First of America Bank Corp. has agreed to pay Merrill Lynch & Co. $27.5 million in fees for advice in the bank's proposed $7.1 billion sale to National City Corp.

The fee, disclosed in a filing with the Securities and Exchange Commission, appears to be the second-largest ever paid to an investment bank for advising a commercial bank on a merger. Such fees have soared as the size of bank mergers has grown.

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