PNC Financial Services (PNC)

Audit and Non-Audit Fees

At its meeting on February 13, 2008, our Audit Committee appointed PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm, to audit our consolidated financial statements for 2008, and our shareholders ratified it on April 22, 2008. We expect representatives of PwC to be available at the annual meeting. They will have an opportunity to make a statement and respond to appropriate questions.

In considering the nature of the services provided by our independent auditors, the Audit Committee determined that the services are compatible with the provision of independent audit services. The committee discussed these services with the independent auditors and our management to determine that they are permitted under the SEC rules and regulations concerning auditor independence.

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The following table summarizes the aggregate fees billed to PNC for services rendered by PwC for 2008 and 2007:

Audit Fees. The aggregate fees billed for audit services for the years ended December 31, 2008 and December 31, 2007 were $12,110,259 and $8,636,755, respectively. These fees consisted primarily of the audit of PNC’s annual consolidated financial statements, included in Form 10-K filings, reviews of PNC’s quarterly consolidated financial statements included in Form 10-Q filings, comfort letters and other services related to SEC matters, assistance with the implementation of new accounting pronouncements and related expenses. The audit fees were higher in 2008 as a result of significant audit procedures associated with the National City acquisition and related purchase accounting.

Audit-Related Fees. The aggregate fees billed for audit-related services for the years ended December 31, 2008 and December 31, 2007 were $2,842,094 and $771,607, respectively. These fees consisted primarily of SAS 70 reports, compliance reviews and transaction-related services. The audit-related services were higher in 2008 as PwC issued certain SAS 70 reports that were prepared by another audit firm in 2007.

Tax Fees. The aggregate fees billed for tax services for the years ended December 31, 2008 and December 31, 2007 were $225,095 and $403,505, respectively. These amounts were attributable to tax compliance services and international tax consulting.

All Other Fees. The aggregate fees billed for all other services for the years ended December 31, 2008 and December 31, 2007 were $166,715 and $485,635, respectively. These fees primarily consisted of services for transaction-related services.