
USCA1 Opinion

	




          October 26, 1992  UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                              _________________________          Nos. 91-2205               92-1065               92-1150                               GREENWOOD TRUST COMPANY,                                Plaintiff, Appellant,                                          v.                        COMMONWEALTH OF MASSACHUSETTS, ET AL.,                                Defendants, Appellees.                              _________________________                                     ERRATA SHEET                                     ERRATA SHEET               The  opinion of  the  Court issued  on  August 6,  1992,  is          corrected as follows:               On page 6, line 6   insert . . . after "bank[s]"               On  page 9, footnote 4, line 7    change "Title V" to "Title          IV"               On page 26, line 17   change "1987" to "1986"August 6, 1992                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                              _________________________          Nos. 91-2205               92-1065               92-1150                               GREENWOOD TRUST COMPANY,                                Plaintiff, Appellant,                                          v.                        COMMONWEALTH OF MASSACHUSETTS, ET AL.,                                Defendants, Appellees.                              _________________________                    APPEALS FROM THE UNITED STATES DISTRICT COURT                          FOR THE DISTRICT OF MASSACHUSETTS                     [Hon. William G. Young, U.S. District Judge]                                             ___________________                              _________________________                                        Before                                Selya, Circuit Judge,                                       _____________                             Lay,* Senior Circuit Judge,                                   ____________________                            and Pieras,** District Judge.                                          ______________                              _________________________               Arthur  R. Miller, with whom Andrew F. Lane, Gilbert R. Hoy,               _________________            ______________  _______________          Jr.,  Warner & Stackpole, Burt M. Rublin, Wolf, Block, Schorr and          ___   __________________  ______________  _______________________          Solis-Cohen, Alan  R. Feldman, and  Sullivan & Worcester  were on          ___________  ________________       ____________________          brief, for appellant.               Ernest  L. Sarason,  Jr. and  William T.  Matlack, Assistant               ________________________      ___________________          Attorneys General, with whom Scott Harshbarger, Attorney General,                                       _________________          and  Sarah  Wald, Special  Assistant  Attorney  General, were  on               ___________          brief, for appellees.               Frank Max Salinger and Robert E. McKew on brief for American               __________________     _______________          Financial Services Association, amicus curiae.               Arnold M. Lerman, Christopher R. Lipsett, John B. Bellinger,               ________________  ______________________  __________________          III,  Kenneth L. Chernof, and Wilmer, Cutler & Pickering on brief          ___   __________________      __________________________          for Bank of America, et al., amici curiae.               John J. Gill,  Michael F.  Crotty, and Irving  D. Warden  on               ____________   __________________      _________________          brief for American Bankers Association, amicus curiae.               Ralph J. Rohner, Marcia Z. Sullivan, and Steven I. Zeisel on               _______________  __________________      ________________          brief for Consumer Bankers Association, amicus curiae.               L. Richard Fischer, Robert  M. Kurucza, Steven S. Rosenthal,               __________________  __________________  ___________________          James  A. Huizinga,  and Morrison  & Foerster  on brief  for Visa          __________________       ____________________          U.S.A.,  Inc.  and Mastercard  International  Incorporated, amici          curiae.               Alfred J.T. Byrne, General Counsel, Douglas H. Jones, Senior               _________________                   ________________          Deputy  General  Counsel,  Thomas  A. Schulz,  Assistant  General                                     _________________          Counsel,  Colleen  B. Bombardier,  Senior  Counsel,  and Lisa  M.                    ______________________                         ________          Miller,   Counsel,  on  brief   for  Federal   Deposit  Insurance          ______          Corporation, amicus curiae.               Marsha  Kramarck,  Deputy  Attorney  General,  on  brief for               ________________          Delaware State Bank Commissioner, amicus curiae.               Richard P.  Eckman, Daniel I. Prywes,  Joseph L. Lakshmanan,               __________________  ________________   ____________________          and Pepper,  Hamilton &  Scheetz on  brief  for Delaware  Bankers              ____________________________          Association, amicus curiae.               Lee  Fisher, Attorney General  (Ohio) and  Kathleen McDonald               ___________                                _________________          O'Malley, Chief Counsel, Office of Attorney General, on brief for          ________          States  of  Ohio,  Arizona,  Illinois,  Louisiana,  Nevada, South          Dakota and Utah, amici curiae.               Bonnie J.  Campbell, Attorney  General (Iowa), and  Peter R.               ___________________                                 ________          Kochenburger, Assistant Attorney General,  on brief for States of          ____________          Arkansas,  Colorado,  Connecticut, Hawaii,  Idaho,  Iowa, Kansas,          Kentucky,   Maine,  Minnesota,   New   Jersey,  North   Carolina,          Pennsylvania, Rhode Island, South  Carolina, Texas, Vermont, West          Virginia and the District of Columbia, amici curiae.               Michael M. Malakoff, Ellen Doyle, Malakoff, Doyle & Finberg,               ___________________  ___________  _________________________          Nicholas  E. Chimicles,  Michael  D. Donovan,  Robin Resnick  and          ______________________   ___________________   _____________          Greenfield & Chimicles  on brief for Bankcard Holders of America,          ______________________          et al., amici curiae.               James C.  Sturdevant, Kim E. Card,  Sturdevant & Sturdevant,               ____________________  ___________   _______________________          and Gail Hillebrand  on brief for  Consumer Action and  Consumers              _______________          Union, amici curiae.               Albert  Endsley, Steven  W. Hamm,  and Philip  S. Porter  on               _______________  _______________       _________________          brief for  National Association of Consumer Credit Administrators          and American  Conference of Uniform Consumer  Credit Code States,          amici curiae.                              _________________________                              _________________________          ________________          *Of the Eighth Circuit, sitting by designation.          **Of the District of Puerto Rico, sitting by designation.                    SELYA,  Circuit  Judge.   This  train wreck  of  a case                    SELYA,  Circuit  Judge.                            ______________          arises  out of  a headlong  collision between  a state  consumer-          protection law and a federal  banking law.  It brings into  sharp          focus  the  tensions  inherent  in our  federalist  system  while          presenting a novel legal question:  can a federally insured bank,          chartered  in  Delaware,  charge  its  Massachusetts  credit-card          customers a  late fee  on delinquent accounts,  notwithstanding a          Massachusetts statute  explicitly prohibiting the practice?   The          district court answered this  question in the negative, enforcing          the  state  statute  and  granting partial  summary  judgment  in          appellees' favor.  Because we believe that the lower court was on          the wrong track, we reverse.  Federal law has the right of way in          this area.                                           I.                                          I.                                          __                                      Background                                      Background                                      __________                    The pertinent facts are largely undisputed.  Plaintiff-          appellant  Greenwood  Trust  Company  (Greenwood) is  a  Delaware          banking corporation.   Its  deposits are  insured by  the Federal          Deposit   Insurance  Corporation.      Through  a   wholly  owned          subsidiary,  Greenwood  offers an  open  end  credit card     the          Discover Card   to  customers nationwide.  More than  one hundred          thousand of its cardholders live in Massachusetts.                      The  terms  and conditions  applicable  to  use of  the          Discover Card are  spelled out  in a Cardmember  Agreement.   The          Agreement stipulates, inter  alia, that  the holder  must make  a                                _____  ____          minimum monthly  payment, calculated by reference  to the credit-                                          4          card  balance outstanding  from  time to  time,  on or  before  a          designated  due date.  Failure to make  this payment in a timeous          fashion  constitutes  a default.   If  the  default is  not cured          within  twenty days,  a ten-dollar  late charge  is automatically          assessed.                    On  October 27, 1989, the Commonwealth of Massachusetts          advised Greenwood that its imposition of  late charges under such          circumstances contravened state law.  The Commonwealth threatened          to take legal  action.  Greenwood promptly  launched a preemptive          strike, filing a complaint  for declaratory and injunctive relief          in  the  United  States  District   Court  for  the  District  of          Massachusetts.1    The  Commonwealth  denied  that  federal   law          preempted the  Massachusetts statute.    It also  counterclaimed,          seeking to  bar  Greenwood from  assessing  late charges  and  to          collect  restitutionary damages,  together with  civil penalties,          referable to Greenwood's defiance of state law.                    The  district court adjudicated  the parties' competing          claims  on cross-motions  for  summary judgment.   Discerning  no          federal  preemption,  the  court  ruled  that  Massachusetts  law          applied.    Since  the  court  interpreted  that  law  to  forbid          Greenwood's imposition of late charges upon cardholders who lived          in  Massachusetts,  it  denied  Greenwood's  motion  and  granted          partial summary judgment in  the Commonwealth's favor.  Greenwood                                                                  _________                                        ____________________               1Greenwood's  suit  invoked  the  Supremacy  Clause  of  the          federal Constitution.  The  Commonwealth and its Attorney General          were named as defendants.  For simplicity's sake we refer to both          defendants as "the Commonwealth."                                          5          Trust Co. v. Massachusetts, 776 F. Supp. 21 (D. Mass. 1991).  The          _________    _____________          district  court certified  its rulings  for interlocutory  appeal          under 28  U.S.C.    1292(b)  (1988).   In  light of  the  pivotal          importance and  broad  commercial consequence  of  the  questions          presented, we  accepted  the certification.    (As an  aside,  we          remark  that our  belief as  to the  importance of  the questions          presented  has been validated to some degree by the outpouring of          amicus  briefs,  some  favoring  appellant's  position  and  some          opposing it.)  These appeals ensued.2                                         II.                                         II.                                         ___                                 The Statutory Scheme                                 The Statutory Scheme                                 ____________________                    Two statutes  lay at the  heart of the  dispute between          these protagonists:   the state law that prohibits the imposition          of late fees by credit-card issuers, viz., Mass. Gen. L. ch. 140,             114B (1991) (Section 114B), and the federal law which arguably          preempts the state statute,  viz., Section 521 of  the Depository          Institutions  Deregulation  and  Monetary  Control  Act  of  1980          (DIDA), Pub. L.  No. 96-221,  94 Stat. 132  (1980) (codified,  as          amended,  in scattered  sections of  the U.S.  Code).   This case          demands  that  we  determine  whether  section  114B's  immovable          prohibition survives section 521's irresistible preemptive sweep.                    The  Massachusetts  statute  is  straightforward.    It          provides that:  "No creditor  shall impose a delinquency  charge,                                        ____________________               2Endeavoring to ensure that  its flanks are fully protected,          Greenwood  has prosecuted  three  separate appeals,  each with  a          different jurisdictional thrust.   It is not necessary for  us to          distinguish among them.                                          6          late charge, or similar charge on loans made pursuant to . . . an          open end credit plan."  Mass. Gen. L. ch. 140,   114B.                    On   the   other   hand,   section   521   is   equally          uncompromising:                         In   order  to   prevent  discrimination                    against  State-chartered  insured  depository                    institutions,   including   insured   savings                    banks, . . .  with respect to interest rates,                    .  .  .  such  State  bank[s]   .  .  .  may,                    notwithstanding  any  State  constitution  or                    statute which  is  hereby preempted  for  the                    purposes  of  this  section,  take,  receive,                    reserve, and  charge on any loan  or discount                    made, or upon any  note, bill of exchange, or                    other evidence of debt, interest at a rate of                    not more than 1  per centum in excess of  the                    discount rate on ninety-day  commercial paper                    in effect at the  Federal Reserve bank in the                    Federal  Reserve  district  where such  State                    bank  . . . is located or at the rate allowed                    by the  laws  of  the  State,  territory,  or                    district where the bank is located, whichever                    may be greater.          12 U.S.C.   1831(d)(a) (1988 & Supp. 1990).                                           III.                                         III.                                         ____                                      Discussion                                      Discussion                                      __________                                          A.                                          A.                                          __                            Preemption:  General Principles                            Preemption:  General Principles                            _______________________________                    In Gibbons v. Ogden, 22 U.S. (9 Wheat.) 1 (1824), Chief                       _______    _____          Justice Marshall declared that, under the rubric of the Supremacy          Clause,3 state  laws which  "interfere with,  or are contrary  to                                        ____________________               3The Supremacy Clause provides that:                         This  Constitution, and the  Laws of the                    United   States  which   shall  be   made  in                    Pursuance thereof; and  all Treaties made, or                    which shall  be made, under  the Authority of                    the United  States, shall be the  supreme Law                                          7          the laws of Congress, made in pursuance of the constitution," are          preempted  and, therefore,  invalid.   Id. at  211.   This verity                                                 ___          remains firmly embedded in our modern jurisprudence.   See, e.g.,                                                                 ___  ____          Wisconsin  Pub.  Intervenor v.  Mortier,  111 S.  Ct.  2476, 2481          ___________________________     _______          (1991); Hillsborough County v. Automated Medical Labs., Inc., 471                  ___________________    _____________________________          U.S. 707,  712 (1985); Securities  Indus. Ass'n v.  Connolly, 883                                 ________________________     ________          F.2d  1114,  1117 (1st  Cir. 1989),  cert.  denied, 495  U.S. 956                                               _____  ______          (1990).                      In  placing constitutional  theory  into practice,  the          Court  has  generally distinguished  between express  and implied          preemption.    Express  preemption  occurs  "when   Congress  has          'unmistakably  . . . ordained'  that its enactments  alone are to          regulate a  [subject, and]  state laws regulating  that [subject]          must fall."   Jones v. Rath Packing Co., 430 U.S. 519, 525 (1977)                        _____    ________________          (quoting Florida Lime &  Avocado Growers, Inc. v. Paul,  373 U.S.                   _____________________________________    ____          132, 142 (1963)).  In such instances, the only remaining question          is whether a  particular state statute intrudes into  the federal          pale.   See Schneidewind v. ANR  Pipeline Co., 485  U.S. 293, 299                  ___ ____________    _________________          (1988); Cable Television Ass'n  v. Finneran, 954 F.2d 91,  98 (2d                  ______________________     ________          Cir. 1992).                    Implied preemption comes in a wide variety of sizes and          shapes.   Indeed, we have  said that "[t]he concept  . . .  has a                                        ____________________                    of the  Land; and  the Judges in  every State                    shall  be  bound  thereby, any  Thing  in the                    Constitution or  Laws  of any  State  to  the                    Contrary notwithstanding.          U.S. Const., art. VI, cl. 2.                                            8          certain protean quality,  which renders pigeonholing  difficult."          French v.  Pan Am Express, Inc.,  869 F.2d 1, 2  (1st Cir. 1989).          ______     ____________________          Implied preemption can occur when Congress constructs a scheme of          federal  regulation  "so  pervasive  as to  make  reasonable  the          inference that Congress left no room for the States to supplement          it"; or when an "Act of Congress . . . touch[es] a field in which          the  federal interest is so dominant that the federal system will          be  assumed to  preclude enforcement  of state  laws on  the same          subject"; or when the  goals of, and obligations imposed  by, the          federal law make manifest a purpose to uproot state law.  Rice v.                                                                    ____          Santa  Fe  Elevator  Corp.,  331 U.S.  218,  230  (1947);  accord          __________________________                                 ______          Mortier, 111 S. Ct. at 2481-82; English v. General Elec. Co., 496          _______                         _______    _________________          U.S.  72,  79  (1990).   Implied  preemption  can  also occur  in          situations involving  actual conflicts,  such as when  compliance          with both  federal and state regulation is an impossibility, see,                                                                       ___          e.g., Florida Lime, 373 U.S. at 142-43, or when state law "stands          ____  ____________          as  an obstacle to the  accomplishment and execution  of the full          purposes and objectives  of Congress."  Hines  v. Davidowitz, 312                                                  _____     __________          U.S. 52, 67 (1941).                    Certain  common strands  bind these diverse  species of          express and  implied preemption together.   Two such  threads run          through the  fabric of the instant  case.  For one  thing, in any          preemption  analysis,  "the  question   of  whether  federal  law          preempts  a  state  statute  is  one  of  congressional  intent."          French, 869 F.2d  at 2; accord  Ingersoll-Rand Co. v.  McClendon,          ______                  ______  __________________     _________          111  S. Ct. 478, 482 (1990); Securities Indus., 883 F.2d at 1117.                                       _________________                                          9          For  another  thing,  the  different strains  of  preemption  all          operate on "the assumption that the historic police powers of the          States [are] not to be superseded by [a]  Federal Act unless that          was  the clear and manifest purpose of Congress."  Rice, 331 U.S.                                                             ____          at 230; see also Mortier,  111 S. Ct. at 2482; California  v. ARC                  ___ ____ _______                       __________     ___          America  Corp., 490  U.S.  93, 101  (1989).   Courts  must  tread          ______________          cautiously  in  this arena  because the  authority to  displace a          sovereign state's law is "an extraordinary power . . . .  that we          must  assume Congress  does not  exercise lightly."   Gregory  v.                                                                _______          Ashcroft,  111 S. Ct. 2395,  2400 (1991).   Even federal statutes          ________          that contain  express preemption  clauses must be  viewed through          the  prism of this assumption.   See Cipollone  v. Liggett Group,                                           ___ _________     ______________          Inc.,  60 U.S.L.W. 4703, 4706-07  (U.S. June 24, 1992) (plurality          ____          opinion); id.  at  4711 (Blackmun,  J.,  concurring in  part  and                    ___          dissenting in part).                                          B.                                          B.                                          __                               The Track We Must Travel                               The Track We Must Travel                               ________________________                    We  move  now  from  the  general  to  the  particular.          Section 521 boasts an express preemption clause.  In recent days,          the  High  Court has  made  it  pellucidly clear  that,  whenever          Congress  includes an  express  preemption clause  in a  statute,          judges  ought to limit themselves to the preemptive reach of that          provision without essaying any further analysis under the various          theories of  implied preemption.   See Cipollone, 60  U.S.L.W. at                                             ___ _________          4707 (plurality  opinion); id. at 4711  (Blackmun, J., concurring                                     ___          in  part and  dissenting  in  part).    Given  the  teachings  of                                          10          Cipollone and the plain language of section 521 ("notwithstanding          _________          any State constitution  or statute which is  hereby preempted for          the  purposes of  this  section"), we  reject the  Commonwealth's          contention that this is an implied preemption case.4                    Our conclusion  that the  proper analysis in  this case          reduces to  an inquiry into  express preemption is  unaffected by          the  fact that  the inquiry  requires us  to interpret  the terms          "interest" and "interest  rates" as they are employed  in section          521.  While  uncertainty about the meaning  of interstitial terms          in the text of a federal statute may affect the  scope of express          preemption,  it  does  not  bear directly  on  the  character  of          Congress's  preemptory intent.    See Cipollone,  60 U.S.L.W.  at                                            ___ _________          4707-10  (plurality  opinion);  id.  at  4711-14  (Blackmun,  J.,                                          ___          concurring in part and dissenting in part); Cable Television, 954                                                      ________________          F.2d at  98.   In other  words, so long  as Congress's  intent to          effect preemption  remains clear and manifest,  uncertainty which          pertains  only to the contours of the ensuing preemption does not                                        ____________________               4The district court  apparently accepted the  Commonwealth's          position and treated the case as one of  implied preemption.  See                                                                        ___          Greenwood Trust,  776 F. Supp.  at 30.   It is  likely that  this          _______________          error  derived   from  the   miasma  of  doubt   surrounding  the          applicability  of section  521  in Massachusetts.   The  district          court  believed that  the Commonwealth  had exercised  its right,          under  section 525  of  DIDA, 12  U.S.C.    1730(g)  note  (since          repealed by  Title IV of  FIRREA, Pub. L.  No. 101-73,  103 Stat.          183, 363 (1989)), to  opt out of section 521's  preemptive grasp.          See,  e.g., Greenwood  Trust, 776 F.  Supp. at  24 n.6,  26, 30 &          ___   ____  ________________          n.24,  35.     The  court  overlooked,   however,  that  although          Massachusetts  opted out  in 1981,  see 1981  Mass. Acts  231, it                                              ___          reversed direction and, in effect, opted back in well before this          litigation  began.  See 1986 Mass.  Acts 177 (repealing pertinent                              ___          portions of 1981  Mass. Acts  231).  Section  521 is,  therefore,          fully applicable to the instant case.                                          11          necessitate an  alteration of a reviewing  court's basic analytic          approach.                                          C.                                          C.                                          __                   The Scope of Express Preemption under Section 521                   The Scope of Express Preemption under Section 521                   _________________________________________________                      We must  still resolve  the crucial question  of what                                                                       ____          state  laws  are preempted.   Put  specifically,  is a  state law          banning  the   imposition  of  late  charges   a  law  regulating          "interest" within the  purview of  section 521?   If so,  chapter          114B is preempted.                    This inquiry necessarily  reduces to ascertaining  what          Congress meant  by the word  "interest" in drafting  section 521.          In divining this legislative  intent, it is incumbent upon  us to          "begin with the  language employed by Congress and the assumption          that the  ordinary meaning of that  language accurately expresses          the legislative purpose."  Morales v. Trans World Airlines, Inc.,                                     _______    __________________________          112 S. Ct. 2031, 2036 (1992)  (quoting FMC Corp. v. Holliday, 111                                                 _________    ________          S. Ct.  403, 407 (1990)).  In the process, however, we should not          wear  blinders:    if there  is  "good  reason  to believe"  that          Congress  intended to  deviate from the  ordinary meaning  of the          language  selected,  then  a  reviewing  court  must  follow  the          congressional lead.   Cipollone,  60 U.S.L.W. at  4708 (plurality                                _________          opinion) (quoting Shaw v. Delta Air Lines,  Inc., 463 U.S. 85, 97                            ____    ______________________          (1983)); see also American Tobacco Co. v. Patterson, 456 U.S. 63,                   ___ ____ ____________________    _________          68 (1982).                    Should  perlustration  of  a  statute's  text  fail  to          disclose  the scope of Congress's preemptory intent, we must then                                          12          assess the  statute's structure  and  purpose in  order to  probe          Congress's wishes.  Ingersoll-Rand, 111 S. Ct. at 482; FMC Corp.,                              ______________                     _________          111 S. Ct.  at 407.  Moreover, a court,  faced with the necessity          of delineating a facially cryptic statute's preemptive scope, can          repair to statutory history and  legislative context in order  to          facilitate its  inquiry into congressional purpose.  See Toibb v.                                                               ___ _____          Radloff, 111  S. Ct. 2197, 2200 (1991); Blum v. Stenson, 465 U.S.          _______                                 ____    _______          886, 896 (1984).                                          1.                                          1.                                          __                    The Commonwealth urges, and the lower court determined,          Greenwood  Trust,  776 F.  Supp.  at  36-38, that  section  521's          ________________          language plainly limits its preemptory impact to state  laws that          govern numerical  interest  rates,  thereby  leaving  state  laws          regulating  flat fees unscathed    even when, as  here, such fees          arise out of the extension and maintenance of credit.  We are not          persuaded that  the plain meaning of  "interest" and/or "interest          rates"   as  used  in   section  521  requires   so  grudging  an          interpretation.                      In  the first place, we  do not believe  that the plain          meaning of "interest" necessarily restricts the definition of the          word to  numerical percentage  rates.  Reference  works typically          define interest as  "a charge for  borrowed money[,] generally  a                                                               _________          percentage  of  the  amount   borrowed."    Webster's  Ninth  New                                                      _____________________          Collegiate Dictionary 630  (1989) (emphasis  supplied); see  also          _____________________                                   ___  ____          Black's Law Dictionary 812  (6th ed. 1990).  Such  definitions do          ______________________          not limit interest to numerical percentage rates, for they simply                                          13          note  that  interest is  often, but  not  always, expressed  as a          percentage.  If the Commonwealth's circumscribed view of the word          were accurate,  there  would  be  no basis  for  suggesting  that          exceptions exist.                      Judicial opinions  also tend to shy  away from limiting          the word "interest" to numerical percentage rates.  Specifically,          federal  case  law has  long suggested  that, in  ordinary usage,          interest  may encompass  late fees  and  kindred charges.5   See,                                                                       ___          e.g.,  Shoemaker  v. United  States,  147  U.S. 282,  321  (1893)          ____   _________     ______________          ("Interest  accrues either by agreement of the debtor to allow it          for the use of money, or, in the nature of damages, by reason  of          the failure of the debtor to pay the principal when due."); Brown                                                                      _____          v. Hiatts, 82 U.S. (15 Wall.) 177, 185 (1873) ("[i]nterest is the             ______          compensation allowed by law, or fixed by the parties, for the use          or forbearance of money, or as damages for its detention").                    Thus, the door is open to appellant's interpretation of          the  term.   Suggesting  that an  additional  fee attached  to  a          delinquent, defaulted  account is related to  the creditor's cost          of lending that money does no violence to language, to precedent,          or,  indeed,  to  logic.     Default  necessarily  increases  the                                        ____________________               5Since we are interpreting the terms of a federal statute in          a  dispute between Massachusetts and  a Delaware bank,  we do not          believe  that definitions  of interest  emanating from  courts in          other states are relevant to our inquiry, except insofar as those          cases purpose  to interpret DIDA or its forebears.  In any event,          such state-law definitions go both ways.  Compare, e.g., Perry v.                                                    _______  ____  _____          Stewart  Title Co., 756 F.2d 1197, 1207-08 (5th Cir. 1985) (under          __________________          Texas  law, late charges are  not a component  of interest) with,                                                                      ____          e.g.,  Swindell v. Federal Nat'l Mortgage  Ass'n, 409 S.E.2d 892,          ____   ________    _____________________________          894-95  (N.C. 1991) (under North Carolina law, late charges are a          component of interest).                                          14          creditor's cost of  processing a loan.  Therefore,  a late fee is          sufficiently related to the  "use or forbearance of money, or . .          .  damages  for  its  detention"  that  it  can appropriately  be          classified as "interest."                    In  the second place, the  use of words  like "rate" in          conjunction with the word  "interest" does little to advance  the          Commonwealth's thesis.   While there  may exist  support for  the          assertion that a flat fee is not included in the plain meaning of          terms  such  as  "rate"   and  "interest  rates,"  section  521's          preemptive  reach cannot  so  easily be  restricted to  numerical          percentage rates.  Terms in an act whose meaning may appear plain          outside the scheme of the statute can take on a different meaning          when  read in their proper  context.  See  United Steelworkers of                                                ___  ______________________          America v. Weber,  443 U.S.  193, 201 (1979);  Train v.  Colorado          _______    _____                               _____     ________          Pub.  Interest Research Group, Inc.,  421 U.S. 1,  10 (1976).  As          ___________________________________          Judge Learned Hand  once wrote, words  can be "chameleons,  which          reflect  the  color  of  their  environment."    Commissioner  v.                                                           ____________          National  Carbide Corp., 167 F.2d 304, 306 (2d Cir. 1948), aff'd,          _______________________                                    _____          336 U.S. 422 (1949).                    In   short,  the   plain-meaning  doctrine  is   not  a          pedagogical  absolute.   This  rule of  construction is  more "an          axiom of experience  than a rule  of law,  and does not  preclude          consideration   of  persuasive  evidence"   in  contradiction  to          supposedly  plain meaning if such evidence exists.  Boston Sand &                                                              _____________          Gravel Co. v. United States, 278 U.S. 41, 48 (1928) (Holmes, J.).          __________    _____________          Hence,  a court  must  always hesitate  to  construe words  in  a                                          15          statute according to  their apparent  meaning if to  do so  would          defeat Congress's discovered intendment.   See Bob Jones Univ. v.                                                     ___ _______________          United States, 461 U.S. 574, 586 (1983); Watt v. Alaska, 451 U.S.          _____________                            ____    ______          259, 266 (1981); Church of the Holy Trinity v. United States, 143                           __________________________    _____________          U.S. 457, 459 (1892).  It follows that:                    deference  to the  plain meaning  rule should                    not  be unthinking  or  blind.   We would  go                    beyond  the  plain meaning  of  the statutory                    language when  adherence to it  would produce                    an  absurd  result  or  an  unreasonable  one                    plainly at  variance with the  policy of  the                    legislation as a whole.          Massachusetts Fin. Servs., Inc. v. Securities Investor Protection          _______________________________    ______________________________          Corp.,  545 F.2d 754, 756 (1st Cir. 1976) (citations and internal          _____          quotation  marks omitted),  cert.  denied, 431  U.S. 904  (1977);                                      _____  ______          accord In re Trans  Alaska Pipeline Rate Cases, 436 U.S. 631, 643          ______ _______________________________________          (1978).                     Viewed   as    part   of   this    mise-en-scene,   the          Commonwealth's plain-meaning argument cannot  carry the day.  The          argument  gathers  little steam  because  the  use  of the  terms          "interest" and "interest rates"  in section 521 is an  example of          how phrases' meanings can take on different colorations when read          in  their legislative  and historical  context.   Accordingly, we          must  move beyond  the  plain-meaning doctrine  to determine  the          scope of express preemption under section 521.                                          2.                                          2.                                          __                    The  preamble to  section 521  states that the  law was          created  "to  prevent   discrimination  against   State-chartered          insured  depository  institutions,   including  insured   savings                                          16          banks."   To understand the reference, we  examine the historical          context.                    As the 1970s wound  down, the Nation was caught  in the          throes of a  devastating credit crunch.   Interest rates  soared.          See, e.g., United  States v.  Ven-Fuel, Inc., 758  F.2d 741,  764          ___  ____  ______________     ______________          n.20 (1st  Cir. 1985) (cataloguing fluctuations in the prime rate          from  1975 to  1983).   Nevertheless, state  lending institutions          were constrained in the interest they could charge by state usury          laws  which  often  made  loans economically  unfeasible  from  a          lender's  coign of  vantage.  See  Gavey Properties/762  v. First                                        ___  ____________________     _____          Fin. Sav. & Loan, 845 F.2d 519, 521 (5th Cir. 1988); Bank of  New          ________________                                     ____________          York v. Hoyt, 617  F. Supp. 1304,  1309 (D.R.I. 1985).   National          ____    ____          banks did  not share  this inhibition  because they could  charge          whatever interest rates were allowed under the  National Bank Act          of  1864, ch. 106, 13  Stat. 99 (1864)  (codified, as amended, in          scattered   sections  of   12   U.S.C.)  (the   Bank  Act),   and          specifically, those rates  which were permitted under Bank  Act            85, 12 U.S.C.   85 (1988), quoted infra note 7.  Since section 85                                            _____          authorized national banks to use interest rates set by  reference          to federal discount  rates, state institutions were  at an almost          insuperable competitive disadvantage.6                                        ____________________               6Section 85 was originally  enacted to shield national banks          from state  laws  that were  discriminating  against them.    See                                                                        ___          Marquette Nat'l Bank v. First of Omaha Serv. Corp., 439 U.S. 299,          ____________________    __________________________          314-18  (1978); Cong.  Globe, 38th  Cong., 1st Sess.  2126 (1864)          (statement of Sen.  Sherman).   More than a  century later,  this          shield  had  become a  sword  wielded by  national  banks against          state-chartered lenders.  As we have written before, "irony is no          stranger to the law."   Amanullah v. Nelson, 811 F.2d 1,  18 (1st                                  _________    ______          Cir. 1987).                                          17                    Congress  tried  to  level the  playing  field  between          federally  chartered and  state-chartered banks  when it  enacted          DIDA.  See 126 Cong. Rec. 6,907 (1980) (section 521 will "allow[]                 ___          competitive equity among  financial institutions, and  reaffirm[]          the principle that institutions offering similar products  should          be subject  to similar rules")  (statement of Sen.  Bumpers); 126          Cong. Rec. 6,900 (1980) (section 521 should "provide[] parity, or          competitive   equality,  between   national  banks   and  State[-          ]chartered depository institutions on lending limits") (statement          of Sen. Proxmire).  To achieve this objective, Congress engrafted          onto DIDA's  bare bones, at  several points, language  taken from          the Bank  Act.  Section  521, modeled on  section 85 of  the Bank          Act,  was the site of one such transplantation.7  The parallelism                                        ____________________               7We consider the transplanted language to be the following:                         [A  state-chartered,  federally  insured                    depository  institution],   with  respect  to                    interest  rates,  .  .  .  may  .  . .  take,                    receive, reserve, and  charge on any loan  or                    discount  made,  or  upon any  note,  bill of                    exchange, or other evidence of debt, interest                    at  a rate of not  more than 1  per centum in                    excess  of  the discount  rate  on ninety-day                    commercial  paper in  effect  at the  Federal                    Reserve bank in the Federal  Reserve district                    where  such State bank . . . is located or at                    the rate  allowed by  the laws of  the State,                    territory,  or  district  where  the  bank is                    located, whichever may be greater.          12 U.S.C.   1831(d)(a) (DIDA   521).  The comparison between this          language and  the language of section 85 is striking.  The latter          provided in relevant part:                         [A  national  bank]  may take,  receive,                    reserve, and  charge on any loan  or discount                    made, or  upon any notes,  bills of exchange,                    or other  evidence of  debt, interest  at the                                          18          was  not mere happenstance.  To the exact contrary, Congress made          a  conscious choice  to incorporate  the Bank  Act standard  into          DIDA.  See, e.g., 126 Cong. Rec. 6,907  (1980) (statement of Sen.                 ___  ____          Bumpers); 125 Cong. Rec. 30,655 (1979) (statement of Sen. Pryor);          see also Gavey, 845 F.2d at 521.           ___ ____ _____                    The historical record clearly  requires a court to read          the parallel provisions of DIDA and the Bank Act in pari materia.                                                           __ ____ _______          It  is,  after all,  a general  rule  that when  Congress borrows          language  from one  statute  and incorporates  it  into a  second          statute, the language of  the two acts should be  interpreted the          same way.  See  Morales, 112 S. Ct. at 2037;  Ingersoll-Rand, 111                     ___  _______                       ______________          S. Ct. at 485-86; Oscar Mayer &  Co. v. Evans, 441 U.S. 750,  756                            __________________    _____          (1979).   So  here.  What  is more,  when borrowing  of this sort          occurs, the borrowed phrases do not shed their skins like so many          reinvigorated  reptiles.    Rather,   "if  a  word  is  obviously          transplanted from another legal source, whether the common law or          other legislation, it brings the old soil with it."  Frankfurter,          Some  Reflections on the Reading  of Statutes, 47  Colum. L. Rev.          _____________________________________________                                        ____________________                    rate  allowed  by  the  laws  of  the  State,                    Territory,  or District  where  the  bank  is                    located,  or at  a  rate of  1 per  centum in                    excess of  the  discount rate  on  ninety-day                    commercial  paper  in effect  at  the Federal                    reserve bank in  the Federal reserve district                    where the  bank is located, whichever  may be                    the greater . . . .          12  U.S.C.    85  (1988) (Bank  Act    85).   Although  there are          niggling  variations,  the   key  phraseology  is   substantially          identical.  Accord Gavey, 845 F.2d at 521 (interpreting 12 U.S.C.                      ______ _____            1730(g)(a), a  section of DIDA containing language  parallel to          section 521).                                          19          527,  537 (1947).   Because we think  it is perfectly  plain that          this portable soil includes prior judicial interpretations of the          transplanted   language,  see   Holmes  v.   Securities  Investor                                    ___   ______       ____________________          Protection  Corp., 112  S. Ct.  1311, 1317-18  (1992);  Pierce v.          _________________                                       ______          Underwood,  487 U.S. 552, 567 (1988); Lorillard v. Pons, 434 U.S.          _________                             _________    ____          575,  580-81   (1978),  Bank  Act  precedents   must  inform  our          interpretation of words  and phrases  that were  lifted from  the          Bank Act and inserted into DIDA's text.                    While we  believe that  several principles  inherent in          section 85 were  transfused into section  521, the critical  item          for  present purposes  is  the principle  of  exportation.   This          principle,  solidly embedded in the language  and purpose of both          acts, provides the mechanism  whereby a bank may continue  to use          the  favorable  interest  laws  of  its  home  state  in  certain          transactions with  out-of-state borrowers.8  See  Marquette Nat'l                                                       ___  _______________          Bank v. First of Omaha Serv.  Corp., 439 U.S. 299, 313-19 (1978);          ____    ___________________________          Gavey, 845 F.2d at 521.   To the extent that a  law or regulation          _____          enacted  in the  borrower's home  state purposes  to inhibit  the          bank's  choice  of  an  interest  term  under  section  521, DIDA          expressly preempts the state law's operation.                       Read in this way, the language borrowed from  Bank Act            85 and  incorporated into  DIDA   521  achieves parity  between          national banks and their state-chartered counterparts by allowing                                        ____________________               8The  exportable  rates  are  those available  to  the  most          favored lenders in the  bank's state, not merely  those available          to  lenders of  a  similar size,  character,  or function.    See                                                                        ___          Tiffany v. National  Bank of  Missouri, 85 U.S.  (18 Wall.)  409,          _______    ___________________________          411-13 (1874).                                          20          lenders  such as  Greenwood to choose  among three  interest rate          ceilings:    (1)  the  highest rate  lawfully  permitted  without          reference  to section 521;  (2) a rate not  more than one percent          above the discount rate  on 90-day commercial paper in  effect at          the  Federal Reserve Bank  in the federal  reserve district where          the lender  is located; or  (3) the highest  rate allowed  by the          laws  of the  state where the  lender is located.   Section 521's          express preemption  clause is  designed to maintain  this parity.          Acting  in combination  with the  principle of  exportation, this          clause  necessarily  derails   any  state-sponsored  attempt   to          regulate the  maximum interest chargeable by  a federally insured          bank  chartered in another state.   For our  purposes, this means          that any Massachusetts  law applicable to Greenwood must yield to          the  preemptory force of section 521 insofar as the regulation of          "interest" is concerned.                    We reach this conclusion  mindful of the fact  that the          state statute here at  issue visits two areas which  are squarely          within the ambit of  the states' historic powers    banking, see,                                                                       ___          e.g.,  Northeast Bancorp,  Inc.  v.  Board  of Governors  of  the          ____   ________________________      ____________________________          Federal  Reserve Sys., 472 U.S.  159, 177 (1985);  Valley Bank v.          _____________________                              ___________          Plus  Sys.,  Inc.,  914 F.2d  1186,  1195  (9th  Cir. 1990),  and          _________________          consumer  protection.  See, e.g.,  ARC America, 490  U.S. at 101;                                 ___  ____   ___________          General  Motors  Corp. v.  Abrams, 897  F.2d  34, 41-42  (2d Cir.          ______________________     ______          1990).   Although  this  circumstance means  that any  preemption          provision must be  construed cautiously and  with due regard  for          state  sovereignty,   see  Cipollone,  60   U.S.L.W.  at  4706-07                                ___  _________                                          21          (plurality  opinion); id.  at 4711  (Blackmun, J.,  concurring in                                ___          part and  dissenting in  part), it  does not  serve as a  buckler          against the force  of the  Supremacy Clause.   When Congress  has          acted within its authority  and its intent to displace  state law          is  clear   preconditions which  obtain here    preemption is not          foreclosed by the fact that the federal statute intrudes into the          range  of  subjects  over  which the  states  have  traditionally          exercised  their police powers.9   See Fidelity Fed.  Sav. & Loan                                             ___ __________________________          Ass'n v. De La Cuesta, 458 U.S. 141, 153 (1982).          _____    ____________                                         3.                                          3.                                         __                    To  be  sure,  the  impuissance  of the  Commonwealth's          plain-meaning argument  signifies only that  the terms "interest"          and  "interest rates" as used  in section 521  are susceptible to          interpretation    not that  the Commonwealth's interpretation  of          those  terms  is  necessarily   wrong  or  that  the  appellant's          interpretation  is  necessarily correct.    To  like effect,  our          recognition of DIDA's  ancestry, while illuminating, provides  us          with no definitive answer to the precise question at hand.  Since          DIDA's text and legislative history are, at bottom, inconclusive,          we must look either to federal common law or to state law to give          content to the terms in question.                    In  general,  the  words  and phrases  contained  in  a          federal statute are  defined by  reference to federal  law.   See                                                                        ___                                        ____________________               9By the same token,  the relative importance of a  state law          to a state sovereign is immaterial when that  law is displaced by          a valid  federal  statute,  for  the Framers  provided  that  the          federal law must prevail.   See Free v. Bland, 369 U.S.  663, 666                                      ___ ____    _____          (1962).                                          22          Mississippi Band of Choctaw Indians v. Holyfield, 490 U.S. 30, 43          ___________________________________    _________          (1989); Jerome v. United States, 318 U.S. 101, 104 (1943).  There                  ______    _____________          are two compelling reasons  for adhering to this praxis.   First,          application of state-law definitions may threaten the policies or          interests  which a  federal statute  is designed  to serve.   See                                                                        ___          United States v. Kimbell  Foods, Inc., 440 U.S. 715,  728 (1979);          _____________    ____________________          Burks v. Lasker, 441  U.S. 471, 479 (1979).   Second, application          _____    ______          of  state-law  definitions  may  disrupt  Congress's  desire  for          nationwide  uniformity under  a federal  statute.   See Kamen  v.                                                              ___ _____          Kemper  Fin.  Servs.,  Inc.,  111  S.  Ct.  1711,  1717   (1991);          ___________________________          Mississippi Band, 490 U.S. at 43-44.            ________________                    Resort to uniquely federal definitions is not, however,          automatic.  "Congress  sometimes intends that a statutory term be          given content  by  the application  of state  law."   Mississippi                                                                ___________          Band, 490  U.S. at 43.   In such  instances, a federal  court may          ____          properly use state law  to fill the interstices within  a federal          legislative  scheme.   See, e.g.,  Kamen, 111  S. Ct.  at 1722-23                                 ___  ____   _____          (holding it  proper to borrow  a definition from  state corporate          law);  Mississippi Band,  490 U.S.  at 47-53  (allowing state-law                 ________________          definition of "domicile" to inform a federal definition); Federal                                                                    _______          Election  Comm'n v. National Right  to Work Comm.,  459 U.S. 197,          ________________    _____________________________          204-05 (1982)  (similar, in  corporate-law context); De  Sylva v.                                                               _________          Ballentine,  351 U.S.  570, 580-81  (1956) (borrowing  definition          __________          from state domestic relations  law); Reconstruction Fin. Corp. v.                                               _________________________          Beaver County, 328 U.S.  204, 208-10 (1946) (borrowing definition          _____________          from state property law).  This "does not mean that a State would                                          23          be entitled to  use [a statutory term] in  a way entirely strange          to those familiar with  its ordinary usage, but  at least to  the          extent  that there  are  permissible variations  in the  ordinary          concept  [of that term] we [may] deem state law controlling."  De                                                                         __          Sylva, 351 U.S. at 581.            _____                    In  this case,  we need  not decide whether  federal or          state  law is  the appropriate  point of  reference.   Since both          sources produce  the same result,  it would  be a mere  matter of          form    and idle    to choose between  them.  See  Royal Business                                                        ___  ______________          Group, Inc. v. Realist, Inc., 933 F.2d 1056, 1064 (1st Cir. 1991)          ___________    _____________          (eschewing choice of  law where, whatever the  choice, the result          of  the litigation would not be affected); Fashion House, Inc. v.                                                     ___________________          K  Mart  Corp., 892  F.2d 1076,  1092  (1st Cir.  1989)  ("When a          ______________          choice-of-law  question  has  been  reduced to  the  point  where          nothing  turns on more precise refinement, that should be the end          of the matter.").  We illustrate briefly.                                          a.                                          a.                                          __                    Section 521 allows a state  bank to charge interest "at          the rate allowed by the laws of the State . . . where the bank is          located."   We think this is a fairly clear indication that, if a          state-law definition  of interest is applicable,  it must emanate          from Delaware law.  We so hold, much bolstered by the recognition          that section 85 "adopts  the entire case  law of [a state  bank's          home]  state interpreting  the state's  limitations on  usury; it          does not merely  incorporate the  numerical rate  adopted by  the          state."   First Nat'l Bank v. Nowlin, 509 F.2d 872, 876 (8th Cir.                    ________________    ______                                          24          1975); accord  Roper v. Consurve, Inc., 777 F. Supp. 508,  510-11                 ______  _____    ______________          (S.D.  Miss. 1990), aff'd, 932 F.2d 965 (5th Cir.) (table), cert.                              _____                                   _____          denied,  112  S.  Ct. 181  (1991).    Our  conclusion is  further          ______          fortified by the knowledge  that several other federal tribunals,          in addition  to  the Nowlin  and Roper  courts, have  interpreted                               ______      _____          identical  language in  section 85  of the  Bank Act  as adopting          definitions  drawn from  the law of  the state where  the bank is          located.  See,  e.g., Daggs v. Phoenix Nat'l Bank,  177 U.S. 549,                    ___   ____  _____    __________________          555 (1900); Union  Nat'l Bank v.  Louisville, N.A. & C.  Ry., 163                      _________________     __________________________          U.S. 325, 331  (1896); NCNB Nat'l Bank  v. Tiller, 814  F.2d 931,                                 _______________     ______          937 (4th Cir. 1987), overruled on other grounds by Busby v. Crown                               _____________________________ _____    _____          Supply, Inc., 896  F.2d 833,  840-42 (4th Cir.  1990) (en  banc);          ____________          Bartholomew v. Northampton  Nat'l Bank, 584  F.2d 1288, 1295  (3d          ___________    _______________________          Cir.  1978); McAdoo v. Union  Nat'l Bank, 535  F.2d 1050, 1055-58                       ______    _________________          (8th Cir. 1976);  Northway Lanes  v. Hackley Union  Nat'l Bank  &                            ______________     ____________________________          Trust Co., 464 F.2d 855, 861-64 (6th Cir. 1972).          _________                    Delaware law explicitly incorporates late  charges into          the definition of interest and allows lenders to assess such fees          against credit-card customers.  See Del.  Code Ann. tit. 5,   950                                          ___          (1985 &  Supp. 1990).  Thus, were we to  look to Delaware law for          help in fathoming the meaning of "interest" and "interest rates,"          late  charges would be included.   In that  event, section 114B's          prohibition on  late  fees would  be nullified  by section  521's          express  preemption  of  state  laws limiting  exported  interest          rates.                                          b.                                          b.                                          __                                          25                    Federal  common law  brings  us to  precisely the  same          result.   Several courts, in analyzing the language of section 85          of the Bank Act, have  had little trouble in construing the  term          "interest"  to encompass  a  variety of  lender-imposed fees  and          financial  requirements  which  are  independent  of  a numerical          percentage rate.   See, e.g.,  American Timber &  Trading Co.  v.                             ___  ____   ______________________________          First  Nat'l  Bank,  690   F.2d  781,  787-88  (9th   Cir.  1982)          __________________          (compensating balance  requirement); Fisher v. First  Nat'l Bank,                                               ______    _________________          548  F.2d 255,  258-61 (8th  Cir. 1977)  (fee for  cash advance);          Panos v. Smith, 116 F.2d 445,  446-47 (6th Cir. 1940) (taxes  and          _____    _____          recording  fees); Cronkleton v. Hall, 66 F.2d 384, 387 (8th Cir.)                            __________    ____          (bonus  or commission paid to lender), cert. denied, 290 U.S. 685                                                 _____ ______          (1933); Nelson v. Citibank (South Dakota) N.A., ___ F. Supp. ___,                  ______    ____________________________          ___  (D. Minn.  1992) [1992  W.L. 112166  at *6-*9]  (late fees).          Fairly  read,  these  opinions expand  the  scope  of  section 85          preemption     and,  by implication,  the  scope  of section  521          preemption   well beyond periodic percentage rates.10                                        ____________________               10The  court below  relied upon  the legislative  history of          DIDA   501, 12 U.S.C.   1735f-7a, to support the proposition that          late charges are not  a component of interest under  section 521.          Greenwood Trust, 776 F. Supp. at 29-32.  Congress enacted section          _______________          501  as an amendment to  the National Housing  Act, while section          521 altered the  Federal Deposit  Insurance Act.   The mere  fact          that both of these sections fell under the broad umbrella of DIDA          does  not make  them  fair congeners.    Since DIDA  contains  an          amalgam  of different  provisions,  the legislative  history  and          purpose  of one section of  DIDA does not  necessarily inform the          interpretation  of all other parts of that  law.  See Bank of New                                                            ___ ___________          York, 617  F. Supp. at  1311-13.  As  we have stated,  "it is not          ____          unusual for the same  word to have differing connotations  in the          same act and surely no canon of statutory construction forecloses          courts  from  attributing  to  the  word  the  meaning which  the          legislature  intended  that it  should  have  in each  instance."          Sherman v. Hamilton,  295 F.2d  516, 520 (1st  Cir. 1961),  cert.          _______    ________                                         _____                                          26                    While we are aware that many of these cases involve the          intrastate extension of  loans by national banks  rather than the          exportation  of  interest  rates,  the   analogy  is  persuasive.          Furthermore,  some of them do  involve exportation.  For example,          Fisher concerned  a  credit-card cash  advance fee  charged by  a          ______          Nebraska  bank to  a  customer  residing  in  Iowa.    The  court          suggested  that  this  fee  was  a  component  of  the  "rate  of          interest,"  making   no  distinction   between  the   meaning  of          "interest" in intrastate, as opposed to interstate, transactions.          Fisher,  548 F.2d  at 258-61.   For our  part, we  can discern no          ______          principled basis for such a distinction.                                         4.                                           4.                                         __                    It  is,  moreover, obvious  that  construing the  terms          "interest" and "interest rates" to include late charges fits most          comfortably with  the rationale  undergirding section 521.   DIDA          was  enacted  in order  to strike  a competitive  balance between          state  and national  lending  institutions by  giving them  equal          power in charging interest rates.  Allowing state banks to charge          the same or  similar fees  in connection with  the extension  and                                        ____________________          denied, 369 U.S. 820 (1962); see also Dewsnup v. Timm, 112 S. Ct.          ______                       ___ ____ _______    ____          773,  777-78 (1992).  This sentiment  seems especially apropos in          view  of the fact that section 501 addresses different categories          of lenders and loans and contains materially different preemption          terms than does section 521.                     In light  of the irrefutable evidence  that section 521          was conceived as  an offspring of section 85 of  the Bank Act, we          believe  that the  district  court's reliance  upon a  comparison          between  it and DIDA   501 was  misplaced.  The proper analogy in          this  case is  to  compare lineal  descendants  who share  common          language and purpose,  not distant cousins who share  little more          than a name.                                          27          maintenance  of credit  as national banks  are allowed  to charge          ensures parity between the two types of institutions.                      Such  a construction  also finds  broad support  in the          rulings  and informal  opinion  letters of  the various  agencies          charged with interpreting the meaning  of section 85 and  section          521.   See, e.g., 12  C.F.R.    7.7310(a) (1992)  (ruling of  the                 ___  ____          Comptroller of  the Currency to the  effect that all  of a bank's          home-state laws  "material to  the determination of  the interest          rate" are exportable);  Letter by Robert B.  Serino, Deputy Chief          Counsel of the Office of the Comptroller of Currency,  [1988-1989          Transfer  Binder] Fed. Banking L.  Rep. (CCH)    85,676 (Aug. 11,          1988)  (concluding   that,  under   Bank  Act      85,  state-law          prohibition of late charges may be preempted); Letter by Harry W.          Quillian,  Acting General Counsel  of the Federal  Home Loan Bank          Board 3 (June 27, 1986) (similar; interpreting DIDA   522).11                     We need not  grease the  rails.   Given our  conclusion          that DIDA    521 should  be interpreted in pari  materia with its                                                  __ ____  _______          direct  lineal ancestor, section 85  of the Bank  Act, and given,          also, the litany of cases extending  section 85 to a wide variety          of fees and charges associated with the extension and maintenance          of credit, we  see no reason to define either the term "interest"          or the term "interest  rates," for purposes of section 521,  in a          manner that excludes late fees.                                         IV.                                         IV.                                         ___                                        ____________________               11We need not join the parties' heated debate over the level          of deference these materials deserve, for we would reach the same          result independent of any reliance on them.                                          28                                      Conclusion                                      Conclusion                                      __________                    When Congress furnishes clear and  unequivocal evidence          of its preemptory mindset in the  text of a statute, the "task of          discerning  congressional  intent  is  considerably  simplified."          Ingersoll-Rand,  111 S. Ct. at  482.  Here,  section 521 provides          ______________          with  undeniable  clarity  that  usury  laws  in  effect  in  the          borrower's state may be preempted as applied to federally insured          banks chartered in other states.                    With  respect to  the specific  scope of  section 521's          preemption, section 85  of the Bank Act  long ago laid  the track          upon  which the parties must now travel.  Section 85's preemption          acts as  a  cowcatcher  by  brushing aside  states'  attempts  to          regulate "interest  rates" charged  by national banks.   Included          within those displaced state  laws are regulations regarding flat          fees  analogous  to  late charges.    In  passing  DIDA, Congress          expressly  placed  section  521  on  the same  footing.    Hence,          "interest"  in  section  521  encompasses late  fees  charged  to          credit-card  customers.    Section  114B,  which   prohibits  the          assessment of late charges, thereby regulates the interest a bank          may charge in a more restrictive manner than federal law permits.                    We need go  no further.12   For the  reasons set  forth          above, it  is patent  that the state  statute is  on a  collision                                        ____________________               12Inasmuch as we conclude that section 114B is preempted, we          need not  confront various other  issues addressed  by the  court          below.  See Greenwood  Trust, 776 F. Supp. at 39-47.   We take no                  ___ ________________          view of any such issues.                                          29          course  vis-a-vis  section 521.    Given the  imperatives  of the          Supremacy Clause,  the whistle  sounds loud  and clear.   Section          114B must yield.  It is preempted.          Reversed.          Reversed.          ________                                          30
