dissenting.
This case boils down to one fundamental question: is the selling of the Retirement CD by national banks like Blackfeet appropriately characterized as “the business of insurance” under McCarran-Ferguson.1 If the selling of this product by national banks is *846appropriately characterized as “the business of insurance,” Illinois can choose to regulate the activity under its insurance code, and there is no federal preemption issue because McCarran-Ferguson directs that the “business of insurance” is presumed to be the province of the states.2 .15 U.S.C. § 1012. But if the selling of this annuity product by a national bank is not “the business of insurance,” McCarran-Ferguson does not protect Illinois’ attempt to regulate this national bank practice.
As the majority properly recognizes, see swpra p. 838, the meaning of “insurance” (or “the business of insurance”) within a federal statute like McCarran-Ferguson is a federal question. See Securities and Exchange Comm’n v. United Benefit Life Ins. Co., 387 U.S. 202, 210, 87 S.Ct. 1557, 1561, 18 L.Ed.2d 673 (1967); Securities and Exchange Comm’n v. Variable Annuity Life Ins. Co., 359 U.S. 65, 69, 79 S.Ct 618, 620, 3 L.Ed.2d 640 (1959) (hereinafter VALIC). In VALIC, the Supreme Court noted that states disagree as to the nature of “insurance” and “annuity” contracts. The Court emphasized, however, that in the context of the federal Securities Act, “how the States may have ruled is not decisive.... [T]he meaning of ‘insurance’ or ‘annuity5 under ... Federal Acts is a federal question.” Id. Thus a conclusion by Illinois, or any other state, that a particular practice constitutes “the business of insurance” has no bearing on our inquiry whether that state regulation actually qualifies as protected state insurance regulation under McCarran-Ferguson.3 See Group Life & Health Ins. Co. v. Royal Drug Co., 440 U.S. 205, 230 n. 38, 99 S.Ct. 1067, 1082 n. 38, 59 L.Ed.2d 261 (1979).
In my view, were it not for the Supreme Court’s recent, unanimous decision in NationsBank of North Carolina, N.A v. Variable Annuity Life Ins. Co., — U.S.-, 115 S.Ct. 810, 130 L.Ed.2d 740 (1995), the majority’s, resolution of the difficult question at hand would be quite plausible and arguably correct. Upon careful consideration of the Court’s approach in NationsBank, however, I do not believe we can confidently reach the conclusion reached by the majority. And when the NationsBank analysis is added to the substantial insurance literature and dictionary evidence specifically rejecting the claim that annuities are a type of “insurance,” I must conclude that the selling of annuity-type instruments by national banks cannot reasonably be characterized as “the business of insurance” under McCarran-Fer-guson, and thus subject to the Illinois Insur-*847anee Code.4 Prior decisions from the Supreme Court and this circuit only strengthen this conclusion. In addition, the result reached by the majority raises the vexing constitutional question of whether a state can forbid activity by a national bank that is authorized under federal law.5
I. The NationsBank Decision
The majority quite correctly notes that the NationsBank Court did not address the precise issue before us, since that decision involved the power of a national bank to act as a broker in the sale of annuities, not whether such a bank could directly issue annuities. In addition, that case did not involve any attempt by a state to regulate the activities of a national bank under its own insurance code. The Supreme Court appropriately limited its holding to the actual case before it, but that does not suggest that we should ignore the approach taken by the Court and the reasoning and authorities upon which it relied. Ultimately, in my judgment, the Court’s analysis in NationsBank strongly points to the determination that the selling of annuities by national banks is not reasonably regarded as the business of insurance.
The NationsBank Court accepted the conclusion of the Comptroller of the Currency that annuities are widely recognized as “investment products.”6 Id. at-, 115 S.Ct. at 814. Justice Ginsburg, writing for the entire Court, described annuities as follows:
By making an initial payment in exchange for a future income stream, the customer is deferring consumption, setting aside money for retirement, future expenses, or a rainy day. For her, an annuity is like ;putting money in a bank account, a debt instrument, or a mutual fund. Offering bank accounts and acting as agent in the sale of debt instruments and mutual funds are familiar parts of the business of banking. ... In sum, modern annuities, though more sophisticated than the standard savings bank deposits of old, answer essentially the same need. By providing customers with the opportunity to invest in one or more annuity options, banks are essentially offering financial investment instruments of the kind congressional authorization permits them to broker.
Id. (emphasis added) (citations omitted). Hence the Court accepted the view that annuities are properly described as “investment instruments” and are analogous to bank accounts.
The NationsBank Court also addressed the argument, asserted by the respondents in that case and relied upon by the majority in this case, that annuities should be considered “insurance” because they traditionally have been sold by insurance companies. The Court stated: “[T]he sale of a product by an insurance company does not inevitably render the product insurance. For example, insurance companies have long offered loans on the security of life insurance, ... but a loan does not thereby become insurance.” Id. The Court considered and rejected the proposition that a historical association of insurance companies with a particular product mandated the conclusion that the product is “insurance.” The NationsBank Court also recognized that most states have regulated annuities as insurance, but noted that this regulation had more to do with the fact that *848insurance companies are likely to sell annuities than with a conclusion that annuities are insurance: “Treatment of annuities under state law ... is contextual. States generally classify annuities as insurance when defining the powers of insurance companies and state insurance regulators.... But in diverse settings, States have resisted lump classification of annuities as insurance.” Id. (emphasis added) (citations omitted).7
The Court emphasized that a classification — such as the treatment of annuities as insurance within the confines of insurance law — that makes sense in one setting may not work in another: “As our decisions underscore, a characterization fitting in certain contexts may be unsuitable in others.” Id. at -, 115 S.Ct. at 816. Thus the Nations-Bamk Court approved the Comptroller’s “functional” approach to classifying annuities as “not ‘insurance’ ” under the National Bank Act: “The Comptroller’s classification of annuities, based on the tax deferral and investment features that distinguish them from insurance, in short, is at least reasonable.” Id. at -, 115 S.Ct. at 817. The Court recognized that the “key feature of insurance is that it indemnifies loss,” id. (emphasis added), while annuities “serve an important investment purpose and are functionally similar to other investments that banks typically sell.” Id. (emphasis added).
One other aspect of the NationsBank decision is important to note, particularly because the issue plays a prominent role in the majority’s analysis: the concept of “mortality risk.” The respondents in NationsBank argued, as the Illinois Director of Insurance does here, that annuities resemble insurance because some annuities contain a mortality risk element. The majority accepts this argument, but there are at least two significant reasons why this approach does not hold up. The first reason comes directly from Na-tionsBank, while the second is more general and is addressed in section III below. Regarding NationsBank, the Supreme Court specifically rejected “mortality risk” as the hallmark of whether a product is “insurance” or not. The NationsBank Court noted that a life interest in real property imposes a “mortality risk” on the purchaser. Id. at -, 115 S.Ct. at 816. The price of such an interest is presumably calculated according to the expected life of the purchaser (or whoever is to be used as the “measuring life”). If the purchaser lives longer than expected, say to the ripe old age of 110, the seller will be the loser-having sold the interest for less than it turned out to be worth. If the purchaser (or the person who is the measuring life) dies young, the purchaser will be the economic loser, since he or she will not have gotten the expected economic benefit out of the life interest. The “mortality risk” for the purchaser in such a life estate is the risk of dying before you have gotten the full value out of your purchased interest, while the risk for the seller is that the purchaser fives longer than expected. The Na-tionsBank Court made clear, however, that “a fife interest in real property is not insurance, although it imposes some mortality risk on the purchaser.” Id. The Court further noted that some conventional debt instruments impose a similar mortality risk without thereby becoming “insurance.” Id.
II. The Literature
The opinion in NationsBank and other recent Supreme Court opinions considering the scope of “the business of insurance” are instructive not only for what they say, but for the sources they look to for authoritative support. The modem Court has shown a readiness to look to “the literature” on insurance, including insurance treatises, legal dictionaries, and general dictionaries, for guidance in determining the meaning of “insurance” and the appropriate scope of McCarran-Ferguson’s “business of insurance” language. After reviewing this literature in regard .to the question now before us, I find that it is nearly unanimous in directing us to the conclusion that the selling of a specialized annuity by a national bank is not “the business of insurance.”
The NationsBank Court twice relied on Appleman & Appleman’s insurance treatise as authoritative on the proper understanding of annuities and insurance — once for the *849proposition that annuities are primarily investment products, — U.S. at -, 115 S.Ct. at 815, and once for the proposition that the sale of a product by an insurance company does not inevitably render the product insurance. Id. Appleman & Appleman recognize a clear distinction between “annuities” and “insurance.” They note that annuities are often used as tax-saving devices and may be established by charitable gifts and gifts within a family, as well as being sold by institutions like insurance companies. 1 John A. Appleman & Jean Appleman, INSURANCE Law and PRACTICE § 81 (1981). In a section entitled “Annuities Issued by Life Insurance Companies,” Appleman & Apple-man specifically consider the question whether annuities are “insurance” and decisively find that they are not. Id. at § 84. They begin as follows: “Ordinarily, it is recognized, even by laymen, that contracts of life insurance and of annuity are distinctly different.”8 Id. They note that life insurance generally involves the insured making set payments, called “premiums,” over a period of years that entitle a designated person other than the insured to payment of a fixed amount in the event of the insured’s death. They point out that “[a]n annuity contract is almost diametrically opposed to this,” since it traditionally involves the designated recipient paying for the product, while the issuer takes on the obligation of making periodic (usually yearly) payments in a fixed amount. Id. Rather than “creating an immediate estate for the benefit of others,” as the purchaser of insurance does, the purchaser of an annuity “has reduced his immediate estate in favor of future contingent income.” Id. Ap-pleman & Appleman conclude: “Annuity contracts must, therefore, be recognized as investments rather than as insurance.” Id. (emphasis added) (quoted in NationsBank, — U.S. at - , 115 S.Ct. at 815).
The Supreme Court has also relied upon Couch’s Cyclopedia of Insurance Law when addressing questions about the nature of insurance, particularly the risk-spreading aspect of insurance. See, e.g., Union Labor Life Ins. Co. v. Pireno, 458 U.S. 119, 127 n. 7, 130, 102 S.Ct. 3002, 3008 n. 7, 73 L.Ed.2d 647 (1982); Group Life & Health Ins. Co. v. Royal Drug Co., 440 U.S. 205, 211, 99 S.Ct. 1067, 1073, 59 L.Ed.2d 261 (1979). Couch entitles one of his sections “Annuity as Distinguished from Insurance.” 19 George J. Couch, Cyclopedia of Insurance Law § 81:2 (2d ed. 1983). In this section Couch considers various state, federal, and Supreme Court decisions, as well as legal and insurance commentary, all of which point to the conclusion that annuities are generally not “insurance.” Couch concludes,
An annuity contract differs materially from an ordinary life insurance contract in that it is payable during the life of the annuitant rather than upon a future contingency, and in many instances it is paid for in a single payment which is not generally regarded as a premium. Consequently, a company engaged in selling annuities is not subject to a statute applicable to “insurers” unless the statute expressly so declares.
Id. at § 81:2, pp. 688-89. Under the Couch analysis, the selling of annuities should not be considered “the business of insurance” under the McCarran-Ferguson Act, since the Act does not expressly define the issuing of annuities as part of “the business of insurance.” 9
The two dominant legal encyclopedias, American Jurisprudence (“Am.Jur.”) and Corpus Juris Secundum (“C.J.S.”), likewise strongly direct the conclusion that annuities are not “insurance” and that the selling of annuities is not “the business of insurance.” C.J.S., in particular, does an excellent job of illuminating the distinction between annuities and true insurance products. C.J.S. notes that the term “annuity,” as it is currently used, “designates a fixed sum, granted or bequeathed, payable periodically, at aliquot *850parts of a year, at stated intervals, and not necessarily annually.” 3A C.J.S. Annuities § 2 (1973). C.J.S. also recognizes annuities as being a form of investment, rather than a brand of life insurance: “An annuity is not an indemnity against loss of death, but is essentially a form of investment, notwithstanding the fact that in its usual form payments are dependent upon the continuity of the grantee’s life.” Id. The basis for this conclusion is explained in a later section that specifically addresses the difference between annuities and insurance.
An annuity contract differs from an insurance contract, and it comprehends few of the elements of an insurance contract. An annuity contract is distinguished from an insurance contract in that insurance, as generally understood, is an agreement to indemnify against loss in case of property damaged or destroyed or to pay a specified sum on the death of insured or on his reaching a certain age, while an annuity is generally understood as an agreement to pay a specified sum to the annuitant annually during life.
From an insurer’s viewpoint insurance looks to longevity, while annuity looks to transiency. An annuity is a provision for life with no indemnity feature; the risk assumed is to pay as long as the insured may live, and it is not based on contingency of loss.
The existence of the contingency that payments are dependent upon the continuity of the annuitant’s life does not bring an annuity within the classification of insurance. An annuity is not an insurance contract [even if] it provides for death benefits, refund annuities, or continuation of payments to a designated person after the primary beneficiary’s death.
Id. at Annuities § 3(c) (emphasis added).
The C.J.S. chapter on “insurance,” which has been updated recently, reaffirms the distinction between annuities and insurance. C.J.S. recognizes that “the underwriting of risk” has been commonly conceived by the courts and in popular understanding as the “earmark of insurance.” 44 C.J.S. Insurance § 2(a) (1993); see, e.g., VALIC, 359 U.S. 65, 73, 79 S.Ct. 618, 623, 3 L.Ed.2d 640 (1959); see also infra section III. This underwriting of risk involves two basic elements: the shifting of loss from the insured to the insurer (commonly called “risk transfer”) and a distribution of risk among similarly situated persons (often called “risk spreading”). 44 C.J.S. Insurance § 2(a). But the term “risk” in the insurance context is used in a narrow, specific sense that accords with the traditional definition of “insurance.” C.J.S. notes that “risk” in the insurance sense deals with loss or injuries that occur due to a “particular peril” that is insured against (such as death, fire, accident, or property damage), which results from the occurrence of a specific “casualty” or “fortuitous event” — an event which, so far as the parties to the contract are concerned, is dependent on chance. Id. at Insurance § 860. Accordingly, “Insurance has been said to be best defined as a contract whereby one undertakes to indemnify another against loss, damage, or liability arising from an unknown or contingent event.” Id. at § 2(a) (all emphasis added).
Annuities, however, do not involve indemnification, loss/damage/liability, or contingent events. Annuities generally involve fixed payments determined by an agreed-upon investment feature (principal plus a guaranteed rate of interest),10 rather than by the need to indemnify a particular economic loss. Annuity payments are given out according to a pre-set schedule, rather than when something “bad” happens. Thus there is no loss, damage, or liability component. Annuity payments do not commence with a contingent event, but rather begin on a contractually-established date and continue over a period of time — either to a pre-set ending point (such as a period of years) or until the occurrence of a contingent event (such as the death of the annuitant).11 After considering *851the implications of the C.J.S. definition of “insurance,” it is not surprising that the C.J.S. treatment of annuity contracts in this chapter is short and conclusory: “Generally an annuity contract is not a contract of insurance.” Id. at § 2(b).
Am.Jur. likewise defines “insurance” in a way that seems to preclude a finding that an annuity could qualify as insurance. Am.Jur. recognizes that “insurance,” even broadly defined, provides for the payment of “a certain or ascertainable sum of money on a specified contingency.” 43 Am.Jur.2D Insurance § 1. Am.Jur. also notes that the authorities substantially agree that insurance involves a payment “on the destruction, death, loss, or injury of someone or something by specified perils.” Id. Am.Jur. thus recognizes that an insurance contract traditionally comes to fruition with the occurrence of “an unknown or contingent event” or a “specified peril.” Id. Hence its conclusion regarding annuities, by now familiar, is not surprising: “Contracts for annuities differ materially from ordinary life insurance policies, and are not generally regarded as such. Consequently, a company engaged merely in selling annuities does not conduct an insurance business, and is not an insurance company unless made so by a broad statutory definition of insurance companies.” Id. at Insurance § 5 (emphasis added). Once again, McCarran-Ferguson does not define “insurance” to include annuities, nor does it define “insurance company” so as to include an entity that merely sells annuities.
This literature section would not be complete without also addressing the dictionary evidence on the meaning of “insurance.” The Supreme Court has looked to Black’s Law Dictionary and Webster’s New International Dictionary in this regard. See, e.g., NationsBank, — U.S.-,-, 115 S.Ct. 810, 817, 130 L.Ed.2d 740 (1995) (quoting the Black’s Law Dictionary definition of “insurance”); Royal Drug, 440 U.S. 205, 211 n. 7, 99 S.Ct. 1067, 1073 n. 7, 59 L.Ed.2d 261 (1979) (quoting Webster’s New International Dictionary definition of “insurance”). I do the same. Black’s defines “insurance” as follows:
A contract whereby, for a stipulated consideration, one party undertakes to compensate the other for loss on a specified subject by specified perils.... A contract whereby one undertakes to indemnify another against loss, damage, or liability arising from an unknown or contingent event and is applicable only to some contingency or act to occur in the future.
Blace’s Law Dictionary 802 (6th ed. 1990). Once again, the emphasis on loss that occurs due to some specific peril or contingent event, at which time (and not before), the protected party will be indemnified simply does not allow for the conclusion that an annuity can qualify as “insurance.” Not only is the language of insurance (“underwrite,” “policy,” “premium,” etc.) totally different from that of annuities, the substance and effect of an insurance agreement is totally different from that of an annuity agreement.12
*852Webster’s definition of “insurance” simply substantiates and echoes those provided above. It reads as follows:
la: the action or process of insuring or the state of- being insured usu. against loss or damage by a contingent event (as death, fire, accident, or sickness) b: means of insuring against loss or risks ... 2a: the business of insuring persons or property; specif.: a device for the elimination or reduction of an economic risk common to all members of a large group and employing a system of equitable contributions out of which losses are paid b: coverage by contract whereby for a stipulated consideration one party undertakes to indemnify or guarantee another against loss by a specified contingency or peril....
WEBSTER’S THIRD NEW INTERNATIONAL DICTIONARY 1173 (1993) (emphasis in original). By now the refrain is more than familiar to the reader. The focus on indemnifying against economic loss/damage due to future, contingent events/perils simply belies any attempt to place annuities within the ambit of the term “insurance.” Insurance companies may well be allowed to sell annuities, just as they are sometimes allowed to make loans, but they are not engaging in the “business of insurance” when they do so.
Yet amidst the modern literature on the scope of “insurance,” there is at least one respected treatise that does appear to place some annuities within the realm of “insurance.” See Robert E. Keeton & Alan I. Widiss, Insurance Law § 1.5(c) (1988) (stating that the class of insurance termed “life insurance” includes traditional life insurance, personal accident insurance, health insurance, and annuity contracts). And the Supreme Court has looked to Keeton’s insurance law treatise for guidance in previous insurance eases — though never for the proposition that an annuity can be considered “insurance” and not in NationsBank — so it seems prudent to consider it here. See, e.g., Pireno, 458 U.S. 119, 127 n. 7, 131, 102 S.Ct. 3002, 3008 n. 7, 3009, 73 L.Ed.2d 647 (1982) (citing Keeton for recognition of risk transfer and distribution elements of insurance and for claim that insurance policy itself defines scope of risk transferred); Royal Drug, 440 U.S. 205, 211, 99 S.Ct. 1067, 1072, 59 L.Ed.2d 261 (1979) (citing Keeton’s description of insurance as “arrangement for transferring and distributing risk”). Although Keeton emphasizes the significance of the risk transfer and distribution elements of “insurance,” he recognizes that these components alone do not make something “insurance.” “Insurance is generally understood to be an arrangement for transferring and distributing risks. Unfortunately, this characterization is neither very precise nor universally applicable as a definition of insurance because it describes many other arrangements and relationships which almost uniformly are not regarded or treated as insurance transactions.” Id. § 1.1(b). Specifically, Keeton notes that a warranty that guarantees the quality of merchandise, an agreement to maintain a vehicle in good repair, and even an attorney’s agreement to take a case for a fixed fee all involve risk transfer and risk distribution; yet such contractual arrangements “almost uniformly are not treated as insurance transactions” and are not subject to state insurance codes. Id. at § 1.2.
Thus Keeton recognizes the difficulty of formulating an appropriate, generalizable *853definition of “insurance,” and he emphasizes that a definition suitable in one context may be lacking in another: “There is no single conception of insurance that is universally applicable for use in disputes involving questions of law.” Id. § 1.1(b). Nonetheless, Keeton does offer a basic definition of “insurance,” which accords with the definitions considered above. He writes, “An insurance contract generally involves an agreement by which one party (usually identified as an insurer) is committed to do something which is of value for another party (usually identified as an insured or a beneficiary) upon the occurrence of some specified contingency.” Id. (emphasis added). Yet this definition, even acknowledging Keeton’s caveat about not demanding perfect, overarching definitions, raises substantial questions about Kee-ton’s willingness to treat some annuities as “insurance.”
Keeton describes annuities as follows:
An annuity contract ordinarily provides for the payment of a fixed-dollar annual benefit commencing at a specified date and continuing os long as the annuitant fives. The traditional annuity contract is in essence and in principal purpose a risk transferring and a risk distributing contract, and this type of contract is frequently treated as a form of insurance. The uncertainty in this context is the risk of long life, in which case the annuity contract will pay the annuitant substantially more than the company received (as a result of both premium payments and investment earnings) on behalf of that annuitant to create the annuity benefit.
Id. at § 1.5(c)(4) (emphasis added). What Keeton does not explain (and what the other commentators appear to find decisive) is why a product that provides for payment “upon the occurrence of’ some specified event (i.e., beginning with that event), as insurance does, should be treated as equivalent to a product that provides for payment “as long as” or until some specified event occurs (i.e., ending with that event), as an annuity does. The majority notes this feature by calling annuities the “mirror image” of insurance. See supra p. 840. But to my mind, the mirror image of something is the reverse of that thing, which in this case amounts to annuities being the opposite of insurance.
Keeton does note that “refund annuities” are more like investments, and less like insurance, than traditional annuities.13 Kee-ton at § 1.5(c)(4). The Retirement CD is a refund annuity. The purchaser of the Retirement CD is guaranteed a return of at least the accrued value , (principal plus interest) of the CD up until the maturity date. If the purchaser dies before the maturity date, the value of the CD at the time of death (all contributions made plus accrued interest) will be disbursed to the annuitant’s estate or designated beneficiary. Likewise, if the annuitant dies after the maturity date but before the annuity payments received total the value of the CD as of the maturity date, the annuitant’s estate or designated beneficiary will be given the difference between the value of the CD as of the maturity date and the total of the payments already received. Thus it is even more inappropriate to call the Retirement CD “insurance” than it is to call traditional annuities “insurance.” Perhaps Keeton himself would not do so.
III. Caselaw
The parties have not presented, and I am not aware of, any Supreme Court or federal circuit court ease that addresses the issue before us: the power of a state to regulate as “insurance” the selling of an annuity product by a national bank. The recent Nations-Bank case, discussed in section I above, is the most relevant authority on the issue, but some of the other cases relied upon by the majority are worth taking up, both for the aid they can provide in addressing the issue before us and to recognize their limitations.
The concept of “mortality risk” and the distinction between “insurance risk” and other types of risk have been addressed by *854the Supreme Court as early as the 1940’s and 50’s. In Helvering v. Le Gierse, 312 U.S. 531, 539, 61 S.Ct. 646, 649, 85 L.Ed. 996 (1941), the Court emphasized that for a contract to qualify as “insurance” under a federal statute, it must contain “an actual ‘insurance risk.’ ” 14 The Le Gierse Court explained that implicit in “the word ‘insurance’ in its commonly accepted sense .... is acknowledgement of that fact that usually insurance payable to specific beneficiaries is designed to shift to a group of individuals the risk of premature death of the one upon whom the beneficiaries are dependent for support.” Id. at 540, 61 S.Ct. at 649. In other words, the “insurance risk” shifted through life insurance is the economic risk of losing a breadwinner. The Le Gierse Court also contrasted the “insurance risk” of true insurance with the “investment risk” of annuities and stated that “annuities and insurance are opposites.” Id. at 542, 541, 61 S.Ct. at 650.
Similarly, in Securities and Exchange Comm’n v. Variable Annuity Life Ins. Co., 359 U.S. 65, 79 S.Ct. 618, 3 L.Ed.2d 640 (1959) CVALIC) (cited by the majority supra p. 841), the Court considered whether the variable annuities at stake were “insurance” for purposes of the Securities Act of 1933, McCarran-Ferguson, and the Investment Company Act.15 After noting that the question at stake was one of federal law, id. at 69, 79 S.Ct. at 620, the Court considered the respondents argument that the variable annuities contained “mortality risk,” which made them “insurance.”16 The Court found that this “mortality risk” element did not, however, make the variable annuities “insurance”: “The risk of mortality, assumed here, gives these variable annuities an aspect of insurance. Yet it is apparent, not real; superficial, not substantial.” Id. at 71, 79 S.Ct. at 622 (emphasis added). The Court emphasized that since the variable annuities *855did not involve any fixed return, all the investment risk remained with the annuitant, not the issuer. Thus there was “no true risk in the insurance sense.... There is no true underwriting of risks, the one earmark of insurance as it has commonly been conceived of in popular understanding and usage.” Id. at 71-73, 79 S.Ct. at 621-23.
The VALIC Court clung to a stricter definition of “insurance” than the one proposed by the Securities and Exchange Commission. The Court noted that the annuity contracts did have “one true insurance feature,” since they provided life insurance to insurable applicants 60 years of age or younger on a decreasing basis for five years. Nonetheless, the Court found that even this true insurance feature was “ancillary and secondary to the annuity feature” and thus did not turn the annuities into “insurance.” Id. at 72 n. 15, 79 S.Ct. at 623 n. 15. Although the VALIC Court did mention “mortality risk” in the sense that today’s majority relies upon, the issue at stake was not this risk, but the necessity of financial risk-taking on the part of the insurance company. The variable annuities imposed little economic risk on the issuing insurance companies, since the return on the annuity simply varied with the success of the insurance companies’ investments. Id. at 69-70, 79 S.Ct. at 620-21. This led the Court to find that the annuities at issue were not “insurance.” The VALIC Court did not offer a general definition of “insurance,” noting instead that it “would not undertake to freeze” the concepts of “insurance” and “annuity” according to their meaning at the time the federal statutes were passed.17 Id. at 71, 79 S.Ct. at 621. It simply emphasized that “insurance” must involve some economic risk-taking on the part of the insurance company. Id.
In more recent cases the Supreme Court has continued to emphasize that the risk transferred by “insurance” must be an insurance type risk, not just any old risk: “Both the ‘spreading’ and the ‘underwriting’ of risk refer in this context to the transfer of risk characteristic of insurance.” Pireno, 458 U.S. 119, 130, 102 S.Ct. 3002, 3009, 73 L.Ed.2d 647 (1982) (emphasis added). In addition, the Royal Drug Court, while discussing the risk-spreading characteristic of insurance, cited the Webster’s New International Dictionary definition of “insurance,” which states that insurance must "protect against “loss or damage by a contingent event” or by a “specified contingency or peril.” 440 U.S. 205, 211 n. 7, 99 S.Ct. 1067, 1073 n. 7, 59 L.Ed.2d 261 (1979); see supra section II for full text of Webster’s definition.
As the treatises and definitions discussed in section II reveal, we define “the business of insurance” too broadly if we fail to recognize the necessary connection to a contingent event or peril. Although the Supreme Court has not yet had to focus on this necessity, since it did not impact the eases considered, the definition quoted in Royal Drug, along with the modern Court’s repeated reliance on sources like Webster’s, Couch, and Appleman & Appleman for addressing definitional questions in the insurance realm, see supra section II, strongly suggest that the Court would recognize that “insurance” under McCarran-Ferguson requires that coverage commence only with the happening of a contingent event or specified peril. Annuities, such as the Retirement CD, do not possess this characteristic, and thus cannot qualify as “insurance.”
It should be emphasized in the context of the current discussion that none of the Supreme Court cases dealing with McCarran-Ferguson (or other insurance issues) have *856been about the power of states to regulate the selling of annuities as insurance. In fact, the cases cited by both sides have almost all involved attempted regulation of state-licensed insurance companies under federal securities and antitrust laws, rather than the regulation of federal entities under state insurance codes. The issues at stake in the Supreme Court’s “insurance cases”18 fall into three basic categories: 1) whether a particular state statute was enacted “for the purpose of regulating the business of insurance” under McCarran-Ferguson, thus preempting an overlapping federal statute, see United States Dep’t of the Treasury v. Fabe, 508 U.S. 491, 113 S.Ct. 2202, 124 L.Ed.2d 449 (1993) (holding that state insolvent insurance company statute giving claims by United States fifth priority, while federal bankruptcy statute would give them first, escapes federal preemption to extent that it protects policyholders and covers administrative costs); Securities and Exchange Comm’n v. National Securities, Inc., 393 U.S. 453, 89 S.Ct. 564, 21 L.Ed.2d 668 (1969) (holding that state law aimed at protecting insurance company shareholders, rather than policyholders, not enacted for purpose of regulating “the business of insurance”); 2) whether a particular practice by an insurance company relates to “the business of insurance,” such that the McCarran-Ferguson antitrust exemption applies,19 see Pireno, 458 U.S. 119, 102 S.Ct. 3002, 73 L.Ed.2d 647 (1982) (holding that insurance company use of “peer review” process to determine coverage for submitted claims does not constitute “the business of insurance”); Royal Drug, 440 U.S. 205, 99 S.Ct. 1067, 59 L.Ed.2d 261 (1979) (holding that insurance company “Pharmacy Agreements” providing for $2 prescription drugs at participating pharmacies do not constitute “the business of insurance,” sinee agreements made with pharmacies rather than policyholders); and 3) whether a particular product sold by an insurance company falls within the exemption for insurance policies and annuity contracts under the Securities Act,20 see United Benefit, 387 U.S. 202, 87 S.Ct. 1557, 18 L.Ed.2d 673 (1967) (holding that deferred annuity contract not exempt because it is essentially “investment contract” during accumulation phase); see also VALIC, 359 U.S. 65, 79 S.Ct. 618, 3 L.Ed.2d 640 (1959) (discussed above).21
*857Recognizing the scope of the insurance eases considered by the Supreme Court thus far, and how the focus of these cases differs from the one at hand, serves to demonstrate the limitations of these eases for deciding the issue before us. In particular, the three-part test cited by the majority for determining what constitutes “the business of insurance” under McCarran-Ferguson, see supra p. 838, has an impressive pedigree of Supreme Court endorsement, yet proves largely inappropriate and unhelpful to answering the question now before us. The three criteria first evolved in the Royal Drug case and were later summarized by the Court in Pire-no as follows:
first, whether the practice has the effect of transferring or spreading a policyholder’s risk; second, whether the practice is an integral part of the policy relationship between the insurer and the insured; and third, whether the practice is limited to entities within the insurance industry.
458 U.S. at 129, 102 S.Ct. at 3009. Moreover, the Court recently reaffirmed this “tripartite standard for divining what constitutes the ‘business of insurance.’” Fabe, 508 U.S. at 497, 113 S.Ct. at 2206 (citing Pireno).22 Unfortunately, this test arose in the context of cases considering the activities of insurance companies. All three criteria, and particularly the second criterion, appear directed at examining an insurance company practice — not a practice by a non-insurance company that may arguably be termed “the business of insurance.” The Retirement CD, at least on its face, does not involve “policyholders,” a “policy relationship,” an “insurer,” or an “insured.” And as for the third criterion, it simply restates the very question before us: should the selling of this particular product be limited to entities within the insurance industry?23 The most relevant part of the test is the first criterion — whether the practice has the effect of transferring or spreading a policyholder’s risk — but it alone cannot be decisive.
Two additional points demonstrate the limitation of the Supreme Court’s pre-Nations-Bank McCarran-Ferguson jurisprudence for addressing the question now before us. First, the Court’s stated approach to understanding the scope of McCarran-Ferguson reveals that it has always been considering insurance company practices. Since 1969 the Supreme Court has steadfastly asserted that the focus of McCarran-Ferguson is on “the relationship between the insurance company and the policyholder.” National Securities, 393 U.S. 453, 460, 89 S.Ct. 564, 569, 21 L.Ed.2d 668 (1969); Royal Drug, 440 U.S. at 216, 99 S.Ct. at 1075; Pireno, 458 U.S. at 128, 102 S.Ct. at 3008; Fabe, 508 U.S. at 500, 113 S.Ct. at 2208. Obviously, such a focus falls short in the case at hand, as there is no such “relationship” to protect. The Retirement CD relationship involves no insurance companies and arguably no “policyholders.” *858Similarly, the Court has sometimes emphasized that the McCarran-Ferguson “reverse preemption” doctrine is directed at “the ‘business of insurance’ and not the ‘business of insurance companies.’ ” Royal Drug, 440 U.S. at 217, 99 S.Ct. at 1076; Pireno, 458 U.S. at 129, 102 S.Ct. at 3008 (quoting Royal Drug); National Securities, 393 U.S. at 459-60, 89 S.Ct. at 568-69 (“Insurance companies may do many things which are subject to paramount federal regulation; only when they are engaged in the ‘business of insurance’ does [McCarran-Ferguson] apply.”). In these cases the Court has recognized limitations on the federal preemption exemption under McCarran-Ferguson, noting that certain activities of insurance companies remain subject to federal law (i.e., that certain insurance company activities do not constitute “the business of insurance”).24 The Court has not yet considered a case, however, where a state properly regulated the conduct of a non-insurance company under its McCarran-Ferguson power to regulate “the business of insurance.”25
IV. State Regulation of National Banks
Since the infancy of our nation and by way of some of the most noted Supreme Court decisions in our history, national banks have been protected from intrusive regulation by the states.26 Thus if we conclude, as the majority does, that McCarran-Ferguson allows the State of Illinois to regulate the selling of annuities by national banks, we must then consider whether McCarran-Fer-guson trumps the countervailing federal principle, enshrined in the National Bank Act, that the banking activities of national banks are governed by federal law and generally should not be interfered with by the states. This principle was just reaffirmed by the Supreme Court in Barnett Bank of Marion County, N.A. v. Nelson, — U.S.-,-, 116 S.Ct. 1103, 1108, 134 L.Ed.2d 237 (1996), where the Court referred to our history of national bank legislation as follows: “That history is one of interpreting grants of both enumerated and incidental ‘powers’ to national banks as grants of authority not normally limited by, but rather ordinarily pre-empting, contrary state law.” Thus the majority’s interpretation of “the business of insurance” poses a conflict not merely between state law and federal law (which in the McCarran-Ferguson context would usually allow state law to prevail), but between two overriding principles of federal law: the supremacy of the federal government in regulating national banks (the National Bank Act) and the presumed autonomy of the states in regulating the business of insurance (McCarran-Fergu-son).
The tradition against allowing state intrusion into the activities of national banks is a long and lofty one. In Easton v. Iowa, 188 *859U.S. 220, 229, 23 S.Ct. 288, 290, 47 L.Ed. 452 (1903), the Supreme Court recognized that “[t]he principles enunciated in M’Culloch v. Maryland ... and in Osborn v. Bank of United States [22 U.S. (9 Wheat.) 738, 6 L.Ed. 204 (1824)] ..., though expressed in respect to banks incorporated directly by acts of Congress, are yet applicable to the later and present system of national banks.” The Easton Court was considering an attempt by Iowa to apply their state banking statute, which forbid the receipt of deposits by insolvent banks, to a national bank. While it did not question the wisdom of such a statute or suggest that it was being applied unevenly within Iowa, the Court soundly rejected the state’s attempt to apply it to a national bank. The Easton Court emphasized the public, independent, and national character of the national bank system, id. at 229-30, 23 S.Ct. at 290, and concluded that “[s]uch being the nature of these national institutions, it must be obvious that their operations cannot be limited or controlled by state legislation_” Id. at 230, 23 S.Ct. at 290 (emphasis added).
In regard to the policy arguments made by the State of Iowa regarding the importance of protecting bank customers — which parallel the consumer protection arguments made by the State of Illinois in the present case — the Easton Court’s response was two-fold. First, the Court noted that national banks are regulated by federal law and that these provisions do seek to protect the depositors and creditors of national banks from fraudulent banking. Id. at 230, 23 S.Ct. at 290. Second, in response to the Iowa Attorney General’s suggestion that the state provisions were valuable for holding the banks to a “higher degree of diligence,” which in turn would “give[ ] the general public greater confidence in the stability and solvency of national banks,” id. at 231, 23 S.Ct. at 291, the Court simply relied on the absence of Congressional intent to allow such extra protection:
[W]e are unable to perceive that Congress intended to leave the field open for the states to attempt to promote the welfare and stability of national banks by direct legislation. If they had such power it would have to be exercised and limited by their own discretion, and confusion would necessarily result from control possessed and exercised by two independent authorities.
Id. at 231-32, 23 S.Ct. at 291. Our answer to the consumer protection arguments of Illinois should be of a piece. If Congress has not allowed for such state control of these national bank activities, it is no response to say (as Illinois does) that the state can better protect customers than the Comptroller of the Currency can. The issue is one of authority and power, not competency and expertise. The Easton Court concluded that “it is not competent for state legislatures to interfere, whether with hostile or friendly intentions, with national banks or their officers- in the exercise of the powers bestowed upon them by the general government.” Id. at 238, 23 S.Ct. at 293.
In First National Bank of San Jose v. California, 262 U.S. 366, 43 S.Ct. 602, 67 L.Ed. 1030 (1923) (hereinafter San Jose), the Court relied upon themes similar to those in Easton. While rejecting an attempt by the State of California to apply its escheat law (providing that unclaimed deposits in bank accounts inactive for more than twenty years would escheat to the state) to a national bank, the Court noted that national banks “are instrumentalities of the federal government.” Id. at 368, 43 S.Ct. at 603. The San Jose Court emphasized that “any attempt by a state to define their duties or control the conduct of their affairs is void, whenever it conflicts with the laws of the United States or frustrates the purpose of the national legislation, or impairs the efficiency of the bank to discharge the duties for which it was created.” Id. at 369, 43 S.Ct. at 603. In particular the Court noted: “Plainly, no state may prohibit national banks from accepting deposits, or directly impair their efficiency in this regard.” Id. Such state regulation would “seem incompatible with the purpose to establish a system of governmental agencies specifically empowered and expected freely to accept deposits from customers irrespective of domicile.... ” Id. at 370, 43 S.Ct. at 603. The San Jose Court concluded by citing a long list of cases, including M’Culloch v. Maryland, Osborn v. Bank of the *860United, States, Easton, and others, as support for the statement that it had “often pointed out the necessity for protecting federal agencies against interference by state legislation.” Id.
Over thirty years later, in Franklin National Bank v. New York, 347 U.S. 373, 74 S.Ct. 550, 98 L.Ed. 767 (1954), the Court continued to emphasize the sovereignty of national banks in their authority to receive deposits unimpeded by state regulations. This time the Court rejected the State of New York’s attempt to apply to national banks an advertising statute that prohibited use of the word “savings” in bank names and advertising. The Court noted that “The National Bank Act authorizes national banks to receive deposits without qualification or limitation, and it provides that they shall possess ‘all such incidental powers as shall be necessary to carry on the business of banking....’” Id. at 376, 74 S.Ct. at 552-53. The Court found that modem competition for banking business necessitated the use of advertising, but could see “no indication that Congress intended to make this phase of national banking subject to local restrictions.” Id. at 378, 74 S.Ct. at 554. Thus it determined that there was “a clear conflict” between the freedom to advertise under federal law and the restrictions of New York law that had to be resolved in favor of federal law “as a matter of supremacy.” Id. at 378-79, 74 S.Ct. at 554. “However wise or needful [the state] policy, ... it must give way to the contrary federal policy.” Id. at 379, 74 S.Ct. at 554.
The Court has never retreated from its insistence that state laws not be allowed to interfere with the federally authorized activities of national banks, particularly in regard to specifically authorized activities like the taking of deposits. Even in First National Bank in Plant City, Fla. v. Dickinson, 396 U.S. 122, 90 S.Ct. 337, 24 L.Ed.2d 312 (1969) (hereinafter Plant City), where the Court did allow the application of a Florida branch banking statute to national banks in the state, the Court maintained that “Congress has absolute authority over national banks.” Id. at 131, 90 S.Ct. at 342. The difference in Plant City was that the national statute on branch banks incorporated state law as to “when, where, and how” any bank branch office could be operated. Id. at 130, 90 S.Ct. at 341 (citing the McFadden Act, 12 U.S.C. § 36(c)). Even the parties in Plant City agreed that the McFadden Act permitted national banks to have branch offices “if and only if the host State [would] permit one of its own banks to branch.” Id. Thus allowing application of the state branch bank statute to national banks in Florida did not in any way undermine the Supreme Court’s established jurisprudence regarding the supremacy and independence of national banks.
Just this term in Barnett Bank, the Supreme Court invoked the decisions in Easton, San Jose, and Franklin National Bank to emphasize that the history of national bank jurisprudence has been one of reading national bank powers broadly and minimizing state interference with the exercise of these powers. — U.S. at-, 116 S.Ct. at 1108-09. The Court concluded, “In defining the pre-emptive scope of statutes and regulations granting a power to national banks, these cases take the view that normally Congress would not want States to forbid, or to impair significantly, the exercise of a power that Congress explicitly granted.” Id. at -, 116 S.Ct. at 1109. The Court noted that this leaves some room for state regulation, at least when it does not prevent or significantly impair the exercise of national bank powers.27 Id. In particular, the Barnett Bank Court recognized that when a federal banking statute explicitly provides for state law oversight, as in the Plant City case, consistent state regulation is allowed. Id. (citing Plant City). The Barnett Bank Court emphasized, however, that “where Congress has not expressly conditioned the grant of ‘power’ upon a grant of state permission, the Court has ordinarily found that no such condition applies.” Id. (citing Franklin National Bank, 347 U.S. at 378, n. 7, 74 S.Ct. at 554 *861n. 1 [listing examples], for principle that where Congress intends to subject national banks to local restrictions, it does so expressly).28
The majority seems to read Barnett Bank as making some kind of broad statement that McCarran-Ferguson normally trumps the National Bank Act. See supra p. 843 (“Barnett Bank demonstrates that the Bank Act possesses no unique immunity from the McCarran-Ferguson Act.”). Yet Barnett Bank contains no such message or suggestion. Barnett Bank involved a convergence, rather than a conflict, between the National Bank Act and McCarran-Ferguson; thus there was no need to consider which statute would control. The Court simply recognized that McCarran-Ferguson itself allows for federal law to preempt state insurance law when the federal statute “specifically relates to the business of insurance.”29 — U.S. at -, 116 S.Ct. at 1106 (citing McCarran-Ferguson, 15 U.S.C. § 1012(b)). And since the federal banking provision at issue, 12 U.S.C. § 92, specifically provides for the sale of insurance by national banks in small towns, the Court found that this statute fit neatly within the McCarran-Ferguson exception to state supremacy over “the business of insurance.” Id. at-, 116 S.Ct. at 1111 (“[U]sing ordinary English, one would say that this statute specifically relates to the ‘business of insurance.’ ”) (emphasis in original). Barnett Bank was about the meaning of “specifically relates,” not the meaning of “the business of insurance” — no one contested that the national banks desired to sell insurance. As such, it provides no aid in answering the fundamental question in the ease at hand: whether national banks selling annuities like the Retirement CD are engaged in “the business of insurance.”30 Barnett Bank’s primary relevance for our inquiry is its strong affirmation of the presumed power of national banks to engage in banking activities free from state interference.
Neither the majority nor the appellee have provided any reason for retreating from the Supreme Court’s endorsed stance of robust protection of national banks from state interference with their banking activities. In fact, neither the majority nor the appellee even addresses this weighty issue.31 *862But it is an issue that cannot simply be ignored. If we are to approve Illinois’s current attempt to regulate the national bank activity at issue, we should do so explicitly and only after consideration of the long and weighty tradition against allowing state intrusion into the federally authorized activities of a national bank, particularly the taking of deposits. Under my approach to the “business of insurance” question under McCarran-Ferguson, we need not address the daunting issue of a state regulating the national bank activity of issuing the Retirement CD. Since Illinois would have no McCarran-Ferguson authority to regulate the activity as “the business of insurance,” we would not have to consider whether this state regulation accorded with the national and independent nature of national banks.
The only seeming escape from this quandary for the majority and the appellee would be a conclusion that the offering of the Retirement CD is not truly a banking activity authorized by the National Bank Act. For purposes of its analysis, the majority assumes that the appellant national banks are authorized to sell the Retirement CD under federal law. See supra p. 837. But I would like to conclude by going one step further, particularly since leaving open the possibility that this activity is not authorized by federal law could invite speculation that the immediately preceding analysis is irrelevant to the case at hand.
The Supreme Court in NationsBank has recently reminded us that the Comptroller of the Currency has been “charged by Congress with superintendence of national banks” and is “the administrator charged with supervision of the National Bank Act ... [who] bears primary responsibility for surveillance of ‘the business of banking.’ ” — U.S.-, -, -, 115 S.Ct. 810, 812, 813, 130 L.Ed.2d 740 (1995). The Court emphasized the great deference to be accorded “to any reasonable construction of a regulatory statute adopted by the agency charged with the enforcement of that statute.” Id. at -, 115 S.Ct. at 813 (quoting Clarke v. Securities Indus. Ass’n, 479 U.S. 388, 403-104, 107 S.Ct. 750, 759, 93 L.Ed.2d 757 (1987)). The NationsBank Court set forth in bold terms the rule for evaluating the determination of an administrator in interpreting the statute with which he or she has been entrusted: “If the administrator’s reading fills a gap or defines a term in a way that is reasonable in light of the legislature’s revealed design, we give the administrator’s judgment ‘controlling weight.’” Id. at-- — -, 115 S.Ct. at 813-14 (emphasis added) (citing Chevron, U.S.A., Inc. v. Natural Resources Defense Council, Inc., 467 U.S. 837, 844, 104 S.Ct. 2778, 2782, 81 L.Ed.2d 694 (1984)). Thus we are required to view the Comptroller of the Currency’s interpretation of the National Bank Act through a very deferential lens.
On May 12, 1994, the Office of the Comptroller of the Currency (“OCC”) issued a letter to Blackfeet National Bank stating that it had “no objection to a national bank marketing [the] Retirement CD,” subject to the safety and soundness conditions set forth in the letter. The OCC looked to the powers given national banks under 12 U.S.C. § 24 (Third and Seventh) and concluded that “the express authorizations for the Bank to receive deposits and enter into contracts, coupled with its powers to incur liabilities and fund its operations, clearly make the Retirement CD an authorized Bank activity” (emphasis added).32 In fact, the OCC repeatedly *863emphasized that the power to sell the Retirement CD was not merely an “incidental” or “useful” aspect of the business of banking: “The product represents the very essence of banking which is embodied in a bank’s express authority to accept deposits and enter into contracts, and authority to incur liabilities and fund its operations.”33
The OCC noted that “the inherent relationship that the Retirement CD customer has with the [issuing national bank] is that of depositor or creditor.” The OCC rejected the contention that the life-based payment structure of the CD made its issue any less sanctioned as an expressly authorized national bank activity: “The fact that the product is structured to provide for interest payments keyed in part to the expected life of the depositor does not change the intrinsic nature of the Retirement CD as an authorized bank product.” The OCC did condition its approval of the CD, however, on full compliance with seventeen listed conditions, which were directed to ensuring the safety of the product, the soundness of the issuing bank, and the provision of complete, accurate information to would-be purchasers.34
In subsequent, detailed letters to senators on the Committee on Banking, Housing, and Urban Affairs, the Comptroller of the Currency stood by the position taken by his office regarding authorization of the Retirement CD as a bank product. The senators had apparently expressed concerns about the safety of the CD and its nature as a national bank product. In his August 18, 1994 letter to Senator Alfonse D’Amato, the Comptroller of the Currency, Eugene A. Lewis, emphasized that his office had been fully informed of and fully understood the structure of the Retirement CD. He reiterated the earlier legal conclusion issued by his office that national banks were expressly authorized under federal law to issue the CD. He also explained that the OCC did not issue a “formal approval” of the product, and that none was needed for its sale, “[bjecause offering the Retirement CD lies within the business of banking.” Thus the Comptroller himself rejected the argument (asserted by the appel-lee in this case) that the issuance of the “no objection” letter, rather than a “formal approval” letter, somehow indicated that the Comptroller had reservations about the CD.
In his letter to D’Amato, the Comptroller addressed concerns that had been expressed about consumer protection, regulatory issues, safety and soundness, and competitive equality with insurance companies. The Comptroller explained the consumer protection and disclosure provisions upon which issuance of the Retirement CD was conditioned. He *864expressed confidence about the OCC’s ability to monitor the Retirement CD: “We believe the OCC has the expertise fully to examine and evaluate Bank practices to mitigate the risks associated with the Retirement CD.” He concluded:
We believe these steps adequately and responsibly address the supervisory concerns you have expressed with the payment risks associated with the Retirement CD. As with any bank product, we will continue to review the Bank’s implementation of these procedures and evaluate the Bank’s effectiveness in dealing with the risks associated with the product. Should we determine at any point that the Bank is materially not in compliance with these requirements, we would direct it to cease offering the product until it took appropriate corrective actions.
In regard to the insurance company competitors who had expressed concerns that the CD would give national banks a “competitive advantage” over annuity products offered by insurance companies, the Comptroller appropriately responded that “the potential for competitive implications does not affect the Bank’s legal authority to offer the product.” In addition, the Comptroller properly abstained from commenting on the potential applicability of state insurance laws to the Retirement CD,35 since any such application would likely vary from state to state and was beyond his expertise and authority to determine.
The Comptroller’s October 11, 1994 letter to Senator Donald Riegle, Chairman of the Committee on Banking, Housing, and Urban Affairs, addressed many of the same issues covered in the letter to Senator D’Amato, as well as some additional points raised in a letter received from Senator Riegle. The Comptroller again expressed confidence in the OCC’s ability to monitor the offering of the Retirement CD and its commitment to ensuring that disclosures to potential customers were clear, simple, and complete. In addition, the Comptroller stated that Blackfeet National Bank had not commenced offering the CD,, since it had not yet complied with all seventeen conditions imposed by the OCC in its no objection letter.
There can be little doubt that the Comptroller of the Currency has authorized offering of the Retirement CD by national banks. In so doing, he has defined terms in the National Bank Act, such as the “taking of deposits,” to include the sale of this product; and he has emphasized that national banks have the power to offer the Retirement CD as part of their express powers under the National Bank Act. No one has provided this court with any reason, and I do not myself know of one, to conclude that the Comptroller’s conclusion is not a “reasonable construction” of the National Bank Act. Because the Comptroller’s interpretation of the National Bank Act, regarding authorization of the Retirement CD as a national bank product, involves the definition of terms within the Act and is reasonable in light of the revealed design of the Act, it is entitled to controlling weight. Thus it cannot be seriously questioned that national banks selling the Retirement CD are engaged in a banking activity. While I believe that we should not reach this issue — since I think we should reject Illinois’s attempt to regulate the sale of the Retirement CD outright — if we resolve the case as the majority does, we cannot avoid the resulting conflict between federal banking law and state insurance law. I do not think we can authorize Illinois to regulate (and potentially forbid) the sale of the Retirement CD by national banks in its territory without confronting the federalism and national supremacy issues that are raised by such regulation. Neither the majority nor the appellee has provided legal authority for *865the proposition that a state can regulate as “the business of insurance” an activity by a national bank that the Comptroller of the Currency has specifically found to be “the business of banking.” If we are ultimately to condone such a direct state intrusion into the authorized activities of a national bank, we should do so only after explicitly addressing the legal quandary at stake. The majority’s conclusion that a national bank issuing an annuity is engaged in “the business of insurance” is only half the battle.
After considering the full import of the Supreme Court’s unanimous decision in NationsBank, — U.S.-, 115 S.Ct. 810, 130 L.Ed.2d 740 (1995), I simply cannot accept the majority’s conclusion that the selling of an annuity by a national bank constitutes “the business of insurance” under MeCar-ran-Ferguson. While the NationsBank opinion did not address the precise question before us, its analysis, its tone, and the sources relied upon all compel the inference that annuities are not truly “insurance,” and thus that a national bank selling them is not engaged in “the business of insurance.” The modem literature on insurance powerfully affirms this conclusion, and the history of insurance caselaw is in accord. In addition, the long and established tradition against allowing state intrusion into the affairs of national banks cautions against too readily condoning the present regulation by the State of Illinois. If we are going to sanction the current state intrusion into national bank activities — activities specifically approved by the Comptroller of the Currency as being “the business of banking” — we should do so only after substantial hesitation and explicit consideration.
. I fully agree with the majority's conclusion that the provisions of the National Bank Act relevant to this case do not “specifically related to the business of insurance” under section 1012(b) of McCarran-Ferguson. In other words, this case is unlike Barnett Bank of Marion County, N.A. v. Nelson, — U.S. -, 116 S.Ct. 1103, 134 L.Ed.2d 237 (1996), where the Supreme Court addressed a section of the National Bank Act, 12 U.S.C. § 92, which specifically authorizes national banks to sell insurance in towns with populations no greater than 5000 people. Not surprisingly, the Court held that this portion of the National Bank Act did "specifically related to the business of insurance.” Id. at-, 116 S.Ct. at 1106. Thus that section “falls within the scope of d McCarran-Ferguson’s 'specifically relates' exception to its anti-preemption rule.” Id. at-, 116 S.Ct. at 1112-13 (emphasis added). Consequently, that federal insurance provision preempts state law to the contrary. Id. at -, 116 S.Ct. at 1111. Our case involves neither a federal insurance provision nor an exception to the general principles of McCarran-Ferguson; it involves defining what “the business of insurance” means and what activities it includes.
. There may still be, however, a supremacy issue. See infra section IV.
. It should be noted that if this state regulation is not legitimately classified as “insurance business” under 215 ILCS 5/121 (forbidding transaction of “insurance business” in Illinois by companies not possessing an Illinois certificate of authority), the Illinois Insurance Code does not apply anyway. Other states have held, in various contexts, that annuities are not insurance and should not be treated as such. See, e.g., New York State Ass’n of Life Underwriters v. New York State Banking Dep’t, 83 N.Y.2d 353, 610 N.Y.S.2d 470, 475, 632 N.E.2d 876, 881 (1994) (holding that state banks are authorized to sell annuities because "the great weight of authority supports the position that annuities are not insurance”); Cruthers v. Neeld, 14 NJ. 497, 103 A.2d 153 (1954) (holding that refund annuity contracts are not life insurance policies for purposes of inheritance tax); Corporation Comm'n v. Equitable Life Assurance Soc’y, 73 Ariz. 171, 239 P.2d 360, 362 (1951) (holding that proceeds from annuity sales not subject to state insurance premiums tax because “annuities are not indemnities for death but are investments for life”). The appellee has not provided specific authority (such as a holding by an Illinois court) for the claim that Illinois completely prohibits the selling of annuity products by entities other than insurance companies. Yet it is certainly possible that "insurance business” under the Illinois Insurance Code covers a broader range of activity than "the business of insurance” under the federal statute, section 1012 of McCarran-Ferguson, and includes all selling of annuities by state entities. Because I would conclude that Illinois cannot regulate the selling of the Retirement CD by national banks, however, I do not believe this case forces us to determine the scope of "insurance business” under Illinois law. Thus I would leave open the possibility that Illinois could forbid the selling of annuities by state banks, by defining this activity as "insurance business,” though I maintain that it has no power to forbid their issuance by national banks, since the National Bank Act apparently allows the practice, see infra section IV, and it is not preempted by McCarran-Ferguson. Cf. Barnett Bank, - U.S. at - , 116 S.Ct. at 1111 (noting that 12 U.S.C. § 92 "grantfs] small town national banks authority to sell insurance, whether or not a State grants its own state banks ... similar approval”).
.Exception must be taken to the suggestion in Judge Wood's concurring opinion that this dissent “makes a number of compelling policy arguments," supra at 844, since the opinion advances no policy arguments. The conclusion of this dissent, that Illinois cannot regulate a national bank’s selling of the Retirement CD, is based upon Supreme Court precedent in the insurance realm, general insurance treatises, and dictionary evidence — all in an attempt to clarify the meaning of the terms “insurance” and "the business of insurance." While it may well be true that certain policy arguments support my position and that the proposed result "would be beneficial to competition as a whole," id., the opinion does not invoke such arguments.
. Although the majority does not actually address this issue, I believe that we must consider the supremacy implications of allowing a state agency to regulate a national bank if we are going to resolve this case as the majority does. See infra section IV.
. The Court defined "annuities” as follows: “Annuities are contracts under which the purchaser makes one or more premium payments to the issuer in exchange for a series of payments, which continue either for a fixed period or for the life of the purchaser or a designated beneficiary.” NationsBank, - U.S. at - , 115 S.Ct. at 812.
. See supra note 3 (noting some of the state cases concluding that annuities are not “insurance”).
. The Supreme Court has recently reminded us of the importance of looking to "ordinary English” when interpreting terms within the McCarran-Ferguson Act. Barnett Bank, - U.S. at - , 116 S.Ct. at 1111 (referring three times to "ordinary English").
. The Couch analysis would leave open the possibility, also noted supra at note 3, that a state could define annuities as "insurance” under its own insurance code and thus proscribe their sale by non-insurance company state entities (like state banks).
. Even variable annuities, under which the amount of payments can vary according to the investment success of the issuer, involve an agreed-upon formula for calculating the payments to be made. VALIC, 359 U.S. 65, 69-72, 79 S.Ct. 618, 620-21, 3 L.Ed.2d 640 (1959).
. Even the broadest definition of "insurance" proposed by C.J.S. would not encompass annuities. According to this broader definition, insurance “denotes a contract by which one party, for a compensation called the premium,’ assumes particular risks of the other party and promises *851to pay to him or his nominee a certain or ascertainable sum of money on a specified contingency.” 44 C.J.S. Insurance § 2(a) (1993). Annuities, however, do not involve "premiums,” nor do they involve a payment of money at the occurrence of a specified contingency. At best, annuities involve fixed payments until a specified contingency; but this does not fall within even the broad definition of "insurance.”
. The Black’s Law Dictionary definitions of "annuity insurance” and "annuity policy,” noted by the majority supra at p. 847, n. 6, might initially seem to undermine the conclusion that an annuity is not properly characterized as “insurance.” For while the general definitions of "annuity” and "insurance" in Black's would make these terms mutually exclusive, the reference to the term "annuity insurance” trader the main definition of "insurance” and the separate definition of "annuity policy” do seem to contemplate an overlap between insurance and annuities. The definition given by Black's for "annuity policy” is as follows: "An insurance policy providing for monthly or periodic payments to insured to begin at fixed date and continue through insured’s life. Hamilton v. Penn Mut. Life Ins. Co., 196 Miss. 345, 354, 17 So.2d 278, 280 (1944).” Black’s Law Dictionary 90 (6th ed.1990). (Actually, the holding in Hamilton was that annuities are most certainly not life insurance; the court simply found that because insurance companies are authorized to issue the policies, they were subject to state insurance laws regulating the business of life insurance. 17 So.2d at 279-80.) And the Black's definition provided for "annuity insurance,” which appears in a list of nearly 100 types of insurance located *852within the main definition of "insurance," is nearly equivalent: "An insurance contract calling for periodic payments to the insured or annuitant for a stated period or for life.” Black's Law at 802. Based on Black’s more general definitions of "annuity” and "insurance,” however, it appears that the defining of these terms simply results from the fact that insurance companies have long been associated with selling annuities, which they have sometimes termed “annuity insurance" or."annuity policies" — “policy" being a word specifically associated with the insurance industry and used to refer to the written insurance contract, as Black’s notes in its ■ main definition of "insurance.” Id. Thus I interpret Black's recognition and definition of the terms "annuity insurance” and "annuity policy,” which are basically oxymorons under my analysis, simply to reflect acknowledgement of the loose way in which these terms have sometimes been used (particularly within the insurance industry), rather than an indication that annuities can reasonably be classified as a type of insurance. Among the insurance treatises I reviewed, all of which contained long lists of the myriad different types of insurance available, I did not find one reference to “annuity insurance.” In . my view, the term is simply a misnomer for annuity products that are sold by insurance companies.
. A "refund annuity" is one in which the "[a]n-nuitant is assured a specified annual sum during his life, with the further assurance that in the event of his premature death there will be paid to his estate an additional amount which represents the difference between the purchase price and the amount paid out during annuitant's life.” Black's Law Dictionary 90 (6th ed. 1990); see also 3A CJ.S. Annuities § 2 (1973).
. In Le Gierse, 312 U.S. 531, 61 S.Ct. 646, the Court was considering whether the proceeds of a particular insurance policy, issued jointly with an annuity contract, were includable within the decedent's gross estate for federal estate tax purposes. Under the Revenue Act, money “receivable as insurance” by beneficiaries of the deceased, up to $40,000, could be excluded from the decedent's gross estate. The Le Gierse Court found that the annuity contract and the life insurance policy had to be considered together and that they "counteracted each other.” Id. at 540-41, 61 S.Ct. at 649-50. The Court emphasized that the cumulative effect of the annuity contract and the insurance contract, which were issued by the same insurance company and would not have been issued separately, nullified the "insurance risk” that otherwise would have been part of the life insurance contract. Id. at 541, 61 S.Ct. at 650 (“[I]n this combination the one neutralizes the risk customarily, inherent in the other.”). The Court held that because the “insurance risk” of the life insurance policy was counteracted by the “investment risk” of the annuity policy, the proceeds from the insurance policy did not qualify for the estate tax "insurance” exemption. Id. at 542, 61 S.Ct. at 650 ("Any risk that the [annuity] prepayment would earn less than the amount paid-to respondent as an annuity was an investment risk1 similar to the risk assumed by a bank; it was not an insurance risk....”). The Court viewed annuities and insurance as opposites: "From the company's viewpoint, insurance looks to longevity, annuity to transiency.” Id. at 541, 61 S.Ct. at 650.
. The case involved an attempt by the Securities and Exchange Commission to require that variable annuities be registered as securities under the Securities Act of 1933. The respondent insurance companies maintained that McCarran-Fer-guson applied, since several states and the District of Columbia regulated the annuities under their insurance codes. They also claimed that the annuities were exempt under the Securities Act itself, which exempts both annuities and insurance, see infra note 18, as well as the Investment Company Act. The Court simplified the question at issue to the element shared by all three statutes: “The question common to the exemption provisions of the Securities Act and the Investment Company Act and to § 2(b) of the McCarran-Ferguson Act is whether respondents are issuing contracts of insurance." VALIC, 359 U.S. at 68, 79 S.Ct. at 620 (emphasis added). Thus the Court considered only whether the variable annuities were "insurance,” not whether they qualified under the Securities Act exemption for annuities.
.The Court described the alleged "mortalily risk” as follows:
Each issuer [of the variable annuities] assumes the risk of mortality from the moment the contract is issued. That risk is an actuarial prognostication that a certain number of annuitants will survive to specified ages. Even if a substantial number live beyond their predicted demise, the company issuing the annuity— whether it be fixed or variable — is obligated to make the annuity payments on the basis of the mortality prediction reflected in the contract. This is the mortality risk....
VALIC, 359 U.S. at 70, 79 S.Ct. at 621.
. Despite the Supreme Court’s expressed intent not to provide a comprehensive definition of “insurance” in VALIC, the majority attempts to find in this decision a formula for "insurance,” i.e., insurance = mortality risk + guaranteed return. See supra p. 841. In addition, the VAL-IC Court specifically rejected the claim that the "risk of declining returns in times of depression" qualified as the necessary "risk in the insurance sense.” 359 U.S. at 71, 79 S.Ct. at 622. The Court noted, “We deal with a more conventional concept of risk-bearing when we speak of 'insurance.' " Id. Thus the majority’s reference to a “decline in the market,” see supra p. 841, as a "risk” that the Retirement CD protects against, cannot possibly qualify as an “insurance risk” that makes the CD “insurance.” Furthermore, with the possible exception of the stock market crash of 1929, "a decline in the market" generally does not qualify as “a single, contingent event,” as suggested by the majority. Id.
. The Supreme Court’s recent decision in Barnett Bank, - U.S. -, 116 S.Ct. 1103, is truly both an insurance case and a banking case, since it involves the power of national banks to sell insurance in small towns, despite state statutes to the contrary. See supra n. 1. Because the focus of the case is on the express authority granted by the National Bank Act — which fits within McCar-ran-Ferguson’s exception to state law preemption — rather than on whether the national banks were selling “insurance” (they clearly were), I treat Barnett Bank in Section IV.
. McCarran-Ferguson exempts the business of insurance from federal antitrust law when that business is already regulated by state law:
No Act of Congress shall be construed to invalidate, impair, or supersede any law enacted by any State for the purpose of regulating the business of insurance ... unless such Act specifically relates to the business of insurance: Provided, That after June 30, 1948, ... the Sherman Act, ... the Clayton Act, and the ... Federal Trade Commission Act, as amended, shall be applicable to the business of insurance to the extent that such business is not regulated by State law.
15 U.S.C. § 1012(b).
. The relevant section exempts the following from the Securities Act of 1933: “Any insurance or endowment policy or annuity contract or optional annuity contract, issued by a corporation subject to the supervision of the insurance commissioner, bank commissioner, or any agency or officer performing like functions, of any State or Territory of the United States or the District of Columbia.” 15 U.S.C. § 77c(a)(8). The fact that the Securities Act exempts annuities and insurance separately exemplifies a Congressional recognition of their distinct nature.
.The Seventh Circuit cases are in accord. In N.A.A.C.P. v. American Family Mut. Ins. Co., 978 F.2d 287 (1992), we considered application of the federal Fair Housing Act to the insurance industry practice of “redlining” — charging higher rates or declining to write insurance for people who live in particular geographic areas. We held that even though the FHA did not "specifically relate! 1 to the business of insurance," so as to avoid McCarran-Ferguson preemption by state law (i.e., reverse preemption), the FHA did not in any way conflict with or displace a state insurance law. Thus we allowed the practice of redlining to be challenged under the FHA. We noted, however, that "[i]f Wisconsin wants to authorize redlining, it need only say so; if it does, any challenge to that practice under the auspices of the Fair Housing Act becomes untenable.” Id. at 297. Our decision in Associates in Adolescent Psychiatry, S.C. v. Home Life Ins. Co., *857941 F.2d 561 (7th Cir.1991), fits more easily into the categories noted in the text, specifically category three. We held that the “Flexible Annuity” at issue did qualify as an annuity, such that it was exempt from the registration requirements of the Securities Act. Although we mentioned in dicta that “[a]nnuities sometimes contain an element of insurance” (since the longer the purchaser lives, the more the seller has to pay), id. at 565, we did not equate annuities and life insurance. And since the Securities Act provides separate exemptions for annuities and insurance, we did not have any reason to consider whether the annuity at issue could fairly be called "insurance.”
. The majority rightly notes that the Fabe Court recognized that this test developed in two cases where the issue at stake was whether the antitrust exemption of McCarran-Ferguson applied. The Fabe Court intimated that the category of “laws enacted for the purpose of regulating the business of insurance” (the first clause of § 1012(b), and the one at stake in Fabe) "necessarily encompasses more than just ‘the business of insurance' ” (the second clause of § 1012(b), and the one at stake in Royal Drug and Pireno). 508 U.S. at 504, 113 S.Ct. at 2210. Any such distinction in scope between the two clauses would not affect this case, however, since there is no question that the Illinois Insurance Code is a law enacted for the purpose of regulating the business of insurance. The only question here is whether Illinois is allowed to apply its insurance code to national banks by calling their offering of an annuity product “the business of insurance.”
. If the import of the third criterion is to ask the empirical question of whether the practice at issue has been limited to entities within the insurance industry, rather than the regulatory question of whether the practice has been legally restricted to only the insurance industry, the answer for annuities is that other entities have historically issued them, particularly charitable organizations and nonprofit institutions.
. The National Securities Court also recognized the danger of attempting to rely on the legislative history of McCarran-Ferguson to unravel the significance of the phrase "the business of insurance.” The Court noted that "Congress was mainly concerned with the relationship between insurance ratemaking and the antitrust laws, and with the power of the States to tax insurance companies.” 393 U.S. at 458-59, 89 S.Ct. at 568. The Court concluded, "The debates centered on these issues, and the Committee reports shed little light on the meaning cf the words 'business of insurance.' ” Id. at 459, 89 S.Ct. at 568. The report referred to by the majority, see supra p. 842, is consistent with the Supreme Court's observation, as it sheds little light on the critical issue. In fact, the entire legislative history contains not a single reference to "annuities” by any member of Congress or any witness during the debates and testimony which resulted in the Act.
. In the only case to raise the issue, the state insurance law was found to be preempted by a specific provision in the National Bank Act — a provision fitting within McCarran-Ferguson’s express exception to state control of "the business of insurance,” where a federal statute "specifically relates” to that business. See Barnett Bank, -U.S. -, 116 S.Ct. 1103 (discussed infra). Thus there was no true conflict between McCar-ran-Ferguson’s grant of limited insurance sovereignty to the states and the power granted national banks to sell insurance in small towns.
.See, e.g., M'Culloch v. Maryland, 17 U.S. (4 Wheat.) 316, 435-37, 4 L.Ed. 579 (1819) (rejecting state power to tax national bank and focuss-ing on national banks as instruments of supreme national government that states have no power to "retard, impede, burden, or in any manner control”); Osborn v. Bank of the United States, 22 U.S. (9 Wheat.) 738, 860, 6 L.Ed. 204 (1824) (reaffirming principles of M’Culloch and noting that national banks are "created for public and national purposes”).
. As explained infra, there is little doubt that the issuing of the Retirement CD falls within the express powers of national banks (since the Comptroller of the Currency says that it does and the conclusion is a reasonable one); nor is there any doubt that Illinois intends to significantly interfere with this activity, since it wants to forbid it entirely.
. Even the appellee does not contend that Congress expressly conditioned exercise of the National Bank Act powers to accept deposits, enter into contracts, incur liabilities, and fund bank operations — i.e., the powers under which the Retirement CD has been authorized by the Comptroller of the Currency, see infra — upon compliance with additional state regulation.
. I fully agree with the majority that this provision of McCarran-Ferguson was designed "to protect state [insurance] regulation primarily against inadvertent federal intrusion.” Supra p. -(quoting Barnett Bank, - U.S. at - , 116 S.Ct. at 1112 (emphasis in original)). The history of McCarran-Ferguson clearly indicates that Congress passed the Act in order to protect state control of the insurance industry against unintentional interference by broad federal statutes, particularly the antitrust laws. See Barnett Bank, - U.S. at-, 116 S.Ct. at 1112 (reviewing history). The National Bank Act, however, is not such a statute; and my analysis does not by any means suggest "applying” it to the insurance industry. The majority's suggestion, supra p. 843, that protecting national banks who want to sell the Retirement CD from state law prohibition of this activity is “exactly the intrusion” that the Barnett Bank Court warned against, does not accurately reflect either the history of McCarran-Ferguson or the nature of our inquiry in the case at hand. This case is about state intrusion into federal banking business, not about federal intrusion into state control of the insurance business.
. The majorily portrays my position as being "that the activities of national banks are simply not subject to state interference, regardless of the McCarran-Ferguson Act.” Supra p. 843. I maintain no such thing. For example, I have no doubt that, were it not for Section 92, the states could forbid national banks to sell insurance in small towns or that the states can now forbid national banks to sell (pure) insurance in towns over 5000 people. Where a national bank is clearly engaged in non-banking, insurance activities, which are not specifically authorized by Congress, McCarran-Ferguson does seem to allow state regulation, even to the point of prohibition. The difficulty of this case is that Illinois wants to regulate as insurance what the Comptroller of the Currency has found to be banking. See infra.
. While the issue of national bank supremacy seems to arise rather infrequently in this circuit, we have previously recognized the import of the issue. In American Sur. Co. of New York v. Baldwin, 90 F.2d 708 (7th Cir.1937), we stated as follows:
National banks are instrumentalities of the federal government created for a public purpose, and, as such, necessarily, subject to the para*862mount authority of the United States. Any attempt by a state to define their duties or to control the conduct of their affairs is void if it conflicts with the laws of the national government and either frustrates the purpose of the federal legislation, or impairs the efficiency of these agencies of the government to discharge the duties for the performance of which they Eire created.
Id. at 709. Such a conclusion of law does not wither and die simply because it has not been relied upon for a long span of years — at least not without explanation of the cause and circumstances of its demise.
. Subsequently, the Federal Deposit Insurance Corporation (FDIC) has also concluded that the Retirement CD is a "deposit" under the terms of the Federal Deposit Insurance Act, 12 U.S.C. § 1813(7). The FDIC termed the Retirement CD a "hybrid CD,” which would be insured by the FDIC like other bank deposits, up to a maximum of $100,000. The only specitd limitation on FDIC coverage is that annuity payments exceeding the value of the Retirement CD at the maturity date would not be federally insured, i.e., if the *863issuing bank failed while the holder of the Retirement CD was still living, but after the total of the annuity disbursements exceeded the account balance as of the maturity date, the FDIC would not continue making the annuity payments. The FDIC insisted that banks issuing the Retirement CD make this restriction clear to potential purchasers, and the OCC has asserted that it will monitor compliance with this requirement.
. The OCC also stated:
The Retirement CD is clearly a financial product whose primary attributes are grounded in the Bank’s expressly authorized powers. While somewhat novel in its approach to determining the interest on deposited funds by providing customers, inter alia, with a fixed periodic lifetime payment, the Retirement CD nonetheless represents fundamentally a bank authorized product.
. For example, the OCC insisted that any issuing national bank take steps to protect itself against the risk of having to make lifetime annuity payments surpassing the value of the invested capital and accrued interest (when a purchaser lives longer than expected). Any issuing bank was required to develop a detailed plan for mitigating this risk, possibly through the purchase of commercially available annuities. Other conditions were designed to address matters such as the financial stability of the issuing banks, accurate accounting, and implementation of adequate product control systems. In addition, the OCC required that an opinion on the FDIC insured status of the CD be obtained and that potential customers be accurately informed of the meaning and significance of the FDIC's determination. The OCC also addressed specific language within the Retirement CD promotional materials, such as use of the term "guaranteed,” to ensure that customers not be misled. Many additional conditions were directed to ensuring that potential purchasers are given clear, complete, and accurate information regarding the features and risks of the CD. The OCC even required that- any issuing banks implement a special training program for all bank personnel who would be involved in the marketing of the CD, as well as a monitoring system to ensure compliance with the OCC conditions and other applicable laws and to handle customer complaints.
. He wrote:
Our legal analysis and conclusions to date have been limited to a determination of the Bank’s authority to conduct the business of banking under the National Bank Act. State regulatory officials may conclude that state insurance laws also apply to the Retirement CD or any other activity which we interpret as being authorized by the National Bank Act. Such a conclusion, however, does not affect our interpretation of that Act. The applicability of any particular state law to the Retirement CD will have to be reviewed on a case by case basis.
The appellee’s attempt to read into this statement some kind of concession by the Comptroller that state insurance laws will apply ignores the plain language of the statement. The Comptroller’s position was simple: no comment.