CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a), PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



|I, Alain Raquepas, certify that:
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|1. | I have reviewed this annual report on Form 40-F of CAE Inc.;                                                                                                                                                                                                                                              
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|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                                                                                                                                                                                                                                                                                                   
|   | 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))                                                                                                                                                                                                                                                                                                    
|   | 13a-15(f) and 15d-15(f)) for the issuer and have:                                                                                                                                                                                                                                                         
|   | (a)                                                                                                                                                                                                                                                                                                       
|   | (b)                                                                                                                                                                                                                                                                                                       
|   | (c)                                                                                                                                                                                                                                                                                                       
|   | (d)                                                                                                                                                                                                                                                                                                       
|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 the                                                                                                                            

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audit committee of the issuers board of directors (or persons performing the equivalent functions):

| | (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
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| | (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 29, 2009
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| | /s/ Alain RaquepasName: Alain RaquepasTitle: Vice President, Finance andChief Financial Officer
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