SCHEDULE 14A
                                 (RULE 14a-101)

                    INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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                              WACHOVIA CORPORATION
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                (Name of Registrant as Specified In Its Charter)


                              SUNTRUST BANKS, INC.
- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement if other than the Registrant)


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THE FOLLOWING FORM LETTER WAS DELIVERED TO SELECTED SHAREHOLDERS OF WACHOVIA
CORPORATION TOGETHER WITH SUNTRUST'S JULY 17, 2001 INVESTOR PRESENTATION
MATERIALS (PRESENTATION MATERIALS PREVIOUSLY WERE FILED WITH THE COMMISSION ON
JULY 17, 2001 PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933).

                      [Letterhead of SunTrust Banks, Inc.]

July 18, 2001



Dear (Mr/Ms) (Last_Name),

I invite your attention to the attached summary of our presentation earlier this
week to Institutional Investor Services (ISS). It updates key elements of our
Wachovia merger proposal and, in particular, provides fresh perspective on why
we believe our proposal is superior to First Union's and a vote against the
First Union merger is warranted.

We have highlighted sections of the presentation that might be of particular
relevance given recent developments.

Please let me know if we can provide additional information or clarification.

Sincerely,

/s/  L. Phillip Humann