CERTIFICATION REQUIRED BY RULE
13a-14(a) OR RULE 15d-14(a), PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
OF 2002  I, Stéphane Lefebvre, certify
that: 1.I have reviewed this annual report on Form 40-F of CAE Inc.; 2.Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the issuer as
of, and for, the periods presented in this report; 4.The issuer’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
issuer and have: (a)designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared; (b)designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles; (c)evaluated the effectiveness of the issuer’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and (d)disclosed in this report any change in the issuer’s internal control
over financial reporting that occurred during the period covered by the annual
report that has materially affected, or is reasonably likely to materially
affect, the issuer’s internal control over financial reporting; and 5.The issuer’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
issuer’s auditors and theaudit committee of the
issuer’s board of directors (or persons performing the equivalent functions):


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(a)all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the issuer’s ability to record, process, summarize
and report financial information; and (b)any fraud, whether or not material, that involves management or other
employees who have a significant role in the issuer’s internal control over
financial reporting. Date:   June
27, 2011 /s/ Stéphane Lefebvre Name:  Stéphane Lefebvre Title:    Vice President, Finance and Chief Financial Officer


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