Exhibit 99.2


                            Dillard National Bank

                      P.O. Box 52009 - Phoenix, AZ 85072
                396 N. William Dillard Drive, Gilbert, AZ 85233


February 6, 2002


To the Stockholder and Board of Directors of
Dillard National Bank
Gilbert, Arizona

Financial Statements

The management of Dillard National Bank (the "Bank"), a wholly-owned
subsidiary of Dillard Investment Co., Inc., is responsible for the
preparation, integrity and fair presentation of its financial statements and
all other information presented in this annual report. The financial
statements have been prepared in accordance with generally accepted accounting
principles and, as such, include amounts based on informed judgements and
estimates made by management.


Internal Control

Management is responsible for establishing and maintaining effective internal
control over financial reporting presented in conformity with both generally
accepted accounting principles and the federal Financial Institutions
Examination Council instructions for Schedules RC, RI, and RI-A of the
Consolidated Reports of Condition and Income (Call Report instructions). The
internal control contains monitoring mechanisms, and actions are taken to
correct deficiencies identified.

There are inherent limitations in the effectiveness of any internal control,
including the possibility of human error and the circumvention or overriding
of controls. Accordingly, even effective internal control can provide only
reasonable assurance with respect to financial statement preparation. Further,
because of changes in conditions, the effectiveness of internal control may
vary over time.

Management assessed the Bank's internal control over financial reporting
presented in conformity with both generally accepted accounting principles and
Call Report instructions for Schedules RC, RI, and RI-A as of December 31,
2001. This assessment was based on criteria for effective internal control
over financial reporting described in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, Management believes that the Bank
maintained effective internal control over financial reporting presented in
conformity with both generally accepted accounting principles and Call Report
instructions for Schedules RC, RI, and RI-A, as of December 3l, 2001.

Compliance with Laws and Regulations

Management is also responsible for ensuring compliance with the federal laws
and regulations concerning loans to insiders and the federal and state laws
and regulations concerning dividend restrictions, both of which are designated
by the Federal Deposit Insurance Corporation (the "FDIC") as safety and
soundness laws and regulations.

Management assessed its compliance with the designated safety and soundness
laws and regulations and has maintained records of its determinations and
assessments as required by the FDIC. [lased on this assessment, management
believes that the Bank has complied, in all material respects, with the
designated safety and soundness regulations for the year ended December 31,
2001.


/s/ Randal L. Hankins


Randal L. Hankins
President

/s/ James Turk
James Turk
Vice President Cashier