1.
    
    I have reviewed this annual report on Form 10-K of Commercial Vehicle Group, Inc. and
Subsidiaries;
 2.
    
    Based on my knowledge, this annual 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 annual report;
 3.
    
    Based on my knowledge, the financial statements, and other information included in this
annual report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
annual report;
 4.
    
    The registrants other certifying officers 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 registrant and we 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 registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this annual 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 registrants disclosure controls and procedures and
presented in this annual report our conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this annual report based on
such evaluation; and(d)
    
    Disclosed in this annual report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
 5.
    
    The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and
audit committee of the registrants board of directors (or persons performing the equivalent
function):
 (a)
    
    All significant deficiencies and material weaknesses in the design or operation of
internal control which are reasonably likely to adversely affect the registrant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 registrants internal control over financial reporting.
  /s/ Chad M. UtrupChad M. UtrupChief Financial Officer
(Principal Financial and Accounting Officer)