Filed by SunTrust Banks, Inc.
                                     Pursuant to Rule 425 under the Securities
                                     Act of 1933 and deemed filed pursuant to
                                     Rule 14a-12 under the Securities Exchange
                                     Act of 1934

                                     Subject Company: Wachovia Corporation
                                     Commission File No. 1-9021

                                     Date: July 16, 2001

        The following letter will be sent to SunTrust shareholders.

Dear Shareholder:

As you may have heard, SunTrust recently announced another quarter of
record earnings. For the second quarter of 2001, net income was $347
million (up 9% from a year earlier) and income per share was $1.19 (up 13%
from a year earlier). Even with a slowing economy, SunTrust has been able
to demonstrate sustained earnings power and healthy prospects for the
future.

It is with an eye on the future that we have undertaken a potential
partnership with Wachovia Corporation. SunTrust has made an offer to
acquire Wachovia that we believe is superior to the proposed merger with
First Union Corporation. We recently began the process of soliciting
proxies from Wachovia shareholders in opposition to the First Union
proposal.

Because this proxy solicitation process is highly visible - and often
adversarial -- I wanted you to hear directly from us about what is taking
place and what it might mean to you. While SunTrust has excellent growth
prospects on its own, we believe the strategic, financial and business
advantages of a SunTrust-Wachovia combination are compelling.

This merger would permit SunTrust to expand into high-growth markets in
North and South Carolina while broadening its strength in existing markets
such as Atlanta, Virginia and South Florida. Moreover, certain market
overlaps would allow us to realize significant efficiencies and
cost-savings almost immediately. In fact, we would expect a
SunTrust-Wachovia combination to add to our cash earnings in the first year
- a rare occurrence in mergers of this size.

If we are successful in this summer's proxy contest, and subsequently enter
into a merger agreement with Wachovia, we will then seek SunTrust
shareholder approval for the proposed transaction. At that time you would
receive the information needed to make an informed decision.

Regardless of the outcome of the Wachovia contest, you should know that
SunTrust has never been better positioned for success. We look to the
balance of 2001 and beyond with enthusiasm and confidence.

Thank you for your investment in our Company.

Sincerely
/s/ L. Philip Humann
L. Philip Humann
Chairman, President and
Chief Executive Officer

On May 14, 2001 SunTrust delivered a merger proposal to the Board of
Directors of Wachovia. Subject to future developments, SunTrust intends to
file with the SEC a registration statement at a date or dates subsequent
hereto to register the SunTrust shares to be issued in its proposed merger
with Wachovia. Investors and security holders are urged to read the
registration statement (when available) and any other relevant documents
filed or to be filed with the SEC, as well as any amendments or supplements
to those documents, because they contain (or will contain) important
information. Investors and security holders may obtain a free copy of the
registration statement (when available) and such other relevant documents
at the SEC's Internet web site at www.sec.gov. The registration statement
(when available) and such other documents may also be obtained free of
charge from SunTrust by directing such request to: SunTrust, 303 Peachtree
Street, N.E., Atlanta, GA 30308, Attention: Gary Peacock (404-658-4753).