The following table provides the balance of loans by portfolio on September 30, 2011, September 30, 2010, and December 31, 2010:


	September 30				December 31
(Dollars in thousands)	2011		2010		2010
Commercial:
Commercial, financial, and industrial		$7,705,749		$7,336,986		$7,338,155
Commercial real estate
Income CRE		1,286,683		1,518,942		1,406,646
Residential CRE		141,657		323,725		263,878
Retail:
Consumer real estate		5,305,005		5,787,698		5,617,619
Permanent mortgage		838,020		969,244		1,086,859
Credit card & other		298,544		326,365		311,924
Restricted real estate loans ^(a)		665,744		796,529		757,491
Loans, net of unearned income		$16,241,402		$17,059,489		$16,782,572
Allowance for loan losses		449,645		719,899		664,799
Total net loans		$15,791,757		$16,339,590		$16,117,773

(a)	Balances as of September 30, 2011 and 2010, and December 31, 2010, include $623.3 million, $735.8 million, and $701.8 million of consumer real estate loans and $42.4 million, $60.7 million, and $55.7 million of permanent mortgage loans, respectively.

FHN has a concentration of loans secured by residential real estate (43 percent of total loans), the majority of which is in the consumer real estate portfolio (33 percent of total loans). Additionally, on September 30, 2011, FHN had bank-related and trust preferred loans ("TRUPs") (i.e., loans to bank and insurance-related businesses) totaling $0.7 billion (9 percent of the C&I portfolio, or 4 percent of total loans). Due to the higher credit losses encountered throughout the financial services industry, limited availability of market liquidity, and the impact from economic conditions on these borrowers, these loans have experienced stress throughout the economic downturn.

Components of the Loan Portfolio. For purposes of the disclosures required pursuant to the adoption of amendments to ASC 310, 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 TRUPs 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 combined credit card and other portfolios. 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. Restricted real estate loans include HELOCs that were previously securitized on balance sheet as well as HELOC and some permanent mortgages that were consolidated on January, 1, 2010 in conjunction with the adoption of amendments to ASC 810.

In third quarter 2011, FHN executed bulk sales of certain consumer and commercial loans, a significant majority of which were nonperforming. The largest transaction was a sale of permanent mortgages with an unpaid principal balance of approximately $188 million, or $126 million after consideration of partial charge-offs and LOCOM adjustments previously taken on the loans. FHN recognized a loss on sale of $29.8 million which is recognized within the loan loss provision and $40.2 million of net charge-offs associated with this sale. FHN also sold nonperforming commercial loans with unpaid principal balance of approximately $32 million and $23 million after consideration of amounts already charged-off. FHN recognized a loss which is reflected in the loan loss provision of $6.0 million and $7.3 million of net charge-offs related to this commercial loan bulk sale.

Allowance for Loan Losses. The allowance for loan losses ("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 the ASC Topic related to Contingencies (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 adjustment by management to reflect current events, trends, and conditions (including economic considerations and trends). The slow

economic recovery, weak housing market, elevated unemployment levels, and both positive and negative portfolio segment-specific trends are examples of additional factors considered by management in determining the allowance for loan losses. Also included are reserves, determined in accordance with the Receivables Topic (ASC 310-10-45), for loans determined by management to be individually impaired.

Key components of the estimation process are as follows: (1) commercial loans determined by management to be individually impaired loans are evaluated individually and specific reserves are determined based on the difference between the outstanding loan amount and the estimated net realizable value of the collateral (if collateral dependent) or the present value of expected future cash flows; (2) individual commercial loans not considered to be individually impaired are segmented based on similar credit risk characteristics and evaluated on a pool basis; (3) reserve rates for the commercial segment are calculated based on historical net charge-offs and are subject to adjustment by management to reflect current events, trends, and conditions (including economic considerations and trends); (4) management's estimate of probable incurred losses reflects the reserve rate applied against the balance of loans in the commercial segment of the loan portfolio; (5) retail loans are segmented based on loan type; (6) reserve amounts for each retail portfolio segment are calculated using analytical models based on net loss experience and are subject to adjustment by management to reflect current events, trends, and conditions (including economic considerations and trends); and (7) the reserve amount for each retail portfolio segment reflects management's estimate of probable incurred losses in the retail segment of the loan portfolio.

Commercial. 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 our 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 grades are frequently 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. Where guarantor contributions are determined to be a source of repayment, an assessment of the guarantee is made. This guarantee assessment would include but not be limited to factors such as type and nature of the guarantee, consideration for the guarantee, key provisions of the guarantee agreement, and ability of the guarantor to be a viable secondary source of repayment.

Reliance on the guarantee as a viable secondary source of repayment is a function of an analysis proving capability to pay, factoring in, among other things, liquidity and direct/indirect debt cash flows. Therefore, a proper evaluation of each guarantor is critical. FHN establishes a guarantor's ability (financial wherewithal) to support a credit based on an analysis of recent information on the guarantor's financial condition. This would generally include income and asset information from sources such as recent tax returns, credit reports, and personal financial statements. In analyzing this information FHN seeks to assess a combination of liquidity, global cash flow, cash burn rate, and contingent liabilities to demonstrate the guarantor's capacity to sustain support for the credit and fulfill the obligation. FHN also considers the volume and amount of guarantees provided for all global indebtedness and the likelihood of realization. Guarantor financial information is periodically updated throughout the life of the loan. FHN presumes a guarantor's willingness to perform until financial support becomes necessary or if there is any current or prior indication or future expectation that the guarantor may not willingly and voluntarily perform under the terms of the guarantee.

In FHN's risk grading approach, it is deemed that financial support becomes necessary generally at a point when the loan would otherwise be graded substandard, reflecting a well-defined weakness. At that point, provided willingness and capacity to support are appropriately demonstrated, a strong, legally enforceable guarantee can mitigate the risk of default or loss, justify a less severe rating, and consequently reduce the level of allowance or charge-off that might otherwise be deemed appropriate. FHN establishes guarantor willingness to support the credit through documented evidence of previous and ongoing support of the credit. Previous performance under a guarantor's obligation to pay is not considered if the performance was involuntary.

Retail. 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.

Individually Impaired. Generally, classified nonaccrual commercial loans over $1 million are deemed to be impaired and are assessed for impairment measurement in accordance with ASC 310-10. Also, all commercial and retail consumer loans classified as troubled debt restructurings ("TDRs") are deemed to be impaired and are assessed for impairment measurement in accordance with ASC 310-10. 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 estimated fair value of the collateral less estimated costs to sell (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 allowance for loan and lease losses 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.

For all segments of consumer TDRs with the exception of the permanent mortgage segment, the associated allowance is determined by estimating the expected 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 discounted cash flows are then compared to the outstanding principal balance in order to determine required reserves. Previously, the reserve for consumer real estate TDRs utilized total portfolio loss and attrition rates rather than TDR specific data. Beginning in third quarter 2011, FHN removed TDRs entirely from the roll rate model previously discussed which resulted in an increase in required TDR reserves for this portfolio segment. Currently, for the permanent mortgage segment, the base roll-rate models are run both with and without the TDRs to determine incremental reserves needed for restructured mortgage loans. Additionally, a qualitative factor representing the incremental inherent loss in such TDRs is applied to estimate the total required reserves for permanent mortgage TDRs.

The following table provides a rollforward of the allowance for loan losses by portfolio segment for the three and nine months ending September 30, 2011 and 2010:


(Dollars in thousands)	C&I			Commercial Real Estate			Consumer Real Estate			Permanent Mortgage			Credit Card and Other ^(a)			Total
Balance as of July 1, 2010		$277,035			$198,347			$205,752			$77,313			$22,822			$781,269
Charge-offs		(25,974	)		(15,276	)		(62,822	)		(14,602	)		(7,127	)		(125,801	)
Recoveries		2,401			3,021			5,482			479			3,048			14,431
Provision		6,320			(3,655	)		46,488			1,673			(826	)		50,000
Balance as of September 30, 2010 (b) (c)		259,782			182,437			194,900			64,863			17,917			719,899

Balance as of January 1, 2010		$276,648			$205,724			$215,087			$123,897			$75,558			$896,914
Adjustment due to amendments of ASC 810		-			-			16,106			8,472			-			24,578
Charge-offs		(80,912	)		(104,584	)		(177,223	)		(61,505	)		(41,520	)		(465,744	)
Recoveries		9,612			8,814			13,475			1,255			5,995			39,151
Provision		54,434			72,483			127,455			(7,256	)		(22,116	)		225,000
Balance as of September 30, 2010 (b) (c)		259,782			182,437			194,900			64,863			17,917			719,899
Allowance - individually evaluated for impairment		52,661			22,171			16,395			9,756			245			101,228
Allowance - collectively evaluated for impairment		207,121			160,266			178,505			55,107			17,672			618,671
Loans, net of unearned as of September 30, 2010:
Individually evaluated for impairment		208,699			262,854			57,714			72,322			530			602,119
Collectively evaluated for impairment		7,128,287			1,579,813			6,465,799			957,636			325,835			16,457,370
Total loans, net of unearned ^(b) (c)		$7,336,986			$1,842,667			$6,523,513			$1,029,958			$326,365			$17,059,489

Balance as of July 1, 2011		$206,278			$99,467			$162,655			$46,602			$9,089			$524,091
Charge-offs		(17,348	)		(10,702	)		(39,122	)		(48,556	)		(4,927	)		(120,655	)
Recoveries		4,716			2,673			4,052			1,728			1,040			14,209
Provision		(11,356	)		(26,287	)		34,485			31,888			3,270			32,000
Balance as of September 30, 2011 (b) (c)		182,290			65,151			162,070			31,662			8,472			449,645
Balance as of January 1, 2011		$239,469			$155,085			$192,350			$65,009			$12,886			$664,799
Charge-offs		(41,822	)		(34,792	)		(130,886	)		(69,340	)		(14,511	)		(291,351	)
Recoveries		13,175			8,118			12,488			5,262			3,154			42,197
Provision		(28,532	)		(63,260	)		88,118			30,731			6,943			34,000
Balance as of September 30, 2011 (b) (c)		182,290			65,151			162,070			31,662			8,472			449,645
Allowance - individually evaluated for impairment		46,500			7,998			40,509			5,692			842			101,541
Allowance - collectively evaluated for impairment		135,790			57,153			121,561			25,970			7,630			348,104
Loans, net of unearned as of September 30, 2011:
Individually evaluated for impairment		210,644			130,543			112,124			47,910			1,138			502,359
Collectively evaluated for impairment		7,495,105			1,297,797			5,816,186			832,549			297,406			15,739,043
Total loans, net of unearned ^(b) (c)		$7,705,749			$1,428,340			$5,928,310			$880,459			$298,544			$16,241,402

(a)	Includes OTC.

(b)	Q3 2011 and Q3 2010 include $26.9 million and $41.9 million of reserves, respectively, and $623.3 million and $735.8 million of balances in restricted consumer real estate loans, respectively.

(c)	Q3 2011 and Q3 2010 include $5.5 million and $5.9 million of reserves, respectively, and $42.4 million and $60.7 million of balances in restricted permanent mortgage loans, respectively.

The average balance of impaired loans was $552.0 million and $562.3 million for the three and nine months ended September 30, 2011, and $1.6 million and $4.7 million of interest income was recognized during the respective periods related to such impaired loans. The average balance of impaired loans was $587.6 million and $583.1 million for the three and nine months ended September 30, 2010, and $.7 million and $2.0 million of interest income was recognized during the respective periods related to such impaired loans. The following tables provide loan classes with the period-end and quarterly average amount of recorded investment in impaired loans for which there is a related allowance for loan loss, the period-end and quarterly average amount of recorded investment in impaired loans where there is no related allowance for loan loss, the total unpaid principal balance of the impaired loans, and amount of interest income recognized on the impaired loans. Recorded investment is defined as the amount of the investment in a loan, which is not net of a valuation allowance but which does reflect any direct write-down of the investment.


	September 30, 2011				Three Months Ended September 30, 2011			Nine Months Ended September 30, 2011
(Dollars in thousands)		Recorded Investment	Unpaid Principal Balance	Related Allowance		Average Recorded Investment	Interest Income Recognized		Average Recorded Investment	Interest Income Recognized

Impaired loans with no related allowance recorded:
Commercial:
General C&I		$87,957	$115,157	$ -		$92,078	$328		$66,208	$817
TRUPs		56,442	60,700	-		54,592	-		40,924	-
Income CRE		77,245	145,934	-		87,090	150		92,566	681
Residential CRE		28,843	74,738	-		35,881	82		44,122	426
Total		$250,487	$396,529	$ -		$269,641	$560		$243,820	$1,924

Impaired loans with related allowance recorded:
Commercial:
General C&I		$38,979	$43,870	$20,280		$42,834	$35		$77,627	$175
TRUPs		27,266	30,000	26,220		27,266	-		27,266	-
Income CRE		2,722	2,732	348		7,426	15		18,631	26
Residential CRE		21,733	21,733	7,650		22,064	-		31,023	-
Total		$90,700	$98,335	$54,498		$99,590	$50		$154,547	$201

Retail:
HELOC		$44,624	$44,624	$21,732		$40,620	$224		$34,999	$545
R/E Installment loans		67,500	67,500	18,777		61,000	291		55,660	635
Permanent mortgage		47,910	47,910	5,692		79,945	476		72,338	1,390
Credit card & other		1,138	1,138	842		1,162	12		951	36
Total		$161,172	$161,172	$47,043		$182,727	$1,003		$163,948	$2,606
Total commercial		$341,187	$494,864	$54,498		$369,231	$610		$398,367	$2,125
Total retail		$161,172	$161,172	$47,043		$182,727	$1,003		$163,948	$2,606
Total impaired loans		$502,359	$656,036	$101,541		$551,958	$1,613		$562,315	$4,731


	September 30, 2010
(Dollars in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance

Impaired loans with no related allowance recorded:
Commercial:
General C&I		$72,704		$92,902		$-
TRUPs		30,617		34,200		-
Income CRE		89,985		161,078		-
Residential CRE		87,944		165,009		-
Total		$281,250		$453,189		$-

Impaired loans with related allowance recorded:
Commercial:
General C&I		$78,113		$83,021		$30,382
TRUPs		27,266		30,000		22,279
Income CRE		51,794		61,792		12,781
Residential CRE		33,130		36,169		9,390
Total		$190,303		$210,982		$74,832

Retail:
HELOC		$22,330		$22,330		$6,343
R/E Installment loans		35,384		35,384		10,052
Permanent mortgage		72,322		72,322		9,756
OTC, credit card, & other		530		530		245
Total		$130,566		$130,566		$26,396
Total commercial		$471,553		$664,171		$74,832
Total retail		$130,566		$130,566		$26,396
Total impaired loans		$602,119		$794,737		$101,228

Asset Quality Indicators. 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. FHN utilizes these grades to measure, monitor, and assess credit risk within the commercial loan portfolio. The methodology utilizes multiple scorecards that have been developed using a combination of objective and subjective 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. Prior to second quarter 2011, all loans with an assigned PD grade of "12" which is the lowest pass grade were included on the Watch list. In second quarter 2011, FHN implemented an enhanced process for determining which loans warrant additional oversight and monitoring. The identification of Watch List loans is now determined by the appropriate relationship team and is generally driven by specific events that may impact borrowers, rather than being driven solely by the assigned PD grade. This process enhancement did not have a material impact on the allowance for loan and lease losses. 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 re-assessed annually or whenever there has been a material change in the financial condition of the borrower or structure of the relationship. All commercial loans over $1 million graded 13 or worse and certain commercial loans over $500,000 that are graded 13 or worse are re-assessed 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 table provides the balances of commercial loan portfolio classes, disaggregated by PD grade as of September 30, 2011:


	September 30, 2011
(Dollars in millions)	General C&I		Loans to Mortgage Companies		TRUPS ^(a)		Income CRE		Residential CRE		Total
PD Grade:
1		$164		$ -		$ -		$ -		$ -		$164
2		149		-		-		3		-		152
3		183		-		-		17		-		200
4		182		-		-		7		-		189
5		334		-		-		30		-		364
6		884		277		-		79		3		1,243
7		856		344		-		140		2		1,342
8		1,097		314		-		185		4		1,600
9		576		92		-		116		4		788
10		404		39		-		124		1		568
11		480		-		-		125		2		607
12		128		-		-		16		5		149
13		340		-		334		113		8		795
14,15,16		313		-		4		252		63		632
Total loans collectively evaluated for impairment		6,090		1,066		338		1,207		92		8,793
Total loans individually evaluated for impairment		127		-		84		80		50		341
Total commercial loans		$6,217		$1,066		$422		$1,287		$142		$9,134

(a)	Presented net of $35.3 million a lower of cost or market ("LOCOM") valuation allowance. Based on the underlying structure of the notes, the highest possible internal grade is "13". Portfolio reserve estimate considers recent financial performance of individual borrowers and other factors.

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's ("FICO") score, among other attributes, to assess the quality of consumer borrowers. FICO scores are refreshed on a quarterly basis and attempt to reflect the recent risk profile of the borrowers. Accruing delinquency amounts are also other indicators of retail portfolio asset quality.

The following tables reflect period-end balances and various asset quality indicators by origination vintage for the HELOC, real estate installment, and permanent mortgage classes of loans as of September 30, 2011. Beginning with the first quarter 2011 Form 10-Q filing, the permanent mortgage asset quality indicators have been updated to allow a consistent presentation of the retail real estate loan portfolios.


HELOC (Dollars in millions)			Origination Characteristics
Origination Vintage	Period End Balance ^(a)		Avg orig CLTV			Avg orig FICO		% Broker			% TN			% 1st Lien			Avg Refreshed FICO
pre-2003		$194		75.5	%		723		15.1	%		40.5	%		22.5	%		719
2003		286		76.1	%		734		23.8	%		26.1	%		16.2	%		727
2004		612		79.7	%		728		31.7	%		17.6	%		19.4	%		720
2005		760		79.6	%		734		15.9	%		16.6	%		12.0	%		722
2006		569		76.9	%		741		6.7	%		23.2	%		14.0	%		726
2007		581		77.5	%		746		13.4	%		29.1	%		14.9	%		732
2008		300		74.0	%		755		8.8	%		69.9	%		37.0	%		750
2009		186		71.7	%		755		0.0	%		86.3	%		45.5	%		755
2010		182		73.2	%		755		0.0	%		94.8	%		45.1	%		757
2011		117		71.9	%		757		0.0	%		93.5	%		49.3	%		757
Total		$3,787		77.0	%		740		14.7	%		35.4	%		21.1	%		730

(a)	Includes $623.3 million of restricted loan balances.


Permanent Mortgage (Dollars in millions)			Origination Characteristics
Origination Vintage	Period End Balance ^(a)		Avg orig CLTV			Avg orig FICO		% Broker			% TN			% 1st Lien			Avg Refreshed FICO
pre-2004		$152		67.4	%		726		47.1	%		10.1	%		100.0	%		733
2004		10		84.0	%		711		21.9	%		16.7	%		100.0	%		688
2005		52		79.4	%		736		39.1	%		2.8	%		98.9	%		729
2006		98		76.4	%		730		39.3	%		2.0	%		96.6	%		696
2007		274		74.9	%		728		56.5	%		1.1	%		96.1	%		693
2008		294		79.2	%		731		57.0	%		0.6	%		99.9	%		687
Total		$880		77.0	%		729		51.7	%		2.6	%		98.0	%		700

(a)	Includes $42.4 million of restricted loan balances and first lien mortgages recognized through the exercise of cleanup calls for certain proprietary first lien securitization trusts.

The following table reflects accruing delinquency amounts for the credit card and other portfolio classes.

Non-accrual and Past Due Loans. For all portfolio segments and classes, loans are placed 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 principal and interest 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 it continues to receive payments. When a loan is placed on nonaccrual status, accrued interest is reversed through interest income. FHN's policy is that interest payments received on impaired and nonaccrual loans are recognized as a payment of principal. Once all principal has been received, additional payments are recognized as interest income on a cash basis.


	Accruing								Non-Accruing
(Dollars in thousands)	Current		30-89 Days Past Due		90 + Days Past Due		Total Accruing		Current		30-89 Days Past Due		90 + Days Past Due		Total Non- Accruing		Total Loans
Commercial (C&I) :
General C&I		$6,068,266		$28,618		$4,181		$6,101,065		$52,141		$12,844		$51,323		$116,308		$6,217,373
Loans to mortgage companies		1,065,823		174		-		1,065,997		-		-		491		491		1,066,488
TRUPS ^(a)		338,180		-		-		338,180		-		-		83,708		83,708		421,888
Total commercial (C&I)		7,472,269		28,792		4,181		7,505,242		52,141		12,844		135,522		200,507		7,705,749

Commercial real estate:
Income CRE		1,187,094		18,634		256		1,205,984		18,409		8,093		54,197		80,699		1,286,683
Residential CRE		85,823		869		-		86,692		34,874		1,237		18,854		54,965		141,657
Total commercial real estate		1,272,917		19,503		256		1,292,676		53,283		9,330		73,051		135,664		1,428,340

Consumer real estate:
HELOC ^(b)		3,692,346		46,053		22,574		3,760,973		17,098		1,143		7,835		26,076		3,787,049
R/E installment loans		2,086,734		26,275		9,126		2,122,135		13,505		2,919		2,702		19,126		2,141,261
Total consumer real estate		5,779,080		72,328		31,700		5,883,108		30,603		4,062		10,537		45,202		5,928,310

Permanent mortgage^(b)		808,293		31,724		13,205		853,222		8,214		448		18,575		27,237		880,459

Credit card & other
Credit card		198,569		1,816		1,377		201,762		-		-		-		-		201,762
Other ^(c)		91,064		602		71		91,737		5		-		5,040		5,045		96,782
Total credit card & other		289,633		2,418		1,448		293,499		5		-		5,040		5,045		298,544
Total loans, net of unearned		$15,622,192		$154,765		$50,790		$15,827,747		$144,246		$26,684		$242,725		$413,655		$16,241,402

(a)	Includes LOCOM valuation allowance $35.3 million.

(b)	Includes restricted loans.

(c)	Includes OTC and non real estate installment loans.

The following table reflects accruing and non-accruing loans by class on September 30, 2010:


	Accruing								Non-Accruing
(Dollars in thousands)	Current		30-89 Days Past Due		90 + Days Past Due		Total Accruing		Current		30-89 Days Past Due		90 + Days Past Due		Total Non- Accruing		Total Loans
Commercial (C&I) :
General C&I		$5,591,429		$34,956		$2,486		$5,628,871		$117,246		$14,322		$53,740		$185,308		$5,814,179
Loans to mortgage companies		1,091,160		-		-		1,091,160		-		-		1,925		1,925		1,093,085
TRUPS ^(a)		359,339		-		12,500		371,839		-		-		57,883		57,883		429,722
Total commercial (C&I)		7,041,928		34,956		14,986		7,091,870		117,246		14,322		113,548		245,116		7,336,986

Commercial real estate:
Income CRE		1,334,071		30,639		311		1,365,021		26,433		13,330		114,158		153,921		1,518,942
Residential CRE		170,332		2,754		268		173,354		31,715		708		117,948		150,371		323,725
Total commercial real estate		1,504,403		33,393		579		1,538,375		58,148		14,038		232,106		304,292		1,842,667
Consumer real estate:
HELOC ^(b)		4,102,179		59,883		33,707		4,195,769		6,503		1,289		7,045		14,837		4,210,606
R/E installment loans		2,246,631		38,349		13,979		2,298,959		10,943		577		2,428		13,948		2,312,907
Total consumer real estate		6,348,810		98,232		47,686		6,494,728		17,446		1,866		9,473		28,785		6,523,513
Permanent mortgage^(b)		849,345		30,872		23,143		903,360		16,529		3,334		106,735		126,598		1,029,958

Credit card & other
Credit card		187,464		1,982		1,772		191,218		-		-		-		-		191,218
Other ^(c)		102,326		2,217		229		104,772		-		-		30,375		30,375		135,147
Total credit card & other		289,790		4,199		2,001		295,990		-		-		30,375		30,375		326,365
Total loans, net of unearned		$16,034,276		$201,652		$88,395		$16,324,323		$209,369		$33,560		$492,237		$735,166		$17,059,489

(a)	Includes LOCOM valuation allowance $35.6 million.

(b)	Includes restricted loans.

(c)	Includes OTC. All nonaccruing balances reflect OTC.

Troubled Debt Restructurings. 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 without a modification of its debt. Generally, a concession is granted when FHN is no longer expected to collect all amounts due at the original contractual rate subsequent to modification. 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 judgment is required when determining whether a modification is classified as a TDR.

Although each occurrence is unique to the borrower and is evaluated separately, for all classes within the commercial portfolio segment TDRs are typically modified through forbearance agreements (generally 3 to 6 months). Forbearance agreements could include reduced interest rates, reduced payments, release of guarantor, 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 up to 40 years on permanent mortgages and up to 20 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% and term extensions for up to 5 years to pay off the remaining balance. On September 30, 2011 and 2010, FHN had loans classified as TDRs of $259.6 million and $253.7 million, respectively. Additionally, FHN had restructured $72.2 million and $46.3 million of loans held for sale as of September 30, 2011 and 2010, respectively. For restructured loans in the portfolio, FHN had loan loss reserves of $50.0 million, or 19 percent of the recorded investment amount, as of September 30, 2011. On September 30, 2011 and 2010, there were no significant outstanding commitments to advance additional funds to customers whose loans had been restructured.

The following table reflects TDRs occurring during the three and nine months ending September 30, 2011:

The following table reflects TDRs within the previous 12 months for which there was a payment default during the three and nine months ending September 30, 2011. For purposes of this disclosure, FHN defines payment default as generally 30 plus days past due.

Financing receivables modified 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.

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 TDR on nonaccrual status if it is 30 or more days delinquent upon modification. 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.