(9,275)		(414)		6,564		10,493		632		8,000
Balance as of March 31, 2012			119,578		46,049		141,647		32,572		6,170		346,016
Allowance - individually evaluated for impairment			29,147		7,976		32,300		16,722		241		86,386
Allowance - collectively evaluated for impairment			90,431		38,073		109,347		15,850		5,929		259,630
Loans, net of unearned as of March 31, 2012:
	Individually evaluated for impairment		151,219		110,123		117,556		102,033		1,028		481,959
	Collectively evaluated for impairment		7,553,934		1,236,803		5,741,265		686,667		270,702		15,489,371
Total loans, net of unearned		$	7,705,153	$	1,346,926	$	5,858,821	$	788,700	$	271,730	$	15,971,330
Balance as of January 1, 2013		$	96,191	$	19,997	$	128,949	$	24,928	$	6,898	$	276,963
Charge-offs			(4,436)		(1,381)		(23,996)		(3,387)		(2,900)		(36,100)
Recoveries			2,496		646		5,504		144		565		9,355
Provision			(8,146)		(4,124)		20,960		3,763		2,547		15,000
Balance as of March 31, 2013			86,105		15,138		131,417		25,448		7,110		265,218
Allowance - individually evaluated for impairment			15,463		156		40,778		22,239		231		78,867
Allowance - collectively evaluated for impairment			70,642		14,982		90,639		3,209		6,879		186,351
Loans, net of unearned as of March 31, 2013:
	Individually evaluated for impairment		111,036		43,501		165,927		136,430		747		457,641
	Collectively evaluated for impairment		7,980,150		1,072,378		5,424,253		656,852		298,396		15,432,029
Total loans, net of unearned		$	8,091,186	$	1,115,879	$	5,590,180	$	793,282	$	299,143	$	15,889,670

Impaired Loans

The following tables provide information at March 31, 2013 and 2012, by class related to individually impaired loans and consumer TDR's. Recorded investment is defined as the amount of the investment in a loan, before valuation allowance but which does reflect any direct write-down of the investment. For purposes of this disclosure, LOCOM has been excluded.


		March 31, 2013
				Unpaid				Average		Interest
		Recorded		Principal		Related		Recorded		Income
(Dollars in thousands)		Investment		Balance		Allowance		Investment		Recognized
Impaired loans with no related allowance recorded:
Commercial:
	General C&I	$	60,849	$	73,873	$	-	$	60,581	$	80
	TRUPs		10,000		10,000		-		17,000		-
	Income CRE		28,136		40,034		-		30,968		75
	Residential CRE		14,294		21,507		-		14,467		63
	Total	$	113,279	$	145,414	$	0	$	123,016	$	218
Retail:
	HELOC (a)	$	21,058	$	38,055	$	-	$	20,698	$	-
	R/E installment loans (a)		13,329		15,207		-		11,825		-
	Permanent mortgage (a)		14,634		14,634		-		13,125		-
	Total	$	49,021	$	67,896	$	0	$	45,648	$	-
Impaired loans with related allowance recorded:
Commercial:
	General C&I	$	3,754	$	3,754	$	1,159	$	7,027	$	-
	TRUPs		40,200		40,200		14,304		36,950		-
	Income CRE		1,071		1,071		156		1,075		11
	Total	$	45,025	$	45,025	$	15,619	$	45,052	$	11
Retail:
	HELOC	$	63,066	$	63,066	$	16,559	$	61,358	$	426
	R/E installment loans		68,474		68,474		24,219		69,082		285
	Permanent mortgage		121,796		121,796		22,239		122,744		683
	Credit card & other		747		747		231		782		8
	Total	$	254,083	$	254,083	$	63,248	$	253,966	$	1,402
Total commercial		$	158,304	$	190,439	$	15,619	$	168,068	$	229
Total retail		$	303,104	$	321,979	$	63,248	$	299,614	$	1,402
Total impaired loans		$	461,408	$	512,418	$	78,867	$	467,682	$	1,631


		March 31, 2012
				Unpaid				Average		Interest
		Recorded		Principal		Related		Recorded		Income
(Dollars in thousands)		Investment		Balance		Allowance		Investment		Recognized
Impaired loans with no related allowance recorded:
Commercial:
	General C&I	$	63,595	$	80,563	$	-	$	69,288	$	203
	TRUPs		47,000		47,000		-		47,000		-
	Income CRE		64,190		111,789		-		65,921		77
	Residential CRE		24,210		41,518		-		24,250		72
	Total	$	198,995	$	280,870	$	-	$	206,459	$	352
Impaired loans with related allowance recorded:
Commercial:
	General C&I	$	12,831	$	12,993	$	5,322	$	13,637	$	34
	TRUPs		33,700		33,700		23,825		33,700		-
	Income CRE		2,208		2,208		446		2,215		15
	Residential CRE		19,515		19,515		7,530		20,334		-
	Total	$	68,254	$	68,416	$	37,123	$	69,886	$	49
Retail:
	HELOC	$	52,411	$	52,411	$	14,165	$	51,165	$	373
	R/E installment loans		65,145		65,145		18,135		63,728		265
	Permanent mortgage		102,033		102,033		16,722		91,496		656
	Credit card & other		1,028		1,028		241		1,073		11
	Total	$	220,617	$	220,617	$	49,263	$	207,462	$	1,305
Total commercial		$	267,249	$	349,286	$	37,123	$	276,345	$	401
Total retail		$	220,617	$	220,617	$	49,263	$	207,462	$	1,305
Total impaired loans		$	487,866	$	569,903	$	86,386	$	483,807	$	1,706

Certain previously reported amounts have been reclassified to agree with current presentation.

As previously discussed, FHN employs a dual grade commercial risk grading methodology to assign an estimate for PD and the LGD for each commercial loan using factors specific to various industry, portfolio, or product segments that result in a rank ordering of risk and the assignment of grades PD 1 to PD 16. Each PD grade corresponds to an estimated one-year default probability percentage; a PD 1 has the lowest expected default probability, and probabilities increase as grades progress down the scale. PD 1 through PD 12 are “pass” grades. PD grades 13-16 correspond to the regulatory-defined categories of special mention (13), substandard (14), doubtful (15), and loss (16). Pass loan grades are required to be reassessed annually or earlier whenever there has been a material change in the financial condition of the borrower or risk characteristics of the relationship. All commercial loans over $1 million and certain commercial loans over $500,000 that are graded 13 or worse are reassessed on a quarterly basis. LGD grades are assigned based on a scale of 1-12 and represent FHN's expected recovery based on collateral type in the event a loan defaults.

The following tables provide the balances of commercial loan portfolio classes with associated allowance, disaggregated by PD grade as of March 31, 2013 and 2012:
	March 31, 2013
			Loans to											Allowance
	General		Mortgage				Income		Residential				Percentage	for Loan
(Dollars in thousands)	C&I		Companies		TRUPS (a)		CRE		CRE		Total		of Total	Losses
PD Grade:
1	$	169,342	$	-	$	-	$	-	$	-	$	169,342	2%	$	51
2		172,481		-		-		2,513		-		174,994	2		82
3		164,654		-		-		6,241		-		170,895	2		101
4		309,242		-		-		6,188		216		315,646	3		421
5		672,509		-		-		34,672		275		707,456	8		1,284
6		939,686		121,538		-		148,174		7,308		1,216,706	13		3,206
7		1,012,012		329,484		-		177,656		1,877		1,521,029	17		3,397
8		1,015,430		411,119		-		237,433		257		1,664,239	18		5,314
9		641,720		227,410		-		123,351		765		993,246	11		8,851
10		461,381		40,177		-		106,948		1,053		609,559	7		7,805
11		440,142		-		-		54,810		1,801		496,753	5		9,837
12		168,677		-		-		22,233		188		191,098	2		2,808
13		114,717		-		337,725		36,729		10,585		499,756	5		8,371
14,15,16		227,018		351		3,335		76,433		14,672		321,809	3		34,096
Collectively evaluated for impairment		6,509,011		1,130,079		341,060		1,033,381		38,997		9,052,528	98		85,624
Individually evaluated for impairment		64,603		-		46,433		29,207		14,294		154,537	2		15,619
Total commercial loans	$	6,573,614	$	1,130,079	$	387,493	$	1,062,588	$	53,291	$	9,207,065	100%	$	101,243

	March 31, 2012
			Loans to												Allowance
	General		Mortgage				Income		Residential				Percent of		for Loan
(Dollars in thousands)	C&I		Companies		TRUPS (a)		CRE		CRE		Total		Total		Losses
PD Grade:
1	$	185,999	$	-	$	0	$	-	$	-	$	185,999	2	%	$	59
2		190,005		-		0		2,594		-		192,599	2			75
3		163,589		-		0		21,307		-		184,896	2			104
4		218,712		-		0		6,428		93		225,233	2			225
5		388,541		-		0		30,600		297		419,438	5			915
6		895,483		123,307		0		96,550		4,380		1,119,720	12			3,867
7		852,631		434,345		0		214,099		5,812		1,506,887	17			8,592
8		952,757		366,556		0		151,064		422		1,470,799	16			12,760
9		619,101		127,639		0		158,179		2,656		907,575	10			12,032
10		504,433		18,734		0		94,077		1,878		619,122	7			9,194
11		479,398		-		0		124,662		1,473		605,533	7			12,424
12		163,692		-		-		16,013		3,353		183,058	2			3,513
13		206,166		-		334,099		67,431		7,383		615,079	7			12,344
14,15,16		324,666		-		4,081		197,688		28,364		554,799	6			52,400
Collectively evaluated for impairment		6,145,173		1,070,581		338,180		1,180,692		56,111		8,790,737	97			128,504
Individually evaluated for impairment		76,426		0		74,793		66,397		43,726		261,342	3			37,123
Total commercial loans	$	6,221,599	$	1,070,581	$	412,973	$	1,247,089	$	99,837	$	9,052,079	100	%	$	165,627
Certain previously reported amounts have been reclassified to agree with current presentation.

The retail portfolio is comprised primarily of smaller-balance loans which are very similar in nature in that most are standard products and are backed by residential real estate. Because of the similarities of retail loan-types, FHN is able to utilize the Fair Isaac Corporation (“FICO”) score, among other attributes, to assess the quality of consumer borrowers. FICO scores are refreshed on a quarterly basis in an attempt to reflect the recent risk profile of the borrowers. Accruing delinquency amounts are indicators of asset quality within the credit card and other retail portfolio.

The following tables reflect period-end balances and average FICO scores by origination vintage for the HELOC, real estate installment, and permanent mortgage classes of loans as of March 31, 2013 and 2012:

HELOC
(Dollars in thousands)	March 31, 2013						March 31, 2012
			Average		Average				Average		Average
	Period End		Origination		Refreshed		Period End		Origination		Refreshed
Origination Vintage	Balance		FICO		FICO		Balance		FICO		FICO
pre-2003	$	108,054		714		705	$	167,660		722		715
2003		208,233		732		723		259,437		733		724
2004		469,608		727		717		565,929		728		718
2005		592,322		734		719		704,568		734		720
2006		437,889		740		725		523,464		741		724
2007		460,916		745		728		542,266		746		731
2008		250,427		754		747		286,454		755		749
2009		134,294		752		745		170,186		754		751
2010		133,917		753		749		167,914		755		755
2011		129,303		759		756		159,368		760		757
2012		155,758		760		758		35,208		762		758
2013		27,853		756		754		-		-		-
Total	$	3,108,574		740		729	$	3,582,454		740		729


R/E Installment Loans	March 31, 2013						March 31, 2012
(Dollars in thousands)			Average		Average				Average		Average
	Period End		Origination		Refreshed		Period End		Origination		Refreshed
Origination Vintage	Balance		FICO		FICO		Balance		FICO		FICO
pre-2003	$	33,454		685		682	$	51,213		689		685
2003		101,107		719		727		147,224		722		730
2004		66,809		703		701		90,717		709		707
2005		197,153		717		711		254,045		720		713
2006		209,755		718		703		277,821		720		704
2007		299,659		726		711		389,145		729		712
2008		104,651		725		716		143,844		733		724
2009		53,302		746		744		84,485		750		748
2010		146,048		746		750		187,301		746		756
2011		390,546		760		761		462,341		761		758
2012		741,406		764		762		188,231		765		767
2013		137,716		761		759		-		-		-
Total	$	2,481,606		744		739	$	2,276,367		737		729


Permanent Mortgage	March 31, 2013						March 31, 2012
(Dollars in thousands)			Average		Average				Average		Average
	Period End		Origination		Refreshed		Period End		Origination		Refreshed
Origination Vintage	Balance		FICO		FICO		Balance		FICO		FICO
pre-2004 (a)	$	249,523		726		727	$	146,858		724		732
2004		28,662		714		691		49,152		719		688
2005		47,382		739		713		58,748		740		715
2006		89,179		732		712		104,922		735		708
2007		260,136		734		711		288,517		734		704
2008		118,400		742		712		140,503		742		713
Total	$	793,282		731		711	$	788,700		734		711

For all portfolio segments and classes, loans are place on nonaccrual status if it becomes evident that full collection of principal and interest is at risk, impairment has been recognized as a partial charge-off of principal balance, or on a case-by-case basis if FHN continues to receive payments, but there are atypical loan structures or other borrower-specific issues. FHN does have a meaningful portion of loans that are classified as nonaccrual but where loan payments are received including residential real estate loans where the borrower has been discharged of personal obligation through bankruptcy and current second liens behind FHN-serviced first liens with performance issues. The determination of whether a TDR is placed on nonaccrual status generally follows the same internal policies and procedures as other portfolio loans. However, FHN will typically place a consumer real estate loan on nonaccrual status if it is 30 or more days delinquent at the time of modification and is determined to be a TDR, except for residential real estate secured loans discharged in bankruptcy (“discharged bankruptcies”) that are placed on nonaccrual, regardless of delinquency status. Generally, current second liens are placed on nonaccrual status if they are behind first liens that FHN owns or services if the first lien is 90 days or more delinquent.

The following table reflects accruing and non-accruing loans by class on March 31, 2013:

	Accruing								Non-Accruing
			30-89		90+						30-89		90+		Total
			Days Past		Days		Total				Days		Days		Non-		Total
(Dollars in thousands)		Current	Due		Past Due		Accruing		Current		Past Due		Past Due		Accruing		Loans
Commercial (C&I):
General C&I	$	6,493,628	$	13,177	$	428	$	6,507,233	$	22,439	$	9,694	$	34,248	$	66,381	$	6,573,614
Loans to mortgage companies		1,129,728		-		-		1,129,728		-		-		351		351		1,130,079
TRUPs (a)		341,060		-		-		341,060		-		-		46,433		46,433		387,493
Total commercial C&I		7,964,416		13,177		428		7,978,021		22,439		9,694		81,032		113,165		8,091,186
Commercial real estate:
Income CRE		1,031,037		4,679		-		1,035,716		5,643		1,705		19,524		26,872		1,062,588
Residential CRE		41,576		-		-		41,576		1,383		-		10,332		11,715		53,291
Total
commercial real estate		1,072,613		4,679		-		1,077,292		7,026		1,705		29,856		38,587		1,115,879
Consumer real estate:
HELOC		3,022,483		28,914		18,135		3,069,532		28,072		1,390		9,580		39,042		3,108,574
R/E installment loans		2,432,315		11,977		8,456		2,452,748		19,692		2,685		6,481		28,858		2,481,606
Total consumer real estate		5,454,798		40,891		26,591		5,522,280		47,764		4,075		16,061		67,900		5,590,180
Permanent mortgage		741,500		6,025		11,126		758,651		12,866		1,266		20,499		34,631		793,282
Credit card & other
Credit card		178,310		1,430		1,483		181,223		-		-		-		-		181,223
Other		115,390		723		90		116,203		1,717		-		-		1,717		117,920
Total credit card & other		293,700		2,153		1,573		297,426		1,717		-		-		1,717		299,143
Total loans, net of unearned	$	15,527,027	$	66,925	$	39,718	$	15,633,670	$	91,812	$	16,740	$	147,448	$	256,000	$	15,889,670

The following table reflects accruing and non-accruing loans by class on March 31, 2012:
	Accruing								Non-Accruing
			30-89 Days		90+ Days		Total				30-89 Days		90+ Days		Total Non-
(Dollars in thousands)	Current		Past Due		Past Due		Accruing		Current		Past Due		Past Due		Accruing		Total Loans
Commercial (C&I):
General C&I	$	6,112,259	$	29,520	$	540	$	6,142,319	$	35,470	$	13,202	$	30,608	$	79,280	$	6,221,599
Loans to mortgage companies		1,070,581		0		0		1,070,581		0		-		0		0		1,070,581
TRUPs (a)		338,180		0		0		338,180		0		-		74,793		74,793		412,973
Total commercial C&I		7,521,020		29,520		540		7,551,080		35,470		13,202		105,401		154,073		7,705,153
Commercial real estate:
Income CRE		1,168,182		9,160		0		1,177,342		23,289		2,701		43,757		69,747		1,247,089
Residential CRE		55,081		1,057		0		56,138		22,958		2,713		18,028		43,699		99,837
Total commercial real estate		1,223,263		10,217		0		1,233,480		46,247		5,414		61,785		113,446		1,346,926
Consumer real estate:
HELOC		3,496,858		37,832		20,749		3,555,439		12,713		2,937		11,365		27,015		3,582,454
R/E installment loans		2,227,639		21,114		9,628		2,258,381		10,185		1,472		6,329		17,986		2,276,367
Total consumer real estate		5,724,497		58,946		30,377		5,813,820		22,898		4,409		17,694		45,001		5,858,821
Permanent mortgage		734,659		8,454		8,900		752,013		14,566		1,101		21,020		36,687		788,700
Credit card & other
Credit card		179,744		1,368		1,456		182,568		0		0		0		0		182,568
Other		86,425		533		65		87,023		4		0		2,135		2,139		89,162
Total credit card & other		266,169		1,901		1,521		269,591		4		0		2,135		2,139		271,730
Total loans, net of unearned	$	15,469,608	$	109,038	$	41,338	$	15,619,984	$	119,185	$	24,126	$	208,035	$	351,346	$	15,971,330

As part of FHN's ongoing risk management practices, FHN attempts to work with borrowers when necessary to extend or modify loan terms to better align with their current ability to repay. Extensions and modifications to loans are made in accordance with internal policies and guidelines which conform to regulatory guidance. Each occurrence is unique to the borrower and is evaluated separately. FHN considers regulatory guidelines when restructuring loans to ensure that prudent lending practices are followed. As such, qualification criteria and payment terms consider the borrower's current and prospective ability to comply with the modified terms of the loan.

A modification is classified as a TDR if the borrower is experiencing financial difficulty and it is determined that FHN has granted a concession to the borrower. FHN may determine that a borrower is experiencing financial difficulty if the borrower is currently in default on any of its debt, or if it is probable that a borrower may default in the foreseeable future. Many aspects of a borrower's financial situation are assessed when determining whether they are experiencing financial difficulty, particularly as it relates to commercial borrowers due to the complex nature of loan structures, business/industry risk, and borrower/guarantor structures. Concessions could include reductions of interest rates, extension of the maturity date at a rate lower than current market rate for a new loan with similar risk, reduction of accrued interest, or principal forgiveness. When evaluating whether a concession has been granted, FHN also considers whether the borrower has provided additional collateral or guarantors and whether such additions adequately compensate FHN for the restructured terms. The assessments of whether a borrower is experiencing (or is likely to experience) financial difficulty and whether a concession has been granted is subjective in nature and management's judgment is required when determining whether a modification is classified as a TDR.

For all classes within the commercial portfolio segment, TDRs are typically modified through forbearance agreements (generally 6 to 12 months). Forbearance agreements could include reduced interest rates, reduced payments, release of guarantor in exchange for payment, or entering into short sale agreements. FHN's proprietary modification programs for consumer loans are generally structured using parameters of U.S. government-sponsored programs such as Home Affordable Modification Programs (“HAMP”). Within the HELOC, R/E installment loans, and permanent mortgage classes of the consumer portfolio segment, TDRs are typically modified by reducing the interest rate (in increments of 25 basis points to a minimum of 1 percent for up to 5 years) and a possible maturity date extension to reach an affordable housing debt ratio. Contractual maturities may be extended to 40 years on permanent mortgages and to 30 years for consumer real estate loans. Within the credit card class of the consumer portfolio segment, TDRs are typically modified through either a short-term credit card hardship program or a longer-term credit card workout program. In the credit card hardship program, borrowers may be granted rate and payment reductions for 6 months to 1 year. In the credit card workout program, customers are granted a rate reduction to 0 percent and term extensions for up to 5 years to pay off the remaining balance.

In 2012, the OCC clarified that the discharge of personal liability through bankruptcy proceedings should be considered a concession. As a result, FHN classified all non-reaffirmed residential real estate loans after bankruptcy as nonaccruing TDRs in third quarter 2012.

On March 31, 2013 and 2012, FHN had $368.8 million and $303.3 million portfolio loans classified as TDRs, respectively. For TDRs in the loan portfolio, FHN had loan loss reserves of $64.6 million and $49.9 million, or 18 percent and 16 percent of TDR balances, as of March 31, 2013 and 2012, respectively. Additionally, FHN had restructured $182.1 million and $126.3 million of loans-held-for-sale as of March 31, 2013 and 2012, respectively. Loans held for sale are presented at UPB before fair value adjustments and do not carry reserves.

The following tables reflect portfolio loans that were classified as TDRs during the three months ended March 31, 2013 and 2012:
	2013						2012
			Pre-Modification		Post-Modification			Pre-Modification		Post-Modification
			Outstanding		Outstanding			Outstanding		Outstanding
(Dollars in thousands)	Number		Recorded Investment		Recorded Investment		Number	Recorded Investment		Recorded Investment
Commercial (C&I):
General C&I		5	$	1,242	$	1,238	4	$	583	$	576
Total commercial (C&I)		5		1,242		1,238	4		583		576
Commercial real estate:
Income CRE		-		-		-	3		7,961		7,829
Residential CRE		-		-		-	1		50		50
Total commercial real estate		-		-		-	4		8,011		7,879
Consumer real estate:
HELOC		115		7,759		7,551	34		4,081		4,073
R/E installment loans		179		6,285		6,233	59		7,543		7,611
Total consumer real estate		294		14,044		13,784	93		11,624		11,684
Permanent mortgage		12		4,737		4,852	38		29,893		30,064
Credit card & other		11		62		59	22		91		87
Total troubled debt restructurings		322	$	20,085	$	19,933	161	$	50,202	$	50,290

The following table presents TDRs which re-defaulted during the three months ended March 31, 2013 and 2012, and as to which the modification occurred 12 months or less prior to the re-default. Financing receivables that became classified as TDRs within the previous 12 months and for which there was a payment default during the period are calculated by first identifying TDRs that defaulted during the period and then determining whether they were modified within the 12 months prior to the default. For purposes of this disclosure, FHN generally defines payment default as 30 plus days past due.

	March 31, 2013				March 31 , 2012
			Recorded				Recorded
(Dollars in thousands)	Number		Investment		Number		Investment
Commercial (C&I):
General C&I		7	$	6,052		7	$	3,990
Total commercial (C&I)		7		6,052		7		3,990
Commercial real estate:
Income CRE		3		1,397		5		2,358
Residential CRE		1		33		1		50
Total commercial real estate		4		1,430		6		2,408
Consumer real estate:
HELOC		7		344		10		1,210
R/E installment loans		4		129		18		1,706
Total consumer real estate		11		473		28		2,916
Permanent mortgage		9		4,398		-		-
Credit card & other		2		5		11		36
Total troubled debt restructurings		33	$	12,358		52	$	9,350

The determination of whether a TDR is placed on nonaccrual status generally follows the same internal policies and procedures as other portfolio loans. However, FHN will typically place a consumer real estate loan on nonaccrual status if it is 30 or more days delinquent upon modification into a TDR. For commercial loans, nonaccrual TDRs that are reasonably assured of repayment according to their modified terms may be returned to accrual status by FHN upon a detailed credit evaluation of the borrower's financial condition and prospects for repayment under the revised terms. For consumer loans, FHN's evaluation supporting the decision to return a modified loan to accrual status includes consideration of the borrower's sustained historical repayment performance for a reasonable period prior to the date on which the loan is returned to accrual status, which is generally a minimum of six months. FHN may also consider a borrower's sustained historical repayment performance for a reasonable time prior to the restructuring in assessing whether the borrower can meet the restructured terms, as it may indicate that the borrower is capable of servicing the level of debt under the modified terms. Otherwise, FHN will continue to classify restructured loans as nonaccrual. Consistent with regulatory guidance, upon sustained performance and classification as a TDR over FHN's year-end, the loan will be removed from TDR status as long as the modified terms were market-based at the time of modification.