PNC Financial Services (PNC)

INDEPENDENT AUDITORS

PNC engaged PricewaterhouseCoopers LLP (PwC) as the principal accountants to audit our 2007 consolidated financial statements. Our Audit Committee approved this engagement on November 15, 2006 and our shareholders ratified it on April 24, 2007. Deloitte & Touche LLP (D&T) acted as the principal accountants to audit our 2006 consolidated financial statements.

Last year, the Audit Committee selected PwC as part of a broader process to consider the selection of independent auditors for the 2007 audit. The decision to evaluate more than one potential audit firm reflected the scheduled required rotation of D&T’s lead audit partner.

D&T continued as our independent registered public accounting firm until D&T completed its procedures regarding our consolidated financial statements as of and for the year ending December 31, 2006, management’s assessment of and the effectiveness of our internal control over financial reporting as of December 31, 2006 and the 2006 Annual Report on Form 10-K in which such consolidated financial statements and such assessment were included.

The reports of D&T on our consolidated financial statements as of and for the years ended December 31, 2006 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the year ended December 31, 2006, there were no (a) disagreements with D&T on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to D&T’s satisfaction, would have caused D&T to make reference to the subject matter thereof in connection with its reports for such years or (b) reportable events, as described in the SEC’s Regulation S-K Item 304 (a)(1)(v).

We previously provided D&T with a copy of the disclosures included in this section of the proxy statement. During the year ended December 31, 2006, we did not consult with PwC regarding any of the matters or events set forth in S-K Item 304 (a)(2)(i) or (ii).

Below we describe the nature of PwC’s services provided in 2007, and the fees we paid them. We also describe the nature of D&T’s services provided in 2006, and the fees we paid them.

At its meeting on February 13, 2008, the Audit Committee appointed PricewaterhouseCoopers LLP, an Independent Registered Public Accounting Firm, to audit our consolidated financial statements for 2008, subject to shareholder ratification.

We expect representatives of PwC and D&T to be available at the annual meeting. They will have an opportunity to make a statement and respond to appropriate questions.

INDEPENDENT AUDITORS

PNC engaged Deloitte & Touche LLP as PNC’s principal accountants to audit PNC’s 2006 consolidated financial statements. This engagement was approved by the Audit Committee on February 14, 2006 and was ratified by our shareholders on April 25, 2006. Details about the nature of the services provided by, and the fees that PNC paid to, Deloitte & Touche LLP for such services provided during 2006 are set forth below.

The Audit Committee undertook a process to consider the selection of independent auditors for the 2007 audit. This process included consideration of audit firms in addition to Deloitte & Touche LLP (“D&T”), which is the firm that the Audit Committee engaged to act as our independent auditor for the 2006 audit. The decision to evaluate more than one potential audit firm reflected the scheduled required rotation of the lead audit partner of D&T.

Upon completion of this process, on November 15, 2006, the Audit Committee decided to select PricewaterhouseCoopers LLP (“PwC”) as our new independent registered public accounting firm for the year ending December 31, 2007. Please also see the discussion beginning on page 13 in connection with management’s proposal to ratify the Audit Committee’s selection of PwC.

D&T continued as our independent registered public accounting firm until D&T completed its procedures regarding our consolidated financial statements as of and for the year ending December 31, 2006, management’s assessment of and the effectiveness of our internal control over financial reporting as of December 31, 2006 and the 2006 Annual Report on Form 10-K in which such consolidated financial statements and such assessment were included.

The reports of D&T on our consolidated financial statements as of and for the years ended December 31, 2006 and 2005 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2006 and 2005, there were no (a) disagreements with D&T on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to D&T’s satisfaction, would have caused D&T to make reference to the subject matter thereof in connection with its reports for such years or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.

We provided D&T with a copy of the disclosures included in this section of the proxy statement. During the years ended December 31, 2006 and 2005, we did not consult with PwC regarding any of the matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

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Representatives of Deloitte & Touche LLP and PricewaterhouseCoopers LLP are expected to be present at the annual meeting with the opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions.