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

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
    Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12


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


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


Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


   1) Title of each class of securities to which transaction applies:

________________________________________________________________________________


   2) Aggregate number of securities to which transaction applies:

________________________________________________________________________________


   3) Per unit price or other underlying value of transaction computed pursuant
      to Exchange Act Rule 0-11: (set forth the amount on which the filing fee
      is calculated and state how it was determined):

________________________________________________________________________________


   4) Proposed maximum aggregate value of transaction:

________________________________________________________________________________


   5) Total fee paid:

________________________________________________________________________________

[ ] Fee paid previously with preliminary materials.

________________________________________________________________________________

[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

   1) Amount Previously Paid:

________________________________________________________________________________

   2) Form, Schedule or Registration Statement No.:

________________________________________________________________________________

   3) Filing Party:

________________________________________________________________________________

   4) Date Filed:

________________________________________________________________________________





THE FOLLOWING PROXY ANALYSIS REPORT FROM INSTITUTIONAL SHAREHOLDER SERVICES MAY
BE FURNISHED TO SELECTED WACHOVIA SHAREHOLDERS FROM TIME TO TIME.


[THOMSON FINANCIAL LOGO]


--------------------------------------------------------------------------------
Proxy Analysis:

                                                                  WACHOVIA CORP.

     TICKER: WB

     PROXY CONTEST MEETING: August 3, 2001

     RECORD DATE: June 12, 2001

     SECURITY ID: 2749293 (SEDOL), 2931744 (SEDOL), 4270092 (SEDOL), 5721607
     (SEDOL), 929771103 (CUSIP), 929771AA1 (CUSIP), 929771AB9 (CUSIP), 929771AC7
     (CUSIP), 929771AD5 (CUSIP), 929771AE3 (CUSIP), 929771AF0 (CUSIP), 929771AG8
     (CUSIP), 929771AH6 (CUSIP), 929771AJ2 (CUSIP), 929771AK9 (CUSIP), 929771AL7
     (CUSIP), 929771AM5 (CUSIP), 929771AN3 (CUSIP), 929771AP8 (CUSIP), 929771AQ6
     (CUSIP), 929771AR4 (CUSIP), US9297711031 (ISIN), US929771AN34 (ISIN),
     US929771AQ64 (ISIN), US929771AR48 (ISIN)

--------------------------------------------------------------------------------
                                 MEETING AGENDA
--------------------------------------------------------------------------------
ITEM         CODE                PROPOSALS                 MGT. REC.    ISS REC.
================================================================================
[ ]1         M0405         Approve Merger Agreement          For          FOR
[ ]2         M0201         Elect Directors                   For          FOR
[ ]3         M0101         Ratify Auditors                   For          FOR
--------------------------------------------------------------------------------








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Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555





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--------------------------------------------------------------------------------
                                FINANCIAL SUMMARY
--------------------------------------------------------------------------------
INCOME STATEMENT SUMMARY (amounts in millions except per share data)
--------------------------------------------------------------------------------
                                    1998          1999          2000        ACG*
                                    ----          ----          ----        ----
NET INTEREST INCOME            $2,351.00     $2,470.00     $2,515.00       3.43%

NET INCOME                        874.00      1,011.00        832.00      -2.43%

EPS (BASIC)                         4.26          4.99          4.10      -1.90%

DIVIDEND                            1.86          2.06          2.28      10.72%
--------------------------------------------------------------------------------


------------------------
* Annual Compound Growth
Fiscal Year Ended: December 31
Source: Special Proxy Statement

--------------------------------------------------------------------------------
 PERFORMANCE SUMMARY
--------------------------------------------------------------------------------
                                               1-YEAR      3-YEAR       5-YEAR
                                               ------      ------       ------

TOTAL SHAREHOLDER RETURNS, COMPANY             -11.2%       -7.9%         8.0%

TOTAL SHAREHOLDER RETURNS, INDEX                -9.1%       12.3%        18.3%

TOTAL SHAREHOLDER RETURNS, PEER GROUP           20.1%        7.9%        21.0%


------------------------
Source: Special Proxy Statement

--------------------------------------------------------------------------------

     BUSINESS: Interstate bank holding company

     STATE OF INCORPORATION: North Carolina

     ACCOUNTANTS: Ernst & Young LLP





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Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555





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--------------------------------------------------------------------------------
                          CORPORATE GOVERNANCE PROFILE
--------------------------------------------------------------------------------
GOVERNANCE PROVISIONS
================================================================================

Blank check preferred stock (Charter)

D&O indemnification and liability protection for acts made in good faith

Classified board (Charter)

Director term limits that provide for mandatory retirement at age 67 (Bylaw)

Restrictions on shareholders' ability to remove directors with cause (67%)

No shareholder right to call a special meeting



================================================================================
GOVERNANCE MILESTONES
================================================================================

Adoption of officer and director stock ownership requirements



================================================================================
SEVERANCE AGREEMENTS
================================================================================

Pension parachutes, which provide accelerated pension benefits, triggered by a
change in control

Golden parachute executive severance agreements triggered by a change-in-control



================================================================================
STATE STATUTES: NORTH CAROLINA
================================================================================

Control share acquisition

Fair price provision

Poison pill endorsement


--------------------------------------------------------------------------------



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Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555




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SHAREHOLDER
SERVICES                                                                 PAGE 4
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--------------------------------------------------------------------------------
                                DIRECTOR PROFILES
--------------------------------------------------------------------------------
                                                TERM        DIR.         NO
         NAME               CLASSIFICATION      ENDS       SINCE.       STOCK
================================================================================

NOMINEES

James S. Balloun                  IO            2004        1997

Peter C. Browning                 IO            2004        1997

W. Hayne Hipp                     IO            2004        1991

Lloyd U. Noland III               IO            2004        1997

Dona Davis Young                  IO            2004        2000



CONTINUING DIRECTORS

Leslie M. Baker, Jr.               I            2002        1993

F. Duane Ackerman                 IO            2003        2000

Robert A. Ingram                  IO            2003        1997

George R. Lewis                   IO            2003        1997

Thomas K. Hearn, Jr.              IO            2002        1990

Elizabeth Valk Long               IO            2002        1999

Morris W. Offit                    I            2002        1999

John C. Whitaker, Jr.             IO            2002        1996

John T. Casteen III               IO            2003        1997

George W. Henderson III           IO            2003        1997
--------------------------------------------------------------------------------

     CLASSIFIED BOARD: Yes           CEO AS CHAIRMAN: Yes

     CURRENT NOMINEES: 5             RETIRED CEO ON BOARD: No



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Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555





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-----------------------------------------------------------------------------------------------
                                    COMPOSITION OF COMMITTEES
-----------------------------------------------------------------------------------------------
AUDIT                      TYPE     COMPENSATION          TYPE     NOMINATING             TYPE
-----------------------------------------------------------------------------------------------
                                                                           
F. Duane Ackerman           IO      Peter C. Browning      IO      Peter C. Browning       IO
Elizabeth Valk Long         IO      Robert A. Ingram       IO      Robert A. Ingram        IO
John T. Casteen III         IO      John C. Whitaker, Jr.  IO      John C. Whitaker, Jr.   IO
George W. Henderson III     IO
-----------------------------------------------------------------------------------------------



     COMMITTEE NAME ASSIGNED BY COMPANY:

     AUDIT: Audit Committee
     COMPENSATION: Management Resources and Compensation Committee
     NOMINATING: Corporate Governance and Nominating Committee















================================================================================
Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555





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--------------------------------------------------------------------------------
                                 EQUITY CAPITAL
--------------------------------------------------------------------------------
TYPE                 VOTES PER SHARE            ISSUED            AUTHORIZED

Common stock              1.00               203,362,336         1,000,000,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OWNERSHIP - COMMON STOCK                  NUMBER OF SHARES        % OF CLASS
--------------------------------------------------------------------------------
Officers & Directors                         2,269,640               1.12

Institutions                               109,897,006              54.04
--------------------------------------------------------------------------------

------------------------
As of: June 12, 2001
Sources: Special Proxy Statement, Bloomberg Business News



[ ]  ITEM 1: APPROVE MERGER AGREEMENT

     PROXY CONTEST

     Wachovia Corp. has agreed to combine with First Union Corp. in a merger of
     equals (MOE) that would create the fourth-largest bank in the nation. At
     Wachovia's upcoming special meeting, shareholders are being asked to
     approve the merger, which management touts as immediately accretive and
     allowing shareholders to hold stock in a new entity that will be
     well-poised to excel in the today's evolving financial services market.

     In May, however, Wachovia's pending nuptials with First Union were
     disrupted by an interloper in the form of longtime Wachovia suitor SunTrust
     Banks, Inc. Long considered the most natural partner for Wachovia, SunTrust
     held merger discussions with Wachovia as recently as December 2000,
     although those talks ended without result. Following the surprise
     announcement of the Wachovia-First Union transaction, SunTrust on May 14,
     2001, made a competing proposal, offering to acquire Wachovia in a $14.7
     billion stock swap. Based on the value of SunTrust's shares on the date of
     SunTrust's hostile announcement, its offer represented a 16.7-percent
     premium over the then-present value of the First Union transaction.

     Wachovia's board and management have recommended the First Union merger to
     shareholders, who will vote on the transaction at the company's special
     meeting. SunTrust, however, is soliciting Wachovia shareholders to vote
     against the merger. The



================================================================================
Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555




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     transaction requires the approval of a majority of Wachovia's outstanding
     common stock. As of June 12, 2001, Wachovia's officers and directors owned
     1.2 percent of the shares entitled to vote.

     BACKGROUND - DISCUSSIONS

     The current merger results from a periodic review of Wachovia's strategic
     alternatives that picked up steam in 2000. After years of periodic
     discussions with SunTrust about a possible "Coke and smoke" deal (alluding
     to Wachovia's and SunTrust's respective relationships with Philip Morris
     Capital Corp. and Coca Cola Co., respectively), the board in 2000 decided
     that while the company should continue to pursue its ongoing operating
     strategy, it should also examine the possibilities relating to a possible
     merger with either of First Union and SunTrust.

     Unsurprisingly, given the companies' long familiarity with one another, the
     SunTrust discussions appear to have enjoyed the early momentum. In December
     2000, Wachovia and SunTrust engaged in serious discussions on a range of
     issues relating to a possible MOE of those two companies. In that
     transaction, SunTrust was to issue about 1.03 of its shares for each
     Wachovia share outstanding. L.M. "Bud" Baker, Wachovia's CEO and chairman,
     was to serve as the combined company's first CEO until 2002, and would have
     remained chairman until 2003.

     During the SunTrust discussions, Wachovia's management apparently made
     periodic reports to and consulted with the Executive Committee of the
     board, which consists of three independent directors and Mr. Baker himself.
     In mid-December, however, Mr. Baker and executive management informed the
     Executive Committee that they had terminated discussions with SunTrust.
     Management states that it had become increasingly concerned about negative
     trends in SunTrust's core earnings and, in particular, with SunTrust's
     "decentralized" operational model, which stands in stark contrast to
     Wachovia's own. The company's operating differences were particularly
     meaningful in the wealth and asset management business, which Wachovia had
     identified as a key driver for strategic growth. Whereas SunTrust's
     business was organized along geographical divisions, Wachovia felt that
     operations should be organized around particular products and services.
     Wachovia management apparently began to feel that the MOE that the two
     parties had originally contemplated was increasingly taking on the feel of
     an acquisition that would subvert Wachovia's core strategic objectives;
     therefore, on Dec. 14 Wachovia cancelled additional due diligence and ended
     discussions. Mr. Baker and management subsequently communicated their
     decision to Wachovia's board via telephone, and described their reasons for
     terminating discussions.

     The end of the SunTrust discussions gave added momentum to talks with First
     Union that had begun in late 2000, and led to a progressively more involved
     series of discussions


================================================================================
Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555



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     through the early part of 2001. In the last stages of a restructuring that
     involved shedding non-core and money-losing operations and that management
     says is now complete, First Union offered Wachovia a tempting opportunity
     to bolster its position in the high-margin, high-growth asset management
     industry. In April, as the board was deliberating on final details of the
     proposed First Union merger, Mr. Baker and his CFO, Robert McCoy, received
     phone calls from their counterparts at SunTrust indicating that company's
     continued interest in doing a deal with Wachovia. At Wachovia's board
     meeting on April 15, 2001, Mr. Baker communicated the details of the
     SunTrust contacts to his board, which then unanimously approved the First
     Union merger agreement.

     One month later, SunTrust announced its unsolicited acquisition proposal
     and declared its intention to solicit proxies against the First Union
     merger. Wachovia's board held another series of meetings to consider
     SunTrust's offer, and on May 22, 2001, rejected the SunTrust proposal and
     reaffirmed its commitment to the First Union offer. This time, however, the
     vote was not unanimous. One director, Morris Offit, the CEO of Wachovia's
     asset management subsidiary, voted in favor of the SunTrust transaction.
     Mr. Offit contended that he and his fellow directors had lacked important
     information about SunTrust's interest at the time of the April vote to
     approve a merger with First Union.

     AMENDMENTS TO THE MERGER AGREEMENT

     With the announcement of SunTrust's active campaign to break up the
     Wachovia-First Union merger, various aspects of the pending deal have come
     under close scrutiny and, in some cases, criticism. To address certain
     critiques leveled against their merger agreement, Wachovia and First Union
     have announced three material amendments to their merger agreement over the
     past two months:

     On May 21, 2001, the companies adopted a change to the dividend payable to
     Wachovia shareholders after the merger. The amendment retained the
     provision for a one-time special dividend of $0.48 per Wachovia share to be
     paid at closing, but added an alternative mechanism by which Wachovia
     shareholders would receive special preferred shares in lieu of the one-time
     dividend. The preferred shares are designed to preserve Wachovia's $2.40
     per share current dividend.

     The companies also announced that Mr. Baker had chosen to forego a planned
     enhancement of his retirement package, which would have paid about an
     additional $500,000 per year for life to Mr. Baker and his wife after his
     retirement. Mr. Baker now will retain the same pension benefits as he has
     at Wachovia, worth approximately $1.6 million per year for life.

     Finally, on May 29, 2001, the companies amended certain lock-up options
     they had exchanged to provide that the options could be exercised only with
     cash, readily


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Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555





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     marketable debt securities, or preferred stock with a fair market value
     equal to the exercise price of the options. SunTrust had argued that First
     Union could pay the exercise price of its option with distressed assets
     that could have had an adverse impact on Wachovia's value for another
     buyer. The companies also clarified that the maximum value either could
     realize via the exercise of the lock-up options is $780 million.

     LITIGATION AND LEGISLATIVE ACTIVITY

     Two other events in the history of this transaction bear attention. First,
     on June 4, 2001, SunTrust submitted a proposal to amend Wachovia's bylaws
     and allow shareholders to call special meetings. This was intended to open
     the door to calling a special meeting and electing dissident nominees to
     Wachovia's board if the First Union transaction was rejected and Wachovia
     continued to spurn SunTrust's offer. However, First Union effectively
     foreclosed the special meeting recourse by successfully lobbying the North
     Carolina legislature to change the law governing special meetings. Now,
     only a company's articles of incorporation may permit shareholders to call
     special meetings. The articles cannot be amended except with the consent of
     the board.

     Second, the North Carolina business court was recently asked to adjudicate
     the legality of the Wachovia-First Union lock-up options and the provision
     that precludes Wachovia from entering another agreement until January 2002.
     A key issue in the litigation was the question of whether Wachovia's board
     was fully informed when it approved the First Union agreement. Recently,
     the court affirmed the lock-up option but struck down the January 2002
     lock-up period, opening the door for Wachovia to enter another agreement if
     the First Union merger is defeated.
















================================================================================
Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555






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--------------------------------------------------------------------------------
                               TRANSACTION SUMMARY

     ACQUIRER: First Union Corp.
     TARGET: Wachovia Corp.
     TERMS: 2.0 shares of First Union common stock per Wachovia share
     VALUE OF TRANSACTION: Approximately $14.7 billion, or $70 per share based
     on First Union's current price
     FAIRNESS OPINION: Credit Suisse First Boston and Goldman Sachs
     ACCOUNTING TREATMENT: Purchase
     TAX STATUS: Tax-free to shareholders (see discussion below)
     WALKAWAY RIGHTS: Either party may terminate the merger if the transaction
     has not closed by Jan. 16, 2002. Although the original terms of the merger
     agreement provided that Wachovia could not do another deal before that
     time, even if its shareholders rejected the merger, a North Carolina court
     has struck down that provision.
     LOCK-UP PROVISION: The companies have exchanged stock options entitling
     each company to purchase up to 19.9 percent of the other's outstanding
     common stock at $59.482 per Wachovia share and $31.892 per First Union
     share, respectively. The options are only exercisable under certain
     circumstances and are intended to deter competing offers. The maximum
     profit that either party may realize via the exercise of the options is
     $780 million. At present, if First Union's option were triggered, it would
     be entitled to receive the maximum profit of $780 million.
     DISSENTERS' RIGHTS: Yes
--------------------------------------------------------------------------------

     PRO FORMA OWNERSHIP: As a result of the merger, Wachovia shareholders will
     in aggregate own approximately 30 percent of the combined company's common
     stock, while First Union shareholders will retain the other 70 percent.

     MANAGEMENT: The board will be evenly split between designees of the two
     companies, with Wachovia and First Union each naming nine directors to an
     18-member board. Ken Thompson, First Union's chairman and CEO, will serve
     as CEO and president of the combined company. Mr. Baker, Wachovia's
     chairman and CEO, will serve as the combined company's executive chairman
     until 2004, when he step down in favor of Mr. Thompson.

     PRO FORMA FINANCIAL SUMMARY: The combined company would have had net
     interest income of $7.4 billion and net income of $92 million,
     respectively, for the year ended Dec. 31, 2000. As of March 31, 2001, New
     Wachovia would have had total assets of $245.5 billion, net assets of $15.8
     billion, net loans of $119.9 billion, and deposits of $137.3 billion.
     Management believes that the transaction will be accretive to cash
     operating earnings per share beginning in 2002.





================================================================================
Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555





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     The following table lists historical and pro forma financial information
     for Wachovia. The pro forma data assume an exchange ratio of 2.0 shares of
     First Union for each share of Wachovia

                                                                    PRO FORMA
                                           HISTORICAL               EQUIVALENT
                                           ----------               ----------
     EARNINGS PER SHARE:*                  $4.10                    $0.52
     DIVIDENDS PER SHARE:*                 $2.28                    See below
     BOOK VALUE PER SHARE:**               32.64                    $30.89
     *For the year ended Dec. 31, 2000
     **As of March 31, 2001

     Shareholders should note that the merger agreement provides two dividend
     alternatives, designed to allow shareholders to preserve their existing
     2001 dividend of $2.40 per Wachovia share. Under the first option,
     shareholders will receive 2.0 shares of First Union common stock and will
     receive the standard annual dividend on those shares, currently $0.96 per
     share, plus a one-time special dividend of $0.48 per share, paid in cash at
     the time of closing. Shareholders will therefore receive a total of $2.40
     in dividends this year, and in ensuing years will receive standard
     dividends on First Union's common stock. The special dividend will be
     taxable to shareholders.

     The second dividend option allows shareholders to receive shares of
     "dividend equalization" preferred stock (DEPs) in addition to their First
     Union common stock. The DEPs will pay a variable dividend sufficient to
     make the total dividend paid to former Wachovia shareholders equal to $2.40
     per Wachovia share until such time as the standard First Union common stock
     dividend equals $1.20 per share (at a 2.0 exchange ratio, equivalent to
     $2.40 per Wachovia share). At that time, the DEPs will retire.

     VALUE OF OFFER: Based on First Union's current price, the offer price is
     approximately $70.00 per share, or a premium of 16.3 percent over the
     closing price of Wachovia's common stock on the last trading day prior to
     the merger announcement. The offer price represents a 5.6-percent premium
     based on Wachovia's average closing price for the five-day period beginning
     60 days prior to the announcement.

     FAIRNESS OPINION: Credit Suisse First Boston (CSFB)and Goldman Sachs,
     Wachovia's financial advisors, determined that the transaction was fair to
     shareholders from a financial point of view.

     ANALYSES PERFORMED: Among other analyses, the advisors performed discounted
     cash flow analysis, a review of merger premiums in comparable transactions,
     comparable company analysis, contribution analysis, and precedent
     transaction analysis.



================================================================================
Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555




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     METHOD                                  VALUE                 OFFER PRICE

     Discounted cash flow - $ per Wachovia share
        CSFB                            $59.47 to 67.29            within range
        Goldman Sachs                  $51.82 to $81.47            within range

     Contribution analysis - Implied exchange ratio
       Goldman Sachs                    1.50 to 2.24x              within range

     Comparable transactions (MOEs) - Implied premiums
       CSFB                             -2% to 21%                 within range
       Goldman Sachs                     0% to 13%                 within range

     ASSUMPTIONS: In conducting its discounted cash flow analysis, Goldman Sachs
     used discount rates ranging from 11 to 13 percent and 2006 terminal price
     to earnings multiples ranging from 9x to 13x. CSFB used an 11 percent
     discount rate and terminal value multiples from 10 to 12x.

     PAYMENT TO FINANCIAL ADVISOR: Wachovia has agreed to pay CSFB $30 million
     for advisory services related to the merger, $20 million of which is
     contingent upon consummation of the transaction. CSFB acted as Wachovia's
     lead advisor in connection with the merger, and has provided paid advisory
     services to the company in the past. Goldman Sachs was retained to provide
     an additional opinion upon the receipt of SunTrust's unsolicited
     acquisition proposal on May 14, 2001. Wachovia will pay Goldman Sachs an
     opinion fee of $5 million, plus an additional fee of $15 million upon the
     acquisition of any party of at least 50 percent of Wachovia's stock.
     Goldman Sachs has provided investment banking services to both First Union
     and Wachovia in the past.

     CONFLICT OF INTERESTS OF OFFICERS AND DIRECTORS: Certain officers and
     directors may receive benefits from the merger that could conflict with the
     interests of shareholders, including contracts for continued employment
     with the combined company, bonuses, or severance payments. Mr. Baker will
     receive an annual salary of at least $1 million per year for the duration
     of his service as chairman of the combined company. In addition, Wachovia
     officers and directors will be eligible receive up to $70 million in
     severance benefits and supplemental retirement payments upon consummation
     of the merger. The severance benefits will become payable if the covered
     officers' employment terminates within three years of closing.

     COMPARATIVE SHAREHOLDER RIGHTS: If the merger is consummated, Wachovia
     shareholders will receive First Union common stock and therefore will be
     subject to that company's corporate governance provisions. Although both
     institutions are incorporated in North Carolina, there are certain
     differences in the charters and bylaws of the two




================================================================================
Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555




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SHAREHOLDER
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     companies that could have a significant impact on shareholders' rights. The
     salient differences in shareholder rights between the two companies are
     listed below:

                        CERTIFICATE AND BYLAW DIFFERENCES



    WACHOVIA                                                        WACHOVIA - FIRST UNION COMBINED
    --------                                                        -------------------------------
                                                                
    o Covered by North Carolina's control share                     o Opts out of North Carolina's control share
    acquisition statute, which denies voting rights to shares       acquisition statute
    acquired in excess of specified thresholds

    o Fair price provision requiring supermajority                  o No fair price provision
    approval of certain mergers with 10% shareholders

    o Shareholders may remove directors only for cause and          o Shareholders may remove directors only for cause,
    with 66.7% shareholder vote requirement.                        by simple majority vote.

    o No special director vote provisions                           o Supermajority (75%) board vote needed to remove Mr.
                                                                    Baker from the chairmanship or Mr. Thomson from CEO
                                                                    position, to modify Mr. Baker's or Mr. Thompson's employment
                                                                    agreements, or to change director nominating procedures

    o No poison pill                                                o Poison pill with 10% threshold












================================================================================
Wachovia Corp. o July 23, 2001       (Copyright) 2001, Institutional Shareholder
Ram Kumar, Senior Analyst                              Services
                                                       Phone: 301/545-4555





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SHAREHOLDER
SERVICES                                                                 PAGE 14
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     ANALYSIS

     In evaluating the First Union-Wachovia position in this contest, ISS met
     with Messrs. Baker and Thompson and their respective management teams. In
     addition, we spoke with five of Wachovia's independent directors to assess
     the board's role in approving the merger with First Union. On SunTrust's
     side, we met with Phil Humann, chairman and CEO of the company, and the
     senior management team of SunTrust.

     On balance, we believe that Wachovia shareholders would be best served
     voting in favor of the pending First Union transaction. In our judgment,
     SunTrust has failed to make a sufficient case for rejecting the proposed
     deal on any of the three substantive questions facing Wachovia
     shareholders: First, is the short-term economic premium offered by the
     SunTrust deal sufficiently attractive to reject the First Union merger? In
     the alternative, is a Wachovia-SunTrust combination demonstrably more
     attractive than the First Union merger from a longer-term, strategic
     perspective? And finally, is the First Union deal irreparably tainted by
     process irregularities or governance improprieties that require redress and
     therefore compel the merger's rejection? Because we answer each of these
     questions in the negative, we conclude that shareholders should affirm the
     recommendation of Wachovia's board and management and support the MOE.


     IMMEDIATE ECONOMIC PREMIUM

     From day one, the central pillar of SunTrust's competing bid has been the
     premium it offers Wachovia shareholders over and above the value of the
     First Union MOE. Based on SunTrust and First Union's respective closing
     prices on the last day of trading before SunTrust's May announcement,
     SunTrust's offer represented a premium of 17 percent to the First Union
     deal price (this figure excludes the one-time special dividend payable to
     Wachovia shareholders in the MOE). This meant that on the day of closing,
     SunTrust's proposed deal would have given Wachovia shareholders $10.02 more
     per share than the First Union MOE, reflecting an aggregate difference of
     $2.1 billion between the two transactions.

     As both of the would-be mergers are all-stock affairs, however, the
     difference, or "spread" between the two transactions has fluctuated on a
     daily basis with the movements of the First Union and SunTrust stock
     prices. SunTrust has not benefited from these movements--in the first week
     after SunTrust's unsolicited proposal, the spread had narrowed to 6.5
     percent (based on the average closing prices of First Union and SunTrust
     shares during that week) as investors hedged against the expectation that
     Mr. Humann would be compelled to sweeten his price in order to prevail.
     Furthermore, this narrowed spread has proved hard to budge--notwithstanding
     Mr. Human's periodic remonstrations


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     that SunTrust will not add to the pot, the spread has lingered in the low
     single digits for much of the past two months (during the five weeks from
     June 11 through July 13, 2001, the average weekly spreads ranged from 1.0
     percent to 2.1 percent). Only SunTrust's most recent proclamation that it
     will stand pat, arriving a mere two weeks before Wachovia's meeting, has
     finally compelled the market to react. After Mr. Humann emphatically
     promised to stand firm in "read my lips" fashion on Monday, July 16,
     SunTrust's stock enjoyed two up days, widening the spread to 6.6 percent by
     the market's close on Wednesday.

     As of July 20, the last day of trading prior to release of this report, the
     spread stood at 6.2 percent. SunTrust maintains that this difference is
     sufficient to compel voting against the MOE, so that Wachovia may field
     higher premium offers from a host of interested parties that will
     presumably continue to include both First Union and SunTrust. Based on two
     factors, however, we are not convinced by SunTrust's argument. First, it is
     not clear how sustainable even today's modest spread really is.

     While SunTrust argues that recent strength in its stock price is the result
     of investor confidence that the company will not "overpay" for Wachovia, it
     is equally possible that investors have concluded that SunTrust will not
     "pay" anything at all--that is, that SunTrust's failure to sweeten its
     offer has doomed its bid for Wachovia. If the latter scenario is correct,
     one can assume that SunTrust's stock (and, correspondingly, the premium)
     will come under pressure again if the First Union deal is rejected and
     SunTrust reemerges as an buyer. Indeed, given the bidding war that SunTrust
     predicts would follow a vote against the MOE, it is hard to imagine how
     SunTrust's stock would not suffer such pressure again.

     While it is impossible to ascertain with certainty the reasons behind last
     week's spread movements, SunTrust's recent stock price movements appear to
     support the suggestion that shareholders have written SunTrust's proposal
     off. On Tuesday, when the pending North Carolina ruling still proffered
     hope for a SunTrust victory, SunTrust's price dipped, and by contrast,
     after the Friday morning ruling rejected SunTrust's bid to strike down the
     lock-up options, SunTrust's price rebounded. We believe it is fair to
     conclude that a rejection of the First Union merger would likely push
     SunTrust's stock price down, though the magnitude of any such change is not
     determinable.

     Is the uncertain prospect of a six- to seven-percent premium worth casting
     away the "bird in the hand," then? If Wachovia were truly selling itself,
     perhaps the answer would be yes--in a sale, dollars per share is (arguably)
     the only important consideration, and even another $1.00 per share is worth
     pursuing. The record of the last several months, however, confirms what
     Wachovia told ISS directly--the bank is not "for sale," and the board does
     not feel that an auction of the company is either necessary or warranted at
     this time. Indeed, Wachovia's December 2000 negotiations with SunTrust
     contemplated a MOE


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     transaction, not an acquisition of one company by the other. In that
     respect, the December 2000 transaction was similar to the present First
     Union deal. While MOEs are notoriously hard to define--MOE is more a term
     of art than a scientific description--it appears fair to conclude that
     Wachovia has all along sought something more along the lines of a
     "strategic partnership"--a transaction designed to enhance Wachovia's
     market position, growth potential, and operating strategy, and thereby
     generate long-range shareholder value--than a one-time sale designed to
     maximize immediate shareholder returns. In this light, the board's decision
     to demur on a SunTrust bid that offers marginally greater immediate value
     but (in Wachovia's judgment) less long-term potential seems plainly
     justifiable.

     LONG-TERM STRATEGIC MERITS

     Since the First Union and SunTrust deals are both denominated in stock,
     Wachovia shareholders will continue to hold an equity stake in the combined
     company. This fact occasions an additional evaluation of which possible
     combination--Wachovia-First Union or Wachovia-SunTrust--offers more
     attractive prospects as a continuing, long-term investment.

     As an initial matter, SunTrust faces a difficult hurdle here. SunTrust has
     taken upon itself the formidable task of arguing the strategic superiority
     of Wachovia-SunTrust when all that we have to judge either deal is each
     management team's respective (1) past results and (2) future projections.
     Both of these measures are notoriously imperfect predictors of actual
     future performance, so arriving at a definitive winner on this point is
     difficult absent one party or the other's relying on grossly untenable
     claims. The burden of proof is clearly SunTrust's, however; since there is
     little reason for shareholders to reject the pending merger and disrupt the
     progress made to date if SunTrust cannot demonstrate a material difference
     between its merger and First Union's.

     First Union and SunTrust trade broadsides on a myriad of points. Each
     argues that integrating Wachovia will be problematic for the other. First
     Union points out that Wachovia will be a huge acquisition for
     SunTrust--bigger than any other buy in SunTrust history--and argues that
     integration will be even more problematic in the wake of a "hostile"
     acquisition in which Wachovia management would not be available to
     significantly aid the process. Wachovia's board and management also note
     that SunTrust plans to adopt Wachovia's computer and data systems rather
     than retaining its own--this conversion process, Wachovia argues, would
     entail additional risks. For its part, SunTrust points to First Union's
     checkered acquisition history, most notably First Union's 1998 acquisition
     of CoreStates Financial Corp. Continuing problems at CoreStates forced
     First Union to repeatedly lower earnings expectations in 1999, cutting
     First Union's stock price in half that year. SunTrust also points out that
     a combined Wachovia-First Union would expect to close about 300 branches
     and cut 7,000 positions--numbers about double what


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     SunTrust projects should it prevail. The size and scope of such cuts, in
     SunTrust's view, are proportionate to the risks involved.

     The combatants also exchange a fusillade of financial data, ratios, and
     projections, each striving to land the GAAP equivalent of a knockout blow
     to the other's transaction. First Union and Wachovia point to the higher
     cost savings they project from their combination ($890 million annually
     beginning in 2004, versus SunTrust's $500 million projection for its
     proposed deal) to argue the superiority of their offer. This is the
     flip-side of the integration issue that cuts SunTrust's way--because First
     Union and Wachovia have much more geographic overlap, there is more room to
     close branches, decrease staffing, and cut costs. Wachovia also avers that
     First Union offers greater strength in the high-growth asset management
     business that Wachovia's board has identified as a key to future growth.
     First Union's trust and asset management business has grown revenues at a
     compound annual rate of 28 percent since 1999, according to Wachovia's
     calculations, versus a 1.2-percent decline in SunTrust's comparable
     businesses over the same span. SunTrust rejoins by pointing to First
     Union's uneven history--over the last five years, First Union has taken
     over $7 billion in special charges, primarily due to the company's recent
     restructuring efforts. SunTrust's stock has crushed First Union's in
     shareholder returns, yielding a five-year return of over 100 percent versus
     First Union's 35 percent.

     At the end of the day, it is hard to pick a winner and a loser from the
     respective sides in the strategic synergies debate. Neither company's
     projections of earnings growth, dividends, and cost savings are clearly
     untenable, and reasonable investors can fairly believe either or both
     parties' projections. Furthermore, while First Union's experience with
     CoreStates is sobering, First Union has since undergone a restructuring
     under its new CEO, Ken Thomson, and appears to have learned from the
     lessons of the previous transaction. Indeed, First Union repeatedly
     stressed to ISS the difference between its purchase of CoreStates, which
     was consummated at too high a price, and the low-premium merger of equals
     with Wachovia. First Union plans to integrate Wachovia over three years, in
     contrast with the accelerated timetable that was forced on the company in
     the CoreStates example.

     In sum, both Wachovia-First Union and Wachovia-SunTrust would have unique
     strengths and weaknesses, but it is far from clear that one transaction is
     a "sure thing" and the other a sure loser. How to choose between the two
     transactions, then? Traditionally, such tough decisions are made by the
     board and management, who generally know far more about the company than
     most shareholders and who spend far more of their time preparing to make
     such a decision. Indeed, one of the fundamental reasons for hiring
     professional management and retaining experienced directors is to retain on
     shareholders' behalf the expertise to help choose among various strategic
     alternatives, more than one of which may have merit. According to Wachovia
     and First Union, it is exactly such a decision that


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     Wachovia's board has made--after exhaustively considering the pros and cons
     of deals with both SunTrust and First Union, the board decided on the
     latter.

     CORPORATE GOVERNANCE AND PROCEDURAL ISSUES

     The third prong of SunTrust's argument attacks exactly on this front--the
     determination first by Wachovia's management, then by the board, that the
     company should merge with First Union rather than SunTrust. Maintaining
     that Wachovia's decision-making process was irreparably tainted, first by
     management's conflicts of interest, then by the board's ignorance of or
     indifference to material facts, SunTrust argues that Wachovia's
     shareholders should veto the MOE and remand the issue for reconsideration
     by the board.

      The most significant of SunTrust's contentions--certainly, the allegation
     that, if confirmed, would almost single-handedly compel shareholders to
     reject the First Union merger, whatever its merits--is the assertion that
     Wachovia's board was denied important facts that would have influenced its
     decision to merge with First Union had such facts been disclosed. SunTrust
     relies substantially on the testimony of Mr. Offit, the only Wachovia
     director who dissented from the board's May rejection of SunTrust's
     unsolicited bid. In deposition testimony offered at the North Carolina
     judicial proceeding last week, Mr. Offit maintained that neither he nor
     most of the other independent directors were ever made aware of the
     financial terms of the SunTrust deal that was discussed in December 2000.
     Nor, for that matter, were any board members other than a select coterie of
     directors comprising Wachovia's Executive Committee, and perhaps one or two
     others, given any forewarning of the pending termination of discussions
     with SunTrust in December. Instead, they were given only after-the fact
     notice that talks had been ended by Mr. Baker for reasons relating to basic
     incompatibilities of the two institutions' operating strategies. SunTrust
     also points out that the independent directors were never shown certain
     reports, prepared by Wachovia's investment bankers, which weighed the
     relative strengths and weaknesses of combinations with SunTrust and First
     Union and whose conclusions, SunTrust maintains, would have caused the
     board to regard a combination with SunTrust more favorably.

     Operating without material knowledge of the value of SunTrust's December
     2000 offer, then, Wachovia's board was physically incapable of making an
     informed decision when it approved the First Union deal in April 2001.
     SunTrust avers that although Wachovia's directors were informed of Mr.
     Humann's phone call to Mr. Baker on the day before they met to approve the
     deal, the directors could not properly interpret that call absent the
     proper context in which to place it. Specifically, if SunTrust had made an
     offer in December, been rejected, and subsequently called Mr. Baker seeking
     to reopen discussions in April, it stands to reason that SunTrust would be
     willing to add value to its original proposal. Without knowing the terms of
     the December deal, however, Wachovia's board


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     was unaware of the potential value of the SunTrust alternative when it
     signed off on the First Union merger in April 2001.

     SunTrust also argues that Wachovia's board was not adequately informed of
     Mr. Baker's compensation arrangements under the First Union deal, including
     the since-retracted package of retirement benefits, nor of the operation of
     the lock-up options, which translated to a break-up fee substantially above
     the industry norm that would become payable to First Union if Wachovia
     backed out of the MOE. Based on these factors, SunTrust maintains that
     Wachovia's board cannot have made a reasoned choice between SunTrust and
     First Union, and its decision deserves no deference from shareholders
     accustomed to relying on directors' best judgment.

     Because of the significance we attach to the questions of what the board
     knew and when it knew it, ISS waited for the North Carolina court's ruling
     to inform our evaluation of this issue. Based on its review of deposition
     transcripts and other factual records that were not available to ISS, the
     court found that Wachovia's board was "an informed, independent, fully
     functional, intelligent, engaged and knowledgeable board." This conforms
     with what we were told by the five independent Wachovia directors we were
     able to interview, all of whom assured us that they were aware of the
     "financial terms" contemplated by the December 2000 transaction and of the
     material provisions of the First Union merger agreement executed in April
     of this year. Therefore, we are unable to conclude that Wachovia's board
     was as starved for information as SunTrust alleges, solely on the basis of
     the testimony of one dissenting director.

     SunTrust urges that shareholders hold Wachovia's board to a higher standard
     than did the court. Even if the board acted "legally," in the court's view,
     it may not have acted with enough information or sufficient diligence to
     warrant knee-jerk support by Wachovia's shareholders. We are sympathetic to
     this argument--certainly, many practices that are decidedly adverse from a
     corporate governance standpoint are nonetheless legal. However, we
     ultimately cannot conclude that Wachovia's board was so uninformed as to
     call its judgment into question. Although Mr. Baker and his board may not
     have lived up to the ideal of "perfect governance" over the past several
     months (prudence may have counseled the appointment of an independent
     committee of directors to consider the company's alternatives, and it
     certainly would not have hurt to engage the directors more actively during
     the December discussions with SunTrust instead of merely providing an
     "after-the-fact" accounting of the talks) it appears clear that Wachovia's
     board had at hand enough of the facts to make a reasoned decision to
     proceed with First Union in April 2001. The board knew that management had
     held in-depth talks with SunTrust in December, knew the reasons for the
     cancellation of those talks, and knew that Mr. Humann had called Mr. Baker,
     obviously in the hopes of renewing merger discussions, the day before it
     approved the First Union combination. Furthermore, given Mr. Baker's
     reasons for ending the SunTrust discussions, it is not surprising that the
     board may have regarded even the


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     prospect of a mildly sweetened price as not sufficiently attractive to
     warrant delaying the deal with First Union and renegotiating with an
     inferior strategic partner. We conclude that Wachovia's board was
     adequately informed when it made its decision, and that its decision
     appears supportable given the fact that the company was seeking a long-term
     strategic partner rather than a one-time sale at a moderate premium.

     Finally, SunTrust takes aim at several other facets of the First Union
     transaction that may cause concern from a governance perspective. Most
     provocatively, Wachovia commiserated with First Union in lobbying the North
     Carolina legislature to bar bylaw provisions allowing shareholders to call
     special meetings. This successful effort not only made it impossible for
     Wachovia's shareholders to call a special meeting if the present merger is
     rejected, thereby denying SunTrust an important recourse if Wachovia's
     board adopted a "just say no" defense to its bid, but also expropriated the
     rights of shareholders of every company in the state of North Carolina.
     SunTrust also points to the value of the lock-up option Wachovia gave to
     First Union, which at $780 million, or about six percent of the deal value,
     represents perhaps an all-time high for banking mergers. The value of such
     an option must be effectively paid by any third-party acquirer of Wachovia,
     and therefore reduces a third party bidder's offer by a corresponding
     amount. Other targets of SunTrust's ire include a lock-up provision that
     prohibited Wachovia from doing a deal with another party, even if the
     merger is rejected, until January 2002 (which was struck down by the North
     Carolina court last week), a provision that originally allowed the exercise
     price of the option to be paid in the form of distressed loans or other
     undesirable assets (this provision was subsequently amended by Wachovia and
     First Union after criticism from the street), and a boost to Mr. Baker's
     retirement package that was also repealed after investor complaints.

     While we share SunTrust's dissatisfaction with the North Carolina law
     change and sympathize with its suspicion of overly severe lock-up
     arrangements, we do not believe that these governance transgressions
     warrant rejecting the First Union merger. While the management of Wachovia
     and First Union arguably deserve their share of finger wagging, it is not
     in shareholders' best interests to vote down an important strategic
     transaction--likely, the most important strategic transaction in Wachovia's
     history--merely in order to signal displeasure with certain governance
     missteps that have had no evident impact on shareholders' ability to vote
     on the current deal (notwithstanding the value of the lock-up option, for
     instance, SunTrust is still at the table with its bid today). Furthermore,
     Wachovia has taken steps, albeit belatedly, to redress some of the problems
     listed above, amending Mr. Baker's retirement package and the terms of the
     lock-up option. Wachovia and First Union have also committed to provide
     shareholders of the combined company the right to call special meetings,
     and Wachovia has promised to amend its certificate to confer such a right
     on shareholders at next year's annual meeting if the First Union merger is
     rejected. While only half-steps, these measures offer some hope that the
     board's more aggressive efforts to "lock up" the First Union deal were
     merely the product of temporary


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     over-enthusiasm for a combination First Union rather than a reflection of a
     more enduring indifference to principles of good governance.

     CONCLUSION

     We conclude that the merger agreement executed by Wachovia and First Union
     deserves shareholder support. While the competing SunTrust offer represents
     a modest premium to the value of a merger with First Union, we do not
     believe that a mere six percent extra per share paid in stock, a far more
     volatile currency than cash, can offset the compelling strategic rationale
     cited by Wachovia's management for combining with First Union. Furthermore,
     the weight of the evidence suggests that Wachovia's board was adequately
     informed when it approved the MOE agreement. In the absence of a proposal
     that offers a substantial short-term premium or a clearly more compelling
     strategic position than does the First Union deal, therefore, we believe
     that shareholders are best served trusting the judgment of their directors,
     of whom 13 (of 15) are independent.

     We recommend a vote FOR Item 1.


[ ]  ITEM 2: ELECT DIRECTORS

     Wachovia Corp. classifies its 15 directors into three director classes.
     This proposal seeks election of five directors for three-year terms
     expiring in 2004. Dona Davis Young is a new director nominee.

     The full board comprises two insiders and 13 independent outsiders. The
     Audit Committee comprises four independent outsiders. The Management
     Resources and Compensation Committee comprises three independent outsiders.
     The Corporate Governance and Nominating Committee comprises three
     independent outsiders. Thomas Hearn, Jr., and W. Hayne Hipp, independent
     outside directors, have served on the board for a period of ten years or
     more.

     - We support the independent nature of the key board committees, which
     include no insiders or affiliated outsiders.

     We recommend a vote FOR Item 2.




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[ ]  ITEM 3: RATIFY AUDITORS

     The board recommends that Ernst & Young LLP be approved as the company's
independent accounting firm for the coming year.

     We recommend a vote FOR Item 3.



                            -------------------------



     COMPANY SOLICITOR: MacKenzie Partners, Inc. (212) 929-5500

     SHAREHOLDER PROPOSAL DEADLINE: November 19, 2001

     This proxy analysis has not been submitted to, or received approval from,
     the Securities and Exchange Commission. While ISS exercised due care in
     compiling this analysis, we make no warranty, express or implied, regarding
     the accuracy, completeness, or usefulness of this information and assume no
     liability with respect to the consequences of relying on this information
     for investment or other purposes.





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     Vote Record Form:
                                                   WACHOVIA CORP.

     TICKER: WB, WB (NONE)

     PROXY CONTEST MEETING: August 3, 2001          RECORD DATE: June 12, 2001

     ACCOUNT ID CODE:                               SHARES HELD ON RECORD DATE:

     SHARES VOTED:                                  DATE VOTED:

--------------------------------------------------------------------------------
                                 MEETING AGENDA
--------------------------------------------------------------------------------
 ITEM      CODE        PROPOSALS                MGT. REC.   ISS REC.  VOTE CAST
================================================================================
[ ]1      M0405     Approve Merger Agreement       For        FOR
--------------------------------------------------------------------------------
[ ]2      M0201     Elect Directors                For        FOR
--------------------------------------------------------------------------------
[ ]3      M0101     Ratify Auditors                For        FOR
--------------------------------------------------------------------------------