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The brothers, now 24 and 22, are organising a "Concert for Diana", to be staged at the new £757 million Wembley Stadium on July 1 - on what would have been her 46th Birthday.
Sir Elton John, who sang Candle In The Wind at the Princess's funeral, will perform, as will her favourite band Duran Duran.
Other artists that have been announced include Bryan Ferry and the Princes' favourites Joss Stone and hip hop star Pharrell Williams.
In a video interview the Princes said there will be an appearance by the English National Ballet, and Andrew Lloyd Webber will stage a medley of songs from his West End shows because of their mother's love of dancing.
William said: "We wanted to have this big concert full of energy, full of the sort of fun and happiness which I know she would have wanted.
"And on her birthday as well, it's got to be the best birthday present she ever had.
"We wanted to get artists that our mother really loved and artists that both Harry and I enjoy. It's something different - it's not going to be just any old concert," he said.
Proceeds from the event will go to some of the charities supported by the late Princess. Money raised will also help Harry's charity, Sentebale, and the homelessness charity Centrepoint, of which William is patron. The Diana, Princess of Wales Memorial Fund, which was set up in her memory, and five charities of which she was patron at the time of her death - The Royal Marsden Hospital, The National Aids Trust, Great Ormond Street Hospital, The Leprosy Mission, and The English National Ballet - will benefit.
The commemorative memorial service will take place in London on August 31, the 10th anniversary of her death in a car crash in Paris.
William and Harry have invited their stepmother, the Duchess of Cornwall, to attend the service. Also present will be the Queen, the Duke of Edinburgh, the Prince of Wales as well as Diana's siblings Earl Spencer, Lady Sarah McCorquodale and Lady Jane Fellowes
Harry said: "The service is going to include both sides of the family, our mother's side and our father's side - everyone getting together. It should be a good occasion."
The venue for the service has yet to be decided.
The announcement comes two days ahead of the publication of the Metropolitan Police investigation into Diana's death.
Clarence House said both Camilla and Prince Charles were unlikely to attend the concert. "It's more likely to be those of the Princes' generation," a spokesman said. Both events are expected to be televised and further acts at the concert will be announced at a later date.
PetePaphides, The Times Rock Correspondent, said that the Princes have played it safe by choosing Sir Elton John and Duran Duran
He said: "If you are going to have a party you would invite friends and family first and Sir Elton John was friends with their mother. I just stands to reason that he would get invited. It's not that far removed from having the Queen there.
"With the exception of Pharrell Williams it's not one of the most forward thinking line ups. It's everything that you would expect in a line up chosen by the Royal Family."
The concert is likely to be one of the first major events to be staged at Wembley. Tickets cost £45, and will go on sale from 9am tomorrow at www.concertfordiana.com or from Ticketmaster on 0844 725
0107.
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