(Exhibit 2)  
                                  JUDGMENT
   
                             COUNTS II AND III
   
   Counts II and III of plaintiffs Third Amended Class Action Complaint
   ("Complaint") assert claims under the Illinois Consumer Fraud and
   Deceptive Business Practices Act, 815 ILCS 505/1, et seq.
   (hereinafter, "Consumer Fraud Act" or "Act") against defendant State
   Farm Mutual Automobile Insurance Company ("State Farm"). Under
   Illinois law, these claims must be decided by the court, not the jury.
   The bench trial on Counts II and III was conducted separately, but
   simultaneously, with the jury trail on Count I.
   
   The Act declares unfair methods of competition and unfair or deceptive
   acts or practices in any trade or commerce to be unlawful. These
   include any fraud, misrepresentation or the concealment, suppression
   or omission of any material fact, with the intent that others rely on
   the concealment, suppression or omission of such material fact, as
   well as the use or employment of any practice in Section 2 of the
   Uniform Deceptive Trade Practices Act, 815 ILCS 510/2. Such methods,
   acts or practices are unlawful whether any person has in fact been
   misled, deceived or damaged.
   
   Where private individual plaintiffs bring suit under the Act, they
   must prove, by a preponderance of evidence, (1) a deceptive act or
   practice by the defendant; and (2) defendants intent that the
   plaintiffs rely on the deception (actual reliance on the part of the
   plaintiffs is not required); and (3) the occurrence of the deception
   in the course of conduct involving trade or commerce; and (4) damage
   to the plaintiffs as a result of defendants violation of the act.
   Cripe v. Leiter, 184 III.2d 185 (1998); Malooley v. Alice, 251 III.
   App.3d 51 (3rd Dist.1993); 850 ILCS 505/10a(a). If a violation of the
   Act is proven, the court may award actual economic damages and "any
   other relief, which it deems proper". 850 ILCS 505/10a(a) and (c). In
   order to recover, plaintiffs must show that the violation of the Act
   directly and proximately caused their injury. Martin v. Heinold, 163
   III.2d 33,68 (1994).
   
   Pursuant to 735 ILCS 5/2-805, this judgment, with respect to Counts II
   and III, shall be binding on all class members, as certified by the
   court pursuant to 735 ILCS 5/2-801 et seq. on December 5, 1997, and
   Amendment To Order on February 11,1998, (except those persons listed
   on Exhibit "A" hereto, who have been properly excluded from the class
   under 735 ILCS 5/2-804(b)), and who come within the following
   definition for the purpose of the Consumer Fraud Act claims:
   
     All persons in the United States, except those residing in Arkansas
     and Tennessee, who, between July 28,1994, and February 24,1998, (1)
     were insured by a vehicle casualty insurance policy issued by
     Defendant State Farm and (2) made a claim for vehicle repairs
     pursuant to their policy and had non-factory authorized and/or
     non-OEM (Original Equipment Manufacturer) "crash parts" installed
     on their vehicles or else received monetary compensation determined
     in relation to the cost of such parts. Excluded from the class are
     employees of Defendant State Farm, its officers, its directors, its
     subsidiaries, or its affiliates.
     
     In addition, the following persons are executed from the class: (1)
     persons who resided or garaged their vehicles in Illinois and whose
     Illinois insurance policies were issued/executed prior to April 16,
     1994, and (2) persons who resided in California and whose polices
     were issued/ executed prior to September 26, 1996.
     
   On October 4, 1999, the jury found that State Farm was liable to the
   plaintiffs on Count I of plaintiffs Third Amended Class Action
   Complaint for breach of contract and returned a verdict in favor of
   the plaintiffs in the amount of $243,740,000.00 for class-wide
   Specification/Direct Damages and $212,440,000.00 for class-wide
   installation Damages. The court, prior to the commencement of the jury
   trail on Count I, made the following determinations (which are also
   applicable to the courts consideration of Counts II and III):
   
    1. That the contractual obligation of State Farm under its insurance
       policies is exactly the same whether State Farm promised to pay
       for "crash parts" of "like kind and quality" or promised to pay
       for "crash parts" which restore a vehicle to its "pre-loss
       condition";
    2. That the State Farm insurance policies allow State Farm to specify
       and pay for "crash parts" made by the vehicles manufacturer
       (Original Equipment Manufacturer, abbreviated OEM) or "crash
       parts" from other sources (non-Original Equipment Manufacturer,
       abbreviated non-OEM) so long as the "crash parts" are of "like
       kind and quality" which restore the damaged vehicle to its
       "pre-loss condition",
    3. That "crash parts" are of "like kind and quality only if they
       restore a vehicle to its "pre-loss condition"; and
    4. That " pre-loss condition" means the condition of the vehicle
       immediately before the time it is damaged.
       
   This court has presided over this action since its inception and is
   familiar with the issues of fact and law it presents. This court has
   independently heard, read, and considered all of the admitted evidence
   and testimony pertinent to the Consumer Fraud Act claims, including
   the evidence and testimony presented to the jury on the breach of
   content claim, to the extent relevant, and the evidence and testimony
   pertaining solely to the Consumer Fraud Act claims, that was presented
   to the court outside the jurys presence. This court has had the
   opportunity to consider the documents and materials admitted into
   evidence and to observe the demeanor, evaluate the credibility, and
   weigh the testimony of the parties fact and opinion witness and the
   arguments of counsel.
   
   The court, after considering all the evidence, finds, as did the jury,
   that State Farm did breach its contract with the plaintiffs, that the
   non-OEM "crash parts" specified and used by State Farm were not of
   "like kind and quality" and did not restore plaintiffs vehicle to
   their pre-loss condition as required by the insurance contract between
   State Farm and the plaintiffs. These findings do not on their own
   establish a violation of the Act. The court must now consider whether
   the evidence also establishes the elements, set forth above, which are
   required to prove a violation of the Consumer Fraud Act.
   
   The plaintiffs allege, under Count II and Count III of the Third
   Amended Class Action Complaint, that State Farm violated the Consumer
   Fraud Act. The Plaintiffs allegations include, without limitation,
   that State Farm installed inferior non-OEM "crash parts" on the
   plaintiffs vehicles when it was obligated under its insurance policies
   with the plaintiffs to use "crash parts" of "like kind and quality"
   which would restore plaintiffs vehicles to their "pre-loss condition"
   and that State Farm failed to disclose to plaintiffs that it was using
   and paying for cheaper, inferior non-OEM "crash parts" to repair
   plaintiffs vehicles.
   
   After considering all the testimony and evidence admitted on trial,
   the court finds that the plaintiffs have proven that State Farm
   violated the Consumer Fraud Act and that none of the defenses asserted
   by State Farm bar plaintiffs right to recover under the Act or reduce
   the amount of plaintiffs recovery.
   
   State Farm, prior to and during the class period for Consumer Fraud
   Act plaintiffs, knew that the non-OEM "crash parts" it was specifying
   on its policyholders repair estimates were not of "like kind and
   quality" and would not restore their policyholders vehicles to
   "pre-loss condition." State Farms knowledge of the inferiority of the
   non-OEM "crash parts" is clearly shown the testimony of witnesses,
   State Farms own internal documents, CAPA documents (State Farm was
   instrumental in the creation of CAPA. CAPA's stated purpose was to
   certify quality non-OEM "crash parts" and State Farm officers and
   management served on CAPAs board prior to and during the class period
   for Consumer Fraud Act plaintiffs) of which State Farm had knowledge,
   and other documents, all of which were admitted into evidence and
   appear in the trial court record. Rather than telling its
   policyholders of the known problems with the non-OEM "crash parts,"
   including possible safety concerns, State Farm chose to adopt and use
   on its estimates the misleading term "Quality Replacement Parts," and
   to tell its policyholders, in various written documents which were
   admitted into evidence, that the parts were as good, or better than,
   OEM parts. Further, the written disclosures stamped on or attached to
   the repair estimates or which were delivered with the repair
   estimates, did nothing to advise the State Farm policyholder of the
   inferiority of the parts. Finally, State Farms "Guarantee" improperly
   and unfairly placed the burden of securing a quality repair on the
   policyholder, not State Farm.
   
   State Farm is a mutual insurance company, which operates for the
   benefit of its policyholders. State Farm occupies a position of trust
   with its policyholders, who pay the required premiums and are entitled
   to receive all the benefits State Farm promises to provide in its
   insurance contract with them. State Farm violated this trust. The
   court finds that State Farm, in light of its knowledge of the
   inferiority of non-OEM "crash parts", misrepresented, concealed,
   suppressed or omitted material facts concerning the non-OEM "crash
   parts," with the intent that its policyholders rely upon on these
   deceptions, in violation of the Consumer Fraud Act. The court further
   finds that as a direct and proximate result of State Farms violation
   of the Consumer Fraud Act, the plaintiffs were injured and incurred
   actual damages; namely the specification/ direct damages and
   installation damages which occurred during the class period for
   Consumer Fraud Act plaintiffs.
   
   The jury awarded $243,740,000.00 in " Specification/ Direct Damages"
   and $212,440,000.00 in "Installation Damages" for the entire plaintiff
   class (including the Consumer Fraud Act plaintiffs) under Count I,
   which awards include the amounts of specification/ direct damages and
   installation damages sustained by the Consumer Fraud Act plaintiffs.
   The Consumer Fraud Act plaintiffs cannot recover damages twice and the
   court therefore does not award these actual damages for State Farms
   violation of the Consumer Fraud Act.
   
   Having found that the plaintiffs sustained "actual damages," the
   Consumer Fraud Act allows the court, in its discretion, " to award
   actual economic damages or any other relief which the court deems
   proper," 815 ILCS 505/10(a), which includes equitable relief,
   injunctive relief, punitive damages, reasonable attorneys fees and
   court costs. The evidence established that during the Consumer Fraud
   Act class period, State Farm realized direct savings from its non-OEM
   practice in the amount of $130,000,000.00. The court finds that
   equitable relief of imposition of a constructive trust for the benefit
   of the Consumer Fraud Act plaintiffs on the $130,000,000.00 State Farm
   directly saved from its non-OEM practice is an appropriate remedy for
   State Farms violation of the Act. The $130,000,000.00 in this
   constructive trust will be disgorged and distributed for the benefit
   of the Consumer Fraud Act plaintiffs.
   
   The court has also considered whether punitive damages should be
   awarded for State Farms violation of the Consumer Fraud Act. Punitive
   damages may be awarded when torts are committed with fraud, actual
   malice, deliberate violence or oppression, or when a defendant acts
   willfully, or with such gross negligence as to indicated a wanton
   disregard of the rights of others. Kelsey v. Motorola, Inc., 74 III.2d
   172,186 (1978); Martin, 163 III.2d at 80-81. The court finds that
   State Farms conduct and willful violations of the Consumer Fraud Act
   satisfy the legal requirements for the imposition of punitive damages
   and that punitive damages are justified and should be awarded in this
   case.
   
   Punitive damages, when awarded, are in the nature of punishment and as
   a warning and example to deter the defendant and others from similar
   wrongful conduct in the future. Kelsey, 74 III.2d at 186. A court, in
   determining the amount of a punitive damage award, should consider the
   nature and enormity of the wrong, the defendants financial status and
   the defendants potential liability in other cases. Heldenbrand v. Road
   master Corp, 277 III.app3d 664, 674 (5th Dist. 1996). The court has
   considered these factors and determines that an award of
   $600,000,000.00 in punitive damages is appropriate.
   
   It is clear to the court, given State Farms strong financial
   condition, that State Farm can pay the substantial punitive damages
   awarded without affecting its ability to pay claims under any
   conceivable or foreseeable combination of catastrophes and disasters
   for which it currently provides coverage, without affecting the
   contractual rights and expectations of any State Farm's millions of
   policyholders and without canceling any of the insurance policies of
   current policyholders.
   
   The court, under 815 ILCS 505/10a(a), also finds that declaratory
   relief, specifically stating the current contractual obligation of
   State Farm under its insurance policies is appropriate. The court
   hereby finds that the contractual obligation of State Farm under its
   insurance policies is exactly the same whether State Farm promises to
   pay for "crash parts" of "like kind and quality" or promises to pay
   for "crash parts" which restore a vehicle to its "pre-loss condition,"
   that the State Farm insurance policies allow State Farm to specify and
   pay for "crash parts" made by the vehicles manufacturer (Original
   Equipment Manufacturer, abbreviated OEM) or "crash parts" from other
   sources (non-Original Equipment Manufacturer, abbreviated non-OEM) so
   long as the "crash parts" are of "like kind and quality" which restore
   the damaged vehicle to its "pre-loss condition," that "crash parts"
   are of "like kind and quality" only if they restore a vehicle to its
   "pre-loss condition" and that "pre-loss condition" means the condition
   of the vehicle immediately before the time it is damaged.
   
   The last matter, which the court must consider, is whether any
   injunctive relief, pursuant to 815 ILCS 505/10a (c), is appropriate.
   The requirements for injunctive relief are (1) ascertainable rights in
   need of protection, (2) no adequate remedy at law and (3) irreparable
   harm absent an injunction. Witter v. Buchanan, 132 III. App.3d 273
   (1st Dist. 1985). The court, after much thought, has decided that
   injunctive relief is not appropriate. In this case, State Farm has
   been ordered to pay money damages for breaching its insurance
   contracts and violating the Consumer Fraud Act. Accordingly, it is
   clear that an adequate remedy at law is available if State Farm again
   breaches its insurance contracts or violates the Consumer Fraud Act or
   other law. Injunctive relief cannot be awarded if there is an adequate
   remedy at law.
   
   Accordingly, Judgment shall be and is hereby entered in favor of the
   plaintiff class and against State Farm Mutual Automobile Insurance
   Company on Count II and III of plaintiffs Third Amended Class Action
   Complaint as follows:
   
                 IT IS HEREBY ODERED, ADJUDGED AND DECREED:
   
    1. That a constructive trust is imposed for the benefit of the
       Consumer Fraud Act plaintiffs on the $130,000,000.00 in direct
       savings realized by State Farm from its non-OEM practice during
       the Consumer Fraud Act class period, which will be disgorged and
       distributed for the benefit of the Consumer Fraud Act plaintiffs.
    2. That the Consumer Fraud Act plaintiffs shall recover from
       defendant State Farm the further sum of $600,000,000.00 as
       punitive damages.
    3. That the current contractual obligation of State Farm under its
       insurance policies is exactly the same whether State Farm promises
       to pay for "crash parts" of "like kind and quality" or promises to
       pay for "crash parts" which restore a vehicle to its "pre-loss
       condition", that the State Farm insurance policies allow State
       Farm to specify and pay for "crash parts" made by the vehicle's
       manufacturer (Original Equipment Manufacturer, abbreviated OEM) or
       "crash parts" from other sources (non-Original Equipment
       Manufacturer, abbreviated non-OEM) so long as the "crash parts"
       are of "like kind and quality" which restore the damaged vehicle
       to its "pre-loss condition", that "crash parts" are of "like kind
       and quality" only if they restore a vehicle to its "pre-loss
       condition" and that "pre-loss condition" means the condition of
       the vehicle immediately before the time it is damaged.
    4. That the court reserves continuing jurisdiction over the Consumer
       Fraud Act plaintiffs and State Farm to enforce all provisions of
       this judgment and to administer and distribute the common fund
       resulting from this judgment among Consumer Fraud Act class
       members, based upon appropriate proof of class membership and
       claims, to be obtained insofar as is practicable from the records
       of State Farm, and augmented, if and as necessary, by documents
       and information from class members and their vehicles.
    5. That this court reserves continuing jurisdiction over the common
       fund resulting from this judgment to consider and award attorneys
       fees and costs to class counsel utilizing the fee award criteria
       and methodology authorized for class actions by the Illinois
       Supreme Court in Brundidge v. Glendale Federal Bank, F.S.B 168
       III.2d 235 (1995). This determination shall be made at such time
       as the full extent of class counsels efforts in creating,
       preserving and making the common fund available for distribution
       to the Consumer Fraud Act plaintiff class has been determined.
       
                   Entered this 8th day of October, 1999.
                                      
                                John Speroni
                          Associate Circuit Judge
                                      
	_______________________________________________________________