SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934


Filed by the Registrant  [X]                                   
Filed by a Party other than the Registrant

Check the appropriate box:
 [X]  Preliminary Proxy Statement                          
 [ ]  Confidential, for Use of the Commission Only (as permitted by Rule 
      14a-6(e)(2))
 [ ]  Definitive Proxy Statement
 [ ]  Definitive Additional Materials
 [ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or 
      Section 240.14a-12


                           Trimble Navigation Limited
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

 
- --------------------------------------------------------------------------------
      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

 [X]  No fee required.                                    
 [ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
      (1)  Title of each class of securities to which transaction applies:  N/A
      (2)  Aggregate number of securities to which transaction applies:     N/A
      (3)  Per unit price or other underlying value of transaction computed 
           pursuant to Exchange Act Rule 0-11:   N/A                            
      (4)  Proposed maximum aggregate value of transaction:   N/A               
      (5)  Total fee paid:   N/A                                                
 [ ]  Fee paid previously with preliminary materials.
 [ ]  Check box if any part of the fee is offset as provided by Exchange Act 
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was 
      paid previously.  Identify the previous filing by registration
      statement number, or the Form or Schedule and the date of its filing.
      (1)  Amount Previously Paid:   N/A                                        
      (2)  Form, Schedule, or Registration Statement No.:   N/A                 
      (3)  Filing Party:   N/A                                                  
      (4)  Date Filed:  N/A                                                     


<PAGE>



PRELIMINARY COPY
                           TRIMBLE NAVIGATION LIMITED

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                   MAY 5, 1998
To The Shareholders:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of  Shareholders  of Trimble
Navigation Limited (the "Company") will be held at the Company's facility at 749
North Mary Avenue,  Sunnyvale,  California 94088, on Thursday,  May 5,  1998, at
4:00 p.m. local time, for the following purposes:

     1. To elect  directors  to serve  for the  ensuing  year  and  until  their
        successors are elected.

     2. To approve  an  increase  of  600,000  shares in the number of shares of
        Common Stock  reserved for issuance  under the Company's  1993 Stock 
        Option Plan from 3,200,000 to 3,800,000 shares.

     3. To  approve  an  amendment  of the  Company's  1993  Stock  Option  Plan
        increasing  the  limitation on the number of shares of Common Stock 
        which may be granted to a current employee, in any fiscal year, pursuant
        to options under the 1993 Stock Option Plan from 100,000 shares to a new
        maximum of 150,000 shares.

     4. To approve  an  increase  of  650,000  shares in the number of shares of
        Common Stock  available for purchase by eligible  employees  under the 
        Company's 1988 Employee Stock Purchase Plan from 1,700,000 to 2,350,000 
        shares.

     5. To approve an  amendment  of the  Company's  bylaws to provide  that the
        Company  may,  upon the  approval  of the board of  directors  alone and
        without further  shareholder  approval,  make loans to the  Company's  
        officers  for the purpose  of  assisting  in  the  acquisition  of their
        primary   residence  in exceptional housing  markets where such location
        is for the Company's  benefit, provided that such loans are secured by 
        such real property.

     6. To  ratify  the  appointment  of  Ernst & Young  LLP as the  independent
        auditors of the Company for the current fiscal year ending 
        January 1, 1999.

     7. To transact such other  business as may properly come before the meeting
        or any adjournment thereof.

     The  foregoing  items of  business  are more fully  described  in the Proxy
Statement accompanying this Notice.

     Only  shareholders  of record at the close of business on  March 13,  1998,
will  be  entitled  to  notice  of and to  vote  at the  Annual  Meeting  or any
adjournment thereof.

     All  shareholders  are  cordially  invited to attend the Annual  Meeting in
person.  However, to ensure your representation at the meeting, you are urged to
mark,  sign,  date, and return the enclosed Proxy as promptly as possible in the
postage-prepaid  envelope enclosed for that purpose.  Any shareholder  attending
the meeting may vote in person even if such shareholder returned a Proxy.

                                                    For the Board of Directors
                                                    TRIMBLE NAVIGATION LIMITED

                                                    Robert A. Trimble
                                                    Secretary
Sunnyvale, California
April [6], 1998

         IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU
         ARE REQUESTED TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN
         THE POSTAGE-PREPAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE
         REPRESENTED AT THE MEETING.


<PAGE>

PRELIMINARY COPY
                           TRIMBLE NAVIGATION LIMITED
                                 _______________

                               PROXY STATEMENT FOR
                         ANNUAL MEETING OF SHAREHOLDERS
                                   May 5, 1998

     The  enclosed  Proxy is  solicited  on behalf of the Board of  Directors of
Trimble Navigation Limited, a California corporation (the "Company"), for use at
the Company's  Annual Meeting of Shareholders  ("Annual  Meeting") to be held at
the Company's facility at 749 North Mary Avenue, Sunnyvale, California 94088, on
Thursday,  May 5,  1998, at 4:00 p.m.  local time, and at any  adjournment(s) or
postponement(s)   thereof,  for  the  purposes  set  forth  herein  and  in  the
accompanying Notice of Annual Meeting of Shareholders.

     The  Company's  principal  executive  offices are located at 645 North Mary
Avenue,  Sunnyvale,  California  94088.  The telephone number at that address is
(408) 481-8000.

     These proxy solicitation materials were mailed on or about April [6], 1998,
to all  shareholders  entitled  to vote  at the  Annual  Meeting.  A copy of the
Company's 1997 Annual Report on Form 10-K accompanies this Proxy Statement.

                 INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date and Shares Outstanding

     Shareholders  of record at the close of  business  on  March 13,  1998 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting. At
the Record Date, the Company had issued and outstanding  [23,106,589]  shares of
common stock ("Common Stock").

Revocability of Proxies

     Any proxy given pursuant to this  solicitation may be revoked by the person
giving it at any time  before  its use by  delivering  to the  Company a written
notice  of  revocation  or a duly  executed  proxy  bearing  a later  date or by
attending the meeting and voting in person.

Voting

     Each share of Common  Stock  outstanding  on the Record Date is entitled to
one vote. In addition,  every  shareholder  voting for the election of directors
may cumulate such  shareholder's  votes and give one candidate a number of votes
equal to the  number of  directors  to be  elected  multiplied  by the number of
shares  held by the  shareholder  as of the  Record  Date,  or  distribute  such
shareholder's  votes  on the same  principle  among  as many  candidates  as the
shareholder  may select,  provided  that votes  cannot be cast for more than the
number of directors to be elected.  However, no shareholder shall be entitled to
cumulate votes unless the candidate's  name has been placed in nomination  prior
to the voting and the shareholder, or any other shareholder, has given notice at
the meeting prior to the voting of the  intention to cumulate the  shareholder's
votes.  An  automated  system  administered  by  the  Company's  transfer  agent
tabulates the votes.  Abstentions and broker  non-votes are each included in the
determination  of the number of shares  present and voting at the Annual Meeting
and the presence or absence of a quorum.  The  required  quorum is a majority of
the  shares  outstanding  on  the  Record  Date.   Abstentions  are  counted  in
tabulations of the votes cast on proposals  presented to  shareholders,  whereas
broker non-votes are not counted for purposes of determining  whether a proposal
has been approved.


                                       1

<PAGE>

Solicitation of Proxies

     The cost of this solicitation will be borne by the Company. The Company has
retained the services of Skinner & Co. to solicit  proxies,  for which  services
the Company has agreed to pay $3,500 and will  reimburse  certain  out-of-pocket
expenses.   The  Company  may  reimburse   brokerage  firms  and  other  persons
representing  beneficial  owners of  shares  for their  expenses  in  forwarding
soliciting materials to such beneficial owners. Proxies may also be solicited by
certain of the Company's  directors,  officers,  and regular employees,  without
additional compensation, personally or by telephone, telegram or facsimile.

Deadline for Receipt of Shareholder Proposals for 1999 Annual Meeting

     Proposals of shareholders  of the Company  intended to be presented by such
shareholders  at the  Company's  1999  Annual  Meeting  must be  received by the
Company no later than  December  [5], 1998 in order that they may be included in
the proxy statement and form of proxy related to that meeting.


                        PROPOSAL I-ELECTION OF DIRECTORS

Nominees

     A board of five directors is to be elected at the Annual Meeting. The Board
of Directors of the Company has  authorized the nomination at the Annual Meeting
of the persons named below as candidates.

     The names of the nominees and certain  information about them are set forth
below:


<TABLE>
<CAPTION>
                                                                                                                         
                                                                                                             Director    
         Name of Nominee              Age                        Principal Occupation                         Since
- -------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>    <C>                                                               <C> 
Charles R. Trimble                    56     President and Chief Executive Officer of the Company              1981
John B. Goodrich                      56     Member of the law firm of Wilson Sonsini Goodrich &               1981
                                                  Rosati, P.C., legal counsel to the Company
William Hart                          57     General Partner, Technology Partners                              1984
Bradford W. Parkinson                 63     Professor, Stanford University                                    1984
Robert S. Cooper                      66     President, Chief Executive Officer and Chairman of the            1989
                                                  Board of Directors of Atlantic Aerospace Electronic
                                                  Corporation
</TABLE>


     Charles R. Trimble has served as President,  Chief Executive Officer, and a
director of the Company  since 1981 and was one of the  founders  and the senior
executive officer of the predecessor limited  partnership  organized in November
1978.  Prior to  founding  the  Company,  he was Manager of  Integrated  Circuit
Research and Development at the Santa Clara division of Hewlett-Packard Company,
an instrumentation and computer manufacturer. Mr. Trimble received a B.S. degree
in Engineering (Physics) in 1963 and an M.S. degree in Electrical Engineering in
1964 from the California Institute of Technology.

     John B.  Goodrich  has served as a director  of the Company  since  January
1981. Mr. Goodrich is a member of Wilson Sonsini Goodrich & Rosati, Professional
Corporation,  legal counsel to the Company.  Mr. Goodrich received a B.A. degree
from Stanford  University in 1963, a J.D. degree from the University of Southern
California in 1966, and an L.L.M. degree in Taxation from New York University in
1970.


                                       2

<PAGE>



     William Hart has served as a director of the Company since  December  1984.
Mr.  Hart is a  General  Partner  of  Technology  Partners,  a  venture  capital
management firm that he founded in 1980. Mr. Hart previously held positions with
Cresap,   McCormick  and  Paget,   a  management   consulting   firm,  and  with
International  Business  Machines  Corporation.  Mr.  Hart is also  currently  a
director of CellNet  Data  Systems,  Inc.,  The Qualix  Group,  Inc. and Silicon
Gaming, Inc. Mr. Hart received a Bachelor of Management  Engineering degree from
Rensselaer Polytechnic Institute in 1965 and an M.B.A. degree from the Amos Tuck
School of Business Administration at Dartmouth College in 1967.

     Bradford W.  Parkinson  has served as a director of the Company since 1984,
and as a  consultant  to the  Company  since  1982.  Dr.  Parkinson  has  been a
Professor of Aeronautics and Astronautics at Stanford  University since 1984 and
Program Manager for several Federal Aviation  Administration  sponsored research
projects on the use of Global Positioning Systems for navigation.  Dr. Parkinson
was the  original  Program  Manager  for the  Global  Positioning  System at the
Department  of Defense,  where he directed  development  from 1972 to 1978.  Dr.
Parkinson  received a B.S.  degree in General  Engineering  from the U.S.  Naval
Academy in 1957, an M.S. degree in Aeronautics/Astronautics Engineering from the
Massachusetts   Institute  of  Technology  in  1961,  and  a  Ph.D.   degree  in
Astronautics Engineering from Stanford University in 1966.

     Robert S. Cooper has served as a director of the Company  since April 1989.
Since 1985, Dr. Cooper has been President, Chief Executive Officer, and Chairman
of the Board of  Directors of Atlantic  Aerospace  Electronics  Corporation,  an
aerospace company.  From 1981 to 1985, he was Assistant Secretary of Defense for
Research and Technology and simultaneously held the position of Director for the
Defense Advanced  Research  Projects Agency (DARPA).  Dr. Cooper received a B.S.
degree in Electrical  Engineering from State University of Iowa in 1954, an M.S.
degree in  Electrical  Engineering  from Ohio State  University  in 1958,  and a
Doctor  of  Science  degree in  Electrical  Engineering  from the  Massachusetts
Institute of Technology in 1963.

Vote Required

     The five nominees  receiving the highest number of affirmative votes of the
shares  entitled to be voted shall be elected as directors.  Votes withheld from
any director are counted for purposes of determining  the presence or absence of
a quorum, but have no other legal effect under California law. While there is no
definitive  statutory  or case law  authority  in  California  as to the  proper
treatment of abstentions and broker non-votes in the election of directors,  the
Company  believes that both  abstentions and broker  non-votes should be counted
solely for  purposes  of  determining  whether a quorum is present at the Annual
Meeting.  In the absence of controlling  precedent to the contrary,  the Company
intends to treat  abstentions and broker  non-votes with respect to the election
of directors in this manner.

     Unless otherwise directed, the proxy holders will vote the proxies received
by them for the five  nominees  named  above,  all of whom were  elected  by the
shareholders  at the last annual  meeting  and are  presently  directors  of the
Company.  In the event that any such nominee is unable or declines to serve as a
director at the time of the Annual  Meeting,  the proxies  will be voted for any
nominee who shall be  designated  by the present  Board of Directors to fill the
vacancy.  In the event that  additional  persons are  nominated  for election as
directors, the proxy holders intend to vote all proxies received by them in such
a manner as will ensure the election of as many of the nominees  listed above as
possible.  In  such  event,  the  specific  nominees  to be  voted  for  will be
determined  by the proxy  holders.  It is not expected  that any nominee will be
unable or will decline to serve as a director.  The directors  elected will hold
office until the next annual meeting of shareholders  and until their successors
are duly elected and qualified.

Recommendation of the Board of Directors

     The  Board  of  Directors   recommends  that   shareholders  vote  FOR  the
re-election  of the  above-named  directors  to the  Board of  Directors  of the
Company.


                                       3

<PAGE>

Board Meetings and Committees

     The Board of  Directors  held ten  meetings  during the  fiscal  year ended
January 2,  1998.  No director  attended  fewer than 75% of the aggregate of all
meetings of the Board of Directors and the  committees,  if any, upon which such
director served.

     The Board of Directors has a standing Audit  Committee.  The members of the
Audit  Committee are directors Hart and Parkinson.  The Audit Committee held two
meetings  during  fiscal year 1997.  The purposes of the Audit  Committee are to
make such  examinations  as are  necessary  to monitor the  corporate  financial
reporting and the internal and external audits of the Company, to provide to the
Board of Directors the results of its examinations and  recommendations  derived
therefrom,  to outline to the Board of  Directors  improvements  made,  or to be
made, in internal accounting controls, to nominate independent auditors,  and to
provide such additional  information as the committee may deem necessary to make
the Board of Directors aware of significant  financial matters which require the
Board's attention.

     The Board of Directors has a standing Compensation  Committee.  The members
of  the  Compensation   Committee  are  directors   Cooper  and  Goodrich.   The
Compensation  Committee held one meeting during fiscal year 1997. The purpose of
the  Compensation  Committee is to review and make  recommendations  to the full
Board of  Directors  with  respect  to all forms of  compensation  to be paid or
provided to the Company's executive officers.

     The Board of Directors does not have a standing nominating committee or any
committee performing the functions of such committee.

Compensation Committee Interlocks and Insider Participation

     Robert S. Cooper and John B. Goodrich served as members of the Compensation
Committee  during the  fiscal  year ended  January 2,  1998.  No past or present
members of the Compensation  Committee are or have been employees or officers of
the Company. Mr. Goodrich is a member of the law firm of Wilson Sonsini Goodrich
& Rosati, P.C., which was retained by the Company during the past fiscal year as
general  legal  counsel  and which the  Company  proposes  to continue to retain
during the current fiscal year.

Compensation Committee Report

     The  Compensation  Committee  of the Board of Directors  (the  "Committee")
establishes   the  general   compensation   policies  of  the  Company  and  the
compensation  plans and specific  compensation  levels for executive officers of
the Company.

     The Committee believes that the compensation of the Chief Executive Officer
should be  primarily  influenced  by the overall  financial  performance  of the
Company.  The compensation of the Chief Executive Officer was established within
a range of  compensation  for similarly  situated  chief  executive  officers of
comparable  companies  in the high  technology  and  related  industries  in the
Standard & Poor's High Technology  Composite Index ("peer  companies") and their
performance according to data obtained by the Committee from independent outside
consultants and publicly  available data, such as proxy data from peer companies
as  adjusted  by  the  Committee's   consideration  of  the  particular  factors
influencing  the  Company's  performance.  A  portion  of  the  Chief  Executive
Officer's compensation package was established as base salary and the balance is
variable and consists of an annual cash bonus and stock  option  grants.  Within
the  established  range,  the Committee set the Chief  Executive  Officer's base
salary  according  to the  Company's  historical  performance  compared  to peer
companies and the challenges and opportunities  available to the Company.  Based
on these considerations, the Committee raised the Chief Executive Officer's base
salary to $350,000  from  $330,000.  In addition,  the  Committee  determined to
continue  the  Company's  practice  of paying  the Chief  Executive  Officer  an
additional $12,000 per year as supplemental compensation.


                                       4

<PAGE>


     The Committee  adopted a cash bonus program for fiscal year 1997 for senior
executives of the Company (including the Chief Executive Officer) which provided
for an annual  bonus  based upon a fixed  percentage  of each  executive's  base
salary  within  a range of  target  incentives  as  reported  by a  professional
compensation survey. Such base bonus amount was then adjusted by factoring in an
evaluation  of each  individual's  performance  and the  overall  ability of the
Company to achieve targeted levels of profitability. Such bonus amounts, if any,
were calculated and paid quarterly to the eligible senior executives.  The total
bonus paid and accrued to the Chief  Executive  Officer  under the bonus program
adopted for fiscal  1997 was  $95,779.  In  addition,  based on the  Committee's
evaluation of the Chief Executive  Officer's  ability to influence the long-term
growth and profitability of the Company,  the Board of Directors determined that
the Chief  Executive  Officer should receive an option grant to purchase  20,000
shares of the Company's Common Stock with an exercise price equal to the current
fair market value and vesting ratably over the next five years.

     The  Committee   also  adopted   similar   policies  with  respect  to  the
compensation  of other senior  executive  officers of the Company.  A portion of
each  compensation  package  was  established  as base salary and the balance is
variable  and  consists of an annual cash  bonus,  paid  pursuant to the program
described above,  and stock option grants.  Using salary survey data supplied by
outside  consultants and other publicly  available data, such as proxy data from
peer  companies,  the  Committee  established  base  salaries  for  each  senior
executive within a range of salaries of similarly situated executive officers at
comparable  companies.  In  addition,  these base  salaries of senior  executive
officers were then adjusted by the Committee taking into  consideration  factors
such as the relative performance of the Company, the performance of the business
unit for which the senior  executive is responsible  and the  individual's  past
performance and future potential.  The size of option grants to senior executive
officers was determined by the Committee's evaluation of the executive's ability
to influence the Company's long-term growth and profitability.  Generally, these
options are granted at the then current market price and because the value of an
option  bears a direct  relationship  to the  Company's  stock  price,  it is an
incentive for managers to create value for shareholders. The Committee therefore
views   stock   options   as  an   important   component   of   its   long-term,
performance-based compensation philosophy.

      Robert S. Cooper, Member                      John B. Goodrich, Member
      Compensation Committee                        Compensation Committee


Compensation of Directors

     Cash Compensation. The Company currently does not pay any cash compensation
to directors for serving on the Board of Directors or committees of the Board of
Directors.  The Company does reimburse all non-employee directors for travel and
other necessary  business expenses incurred in the performance of their services
as directors.

     1990 Director  Stock Option Plan.  The Company's 1990 Director Stock Option
Plan (the "Director Plan") was adopted by the Board of Directors on December 19,
1990 and  approved by the  shareholders  on April 24,  1991.  A total of 380,000
shares of the Company's Common Stock is currently reserved for issuance upon the
exercise of options issuable pursuant to the Director Plan ("Director Options").
The Director Plan provides for the annual granting of nonstatutory stock options
to non-employee directors of the Company ("Outside Directors"). All such options
vest over five years and have an exercise  price equal to the fair market  value
of the Company's Common Stock on the date of grant. In addition, all such grants
are  automatic  and  are  not  subject  to the  discretion  of any  person  upon
re-election of each such director. During the fiscal year ended January 2, 1998,
Directors  Cooper,  Goodrich,  Hart and  Parkinson  were each  granted  Director
Options to purchase 5,000 shares at an exercise price of $12.50 per share.

     Other Arrangements. Dr. Parkinson has served as a consultant to the Company
since 1982. He is currently paid $4,750 per month for such services.


                                       5

<PAGE>


     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets  forth the  shares of  Company's  Common  Stock
beneficially  owned as of the  Record  Date  by:  (i) all  persons  known to the
Company to be the beneficial owners of more than 5% of the Company's outstanding
Common  Stock,  (ii) each  director of the Company,  (iii) the  Chief  Executive
Officer of the Company and other executive  officers of the Company named in the
Summary  Compensation  Table contained in "COMPENSATION OF EXECUTIVE  OFFICERS",
and (iv) all directors and executive officers of the Company as a group:


<TABLE>
<CAPTION>

                                                                                                                          
                                                                                                    Shares
                                                                                            Beneficially Owned (2)
                                                                                     -------------------------------------
           5% Shareholders, Directors and Executive Officers (1)                               Number          Percent (%)   
           ------------------------------------------------------                    -------------------------------------
<S>                                                                                          <C>                    <C> 
Mellon Bank Corporation(3)..........................................................          1,357,623              5.88
     c/o Mellon Bank Corporation
     One Mellon Bank Center
     Pittsburgh, Pennsylvania  15258
Charles R. Trimble(4)...............................................................          1,574,486              6.81
Robert S. Cooper(5).................................................................             71,333                 *
John B. Goodrich(6).................................................................             30,154                 *
William Hart(7).....................................................................             69,375                 *
Bradford W. Parkinson(8)............................................................             54,317                 *
James L. Sorden(9)..................................................................            226,716                 *
David E. Vaughn(10).................................................................             30,308                 *
Michael P. Gagliardi(11)............................................................             14,638                 *
Dennis R. Ing(12)...................................................................             13,498                 *
All Directors and Executive Officers as a group                                               
     (14 persons)(4)-(13)...........................................................          2,261,947             10.87

- ---------------------------
<FN>

*     Less than 1%
(1)   Except as otherwise noted, the business address of each of the persons named in this table is: c/o Trimble Navigation Limited,
      645 North Mary Avenue, Sunnyvale, California 94088.
(2)   Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in
      the table have sole voting and investment power with respect to all shares of stock shown as beneficially owned by them.
(3)   The information presented with respect to Mellon Bank Corporation is as reported by Mellon Bank Corporation pursuant to
      a Schedule 13G, filed with the Securities and Exchange Commission on January 23, 1998.  As reported by Mellon Bank
      Corporation as a holding company, such beneficially owned shares include: 1,261,695 shares with sole voting power,
      1,339,700 shares with sole dispositive power and 12,800 shares with shared dispositive power.  In addition, as reported, such
      shares are beneficially owned by Mellon Bank Corporation and direct or indirect subsidiaries including: Boston Safe Deposit
      and Trust Company, Mellon Bank, N.A., Mellon Capital Management Corporation, The Boston Company Asset Management,
      Inc., The Dreyfus Corporation, Boston Group Holdings, Inc., The Boston Company, Inc. and MBC Investment Corporation.
(4)   Includes 1,552,341 shares held in a family limited partnership and 6,478 shares held pursuant to the Company's 401(k) Plan.
(5)   Includes 38,333 shares subject to stock options exercisable within 60 days of the Record Date.
(6)   Includes 11,666 shares subject to stock options exercisable within 60 days of the Record Date.
(7)   Includes 1,106 shares held by TPW Management III, L.P., a venture capital fund of which Mr. Hart is a general partner.  Also
      includes 38,333 shares subject to stock options exercisable within 60 days of the Record Date.
(8)   Includes 3 shares held by Dr. Parkinson's spouse, 2,515 shares held in a charitable remainder trust and 50,333 shares subject
      to stock options exercisable within 60 days of the Record Date.
(9)   Includes 2,941 shares subject to stock options exercisable within 60 days of the Record Date and 4,747 shares held pursuant
      to the Company's 401(k) Plan.
(10)  Includes 30,308 shares subject to stock options exercisable within 60 days of the Record Date.
(11)  Includes 12,500 shares subject to stock options exercisable within 60 days of the Record Date.
(12)  Includes 12,750 shares subject to stock options exercisable within 60 days of the Record Date.
(13)  Includes 281,296 shares subject to stock options exercisable within 60 days of the Record Date.

</FN>
</TABLE>



                                       6

<PAGE>


                       COMPENSATION OF EXECUTIVE OFFICERS

     The following table sets forth the cash  compensation,  including  bonuses,
paid to the Chief  Executive  Officer  of the  Company  and the four  other most
highly  compensated  executive officers of the Company during fiscal years 1997,
1996 and 1995:

                                              Summary Compensation Table


<TABLE>
<CAPTION>

                                                                                          Long-term                          
                                                          Annual Compensation(1)         Compensation (2)                        
                                                      -----------------------------     -----------------
                                                                                          Securities                           
                                                                                          Underlying            All Other
                                                         Salary          Bonus              Options         Compensation (3)
Name and Principal Position                   Year         ($)            ($)                 (#)                  ($)         
- -------------------------------             --------  -------------------------------------------------------------------------
<S>                                          <C>           <C>               <C>                   <C>                 <C>      
Charles R. Trimble                            1997          358,376           95,779                20,000              12,200(4)
  President and Chief Executive Officer       1996          320,942                0                20,000              16,600(5)
                                              1995          282,000            8,460                     0                 900

James L. Sorden                               1997          246,513           45,501                20,000               1,200
  Executive Vice President,                   1996          221,583                0                20,000               1,200
  Commercial Products                         1995          203,333            6,100                     0                 700
                                              

David E. Vaughn                               1997          224,283           47,118                20,000              47,821(6)
  Executive Vice President,                   1996          206,641                0                20,000              49,590(7)
  Business Development                        1995          192,500            5,775                     0              49,358(8)
                                              

Michael P. Gagliardi                          1997          186,418           80,142(9)             70,000(10)         139,581(11)
  Vice President, Aerospace                   1996             -                -                     -                   -
                                              1995             -                -                     -                   -

Dennis R. Ing                                 1997          181,425           33,134               100,000(12)           1,200
  Executive Vice President and                1996           90,880                0                45,000                 800
  Chief Financial Officer                     1995             -                -                     -                   -
                                              

- ---------------------------
<FN>

(1)   Compensation deferred at the election of executive is included in the category and in the year earned.
(2)   The Company has not issued stock appreciation rights or restricted stock awards. The Company has no "long-term incentive
      plan" as the term is defined in the applicable rules.
(3)   Includes amounts contributed by the Company pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended,
      for the periods in which they accrued. All full-time employees of the Company are eligible to participate in the Company's
      401(k) plan.
(4)   Includes $11,000 paid by the Company for tax planning services provided to Mr. Trimble.
(5)   Includes $15,400 paid by the Company for tax planning services provided to Mr. Trimble.
(6)   Includes $36,871 in connection with a loan made to Mr. Vaughn by the Company that was forgiven and related taxes paid
      by the Company and an automobile allowance of $9,750.
(7)   Includes $39,390 in connection with a loan made to Mr. Vaughn by the Company that was forgiven and related taxes paid
      by the Company and an automobile allowance of $9,000.
(8)   Includes $39,158 in connection with a loan made to Mr. Vaughn by the Company that was forgiven and related taxes paid
      by the Company and an automobile allowance of $9,000.
(9)   Includes a one-time signing bonus of $40,000 in connection with hiring Mr. Gagliardi.
(10)  Includes a one-time grant of an option to purchase 50,000 shares in connection with hiring Mr. Gagliardi.
(11)  Includes $138,382 of relocation costs paid by the Company in connection with hiring Mr. Gagliardi.
(12)  Includes a one-time grant of an option to purchase 80,000 shares in connection with Mr. Ing's promotion to Executive Vice
      President during the year.
</FN>
</TABLE>



                                       7

<PAGE>


     The following  table sets forth the number and terms of options  granted to
the persons named in the Summary Compensation Table during the fiscal year ended
January 2, 1998:

                                           Option Grants in Last Fiscal Year


<TABLE>
<CAPTION>

                                                                                                                              
                                        Individual Grants                                                       
- -------------------------------------------------------------------------------------------------    Potential Realizable
                                     Number of                                                         Value at Assumed
                                    Securities       % of Total                                      Annual Rates of Stock
                                    Underlying         Options                                        Price Appreciation
                                     Options         Granted to        Exercise                       for Option Term (3)       
                                     Granted        Employees in        Price        Expiration   ---------------------------       
              Name                     (#)         Fiscal Year (1)    ($/Share) (2)     Date        5% ($)           10% ($)    
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                <C>             <C>            <C>          <C>            <C>    
Charles R. Trimble..............     20,000             2.04            17.50          11/7/02      102,200          227,150
James L. Sorden.................     20,000             2.04            17.50          11/7/02      102,200          227,150
David E. Vaughn.................     20,000             2.04            17.50          11/7/02      102,200          227,150
Michael P. Gagliardi............     50,000             5.09            12.00          4/17/02      175,200          389,400
                                     20,000             2.04            17.50          11/7/02      102,200          227,150
Dennis R. Ing...................     20,000             2.04            17.50          11/7/02      102,200          227,150
                                     80,000             8.15            21.00          2/26/03      490,560        1,090,320
- ---------------------------
<FN>

(1)   The Company granted options to purchase an aggregate of  961,841 shares to employees and non-employee directors during
      fiscal year 1997 pursuant to the Company's 1993 Stock Option Plan, the 1992 Management Discount Plan and the Company's
      1990 Director Stock Option Plan.
(2)   All options presented in this table were granted at an exercise price equal to the then fair market value of a share of the
      Company's Common Stock on the date of grant, as quoted on the Nasdaq National Market System.
(3)   The assumed 5% and 10% compound rates of annual stock appreciation are mandated by the rules of the Securities and
      Exchange Commission and do not represent the Company's estimate or projection of future Common Stock prices.  All such
      grants vest over five years and have a five-year three-month option term which, assuming the specified rates of annual
      compounding, results in total appreciation of 29.2% (at 5% per year) and 64.9% (at 10% per year).
</FN>
</TABLE>



     The following table provides information on option exercises by the persons
named in the Summary  Compensation Table during the fiscal year ended January 2,
1998:

<TABLE>

                    Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
                                                                                                                                    
                                                                   
                                                                   Number of Securities                
                                                                  Underlying Unexercised           Value of Unexercised     
                                                                        Options at                 In-the-Money Options
                                 Shares           Value             Fiscal Year-End (#)          at Fiscal Year-End ($)(1)          
                               Acquired on       Realized     ----------------------------------------------------------------
                               Exercise (#)        ($)         Exercisable     Unexercisable    Exercisable   Unexercisable
- ------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>             <C>             <C>              <C>            <C>             <C>
Charles R. Trimble..........          -                -          4,000            36,000         25,500         187,000
James L. Sorden.............     12,059          138,495         40,333            49,667        431,872         328,129
David E. Vaughn.............     20,833          191,300         25,307            49,667        247,710         328,129
Michael P. Gagliardi........          -                -              0            70,000              0         572,500
Dennis R. Ing...............          -                -          9,000           136,000         57,375         374,500
- ---------------------------
<FN>

(1)   Represents the market value of the Common Stock underlying the options at fiscal year end, less the exercise price of "in-the-
      money" options.  The closing price of the Company's Common Stock on January 2, 1998 as quoted on the Nasdaq National
      Market System was $21.75.
</FN>
</TABLE>



                                       8

<PAGE>


Changes to Compensation Plans

     The  Company  has  proposed  amendments  to  increase  the number of shares
reserved for issuance  and sale under the  Company's  1993 Stock Option Plan and
its 1988 Employee Stock  Purchase Plan.  Because all grants under the 1993 Stock
Option Plan are made at the discretion of the Board of Directors,  future grants
under the 1993 Stock Option Plan are not yet  determinable.  Similarly,  because
each employee's participation in the Company's 1988 Employee Stock Purchase Plan
is  purely  voluntary,  the  future  benefits  under  such plan are also not yet
determinable.  Accordingly,  the following table  summarizes the number of stock
options  granted  under  the 1993  Stock  Option  Plan and the  number of shares
purchased  under the 1988  Employee  Stock  Purchase Plan during the fiscal year
ended  January 2,  1998 by (i) the  persons  named in the  Summary  Compensation
Table,  (ii) all  current  executive  officers  as a  group,  (iii) all  current
directors  who are not  executive  officers as a group,  and (iv) all  employees
(excluding executive officers) as a group.

                                                   


<TABLE>

                                             New Plan Benefits
<CAPTION>
                                                                                                                              
                                                                                                 1988 Employee Stock          
                                                        1993 Stock Option Plan (1)                Purchase Plan (3)
                                                   ---------------------------------------------------------------------------
                                                        Exercise                                                              
                                                         Price            Number of       Purchase Price          Number of 
                                                     ($ per Share)         Options        ($ per Share)            Shares       
                Name and Position                         (2)              Granted             (4)                Purchased
- ------------------------------------------------------------------------------------------------------------- ----------------
<S>                                                     <C>                <C>                <C>               <C>    
Charles R. Trimble                                                                                                  
     President and Chief Executive Officer........       17.50              20,000                  -                   0(5)
James L. Sorden                                                                                                    
     Executive Vice President,                                                                                      
     Commercial Products..........................       17.50              20,000              10.20               2,083
David E. Vaughn                                                                                                     
     Executive Vice President,                                                                                      
     Business Development.........................       17.50              20,000                  -                   0
Michael P. Gagliardi                                                                                               
     Vice President, Aerospace....................       13.57              70,000              12.88               1,418
Dennis R. Ing                                                                                                      
     Executive Vice President and                                                                                   
     Chief Financial Officer......................       20.30             100,000              12.01                 748
Executive Officer Group...........................       16.66             322,500              11.67               7,846
Non-Executive Director Group......................           -                   0                  -                   0(6)
Non-Executive Officer Employee Group..............       17.03             619,341              11.96             216,012
- ---------------------------
<FN>

(1)   Only employees and consultants (including officers and directors) of the Company are eligible to participate in the 1993 Stock
      Option Plan.
(2)   Exercise prices for the options granted during the fiscal year ended January 2, 1998 under the 1993 Stock Option Plan are
      presented on a weighted-average basis.  Future benefits under the 1993 Stock Option Plan are not determinable, as grants
      of options are at the discretion of the Company's Board of Directors.
(3)   Only Company employees (including officers) whose customary employment with the Company is at least 20 hours per week
      and more than five months in any calendar year are eligible to participate in the 1988 Employee Stock Purchase Plan.
(4)   Under the terms of the 1988 Employee Stock Purchase Plan, eligible employees may purchase shares of the Company's
      Common Stock through payroll deductions at a purchase price not less than 85% of the fair market value of the Company's
      Common Stock on the first or last day of each applicable six-month offering period.  See "Proposal  IV-Amendment to the
      1988 Employee Stock Purchase Plan."
(5)   As a holder of more than 5% of the Company's voting stock, Mr. Trimble is not eligible to purchase shares under the 1988
      Employee Purchase Plan pursuant to its terms.  See "Proposal  IV-Amendment to the 1988 Employee Stock Purchase Plan."
(6)   Non-employee directors are not eligible to participate in the 1998 Employee Stock Purchase Plan.
</FN>
</TABLE>



                                       9

<PAGE>


Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's executive officers and directors and persons who own more than 10%
of a registered class of the Company's equity securities during fiscal year 1997
to file  reports of initial  ownership  on Form 3 and  changes in  ownership  on
Form 4 or 5 with the  Securities  and  Exchange  Commission  (the  "SEC").  Such
officers,  directors  and 10%  shareholders  are also  required  by SEC rules to
furnish the Company with copies of all Section 16(a) reports they file.

     Based  solely on its review of the copies of such forms  received by it and
written  representations  from its officers and directors and certain  reporting
persons that no Forms 5 were  required for such  persons,  the Company  believes
that,  during the fiscal year ended  January 2,  1998,  all Section 16(a) filing
requirements  applicable to its officers,  directors and 10%  shareholders  were
complied  with,  although in connection  with the initial  filing of a Form 3 by
David M. Hall,  upon  becoming an executive  officer of the Company,  an amended
Form 3 had to be refiled with the SEC due to  incomplete  information  which was
inadvertently omitted from the original filing.

Certain Relationships and Related Transactions

     During  fiscal  year 1996,  the  Company  invested  $80,000 in the Series A
Preferred Stock of IntegriNautics,  a privately held California corporation.  In
developing  and  producing  its  products  for sales to  others,  IntegriNautics
purchases the Company's products and uses them as component parts. During fiscal
year 1997, IntegriNautics purchased and paid for approximately $320,000 worth of
the Company's products for use as component parts. In addition,  the Company has
granted  IntegriNautics  a licence to  internally  use certain of the  Company's
software  technologies to create derivatives of such  technologies,  under which
the Company  retains all rights to such software  technologies  and  derivatives
developed but which the Company may from time to time permit  IntegriNautics  to
sublicense to  IntegriNautics'  customers,  subject to the Company's approval in
each instance.  Bradford W. Parkinson, who is a member of the Company's Board of
Directors,  is  also a  member  of the  board  of  directors  and a  significant
shareholder  of  IntegriNautics.  As one  of the  factors  that  was  originally
considered   in  approving   the   Company's   initial   equity   investment  in
IntegriNautics,  the  Company's  Board of  Directors  specifically  reviewed the
fairness  of  the  transaction  to  the  Company  in  light  of  Dr. Parkinson's
investment and participation in IntegriNautics.

     During  fiscal year 1995,  the Company  approved  an equity  investment  of
approximately  $800,000 in the Series A  Preferred  Stock of ProShot Golf,  Inc.
("ProShot"),  a privately held California corporation.  During fiscal year 1997,
the  Company  invested  approximately  an  additional  $200,000  in the Series B
Preferred Stock of ProShot and separately  loaned ProShot  $1,500,000  which was
fully  secured  by a  letter  of  credit.  Such  Series B  Preferred  Stock  was
subsequently  converted into shares of Series D Preferred  Stock of ProShot and
approximately  $1,044,000  of the  outstanding  balance  on the  loan  from  the
Company,  including accrued interest, was converted to shares of common stock of
ProShot,  leaving an unpaid principal  balance of approximately  $497,000 to the
Company at fiscal year end which remains fully secured by a letter of credit. In
developing and producing its products for sales to others, ProShot purchases the
Company's  products and uses them as component  parts.  During fiscal year 1997,
ProShot purchased approximately $496,000 worth of the Company's products for use
in its products and development  processes.  At fiscal year end,  ProShot had an
outstanding  accounts  payable  balance of  approximately  $204,000  owed to the
Company.  Ralph  F.  Eschenbach,  who is the  Company's  Vice  President,  Chief
Technical  Officer,  serves as the Company's  designated  member on the board of
directors of ProShot in connection  with the  Company's  equity  investments  in
ProShot.  In addition,  Mr.  Eschenbach  serves a member of ProShot's  Audit and
Compensation  Committees  and is an individual  shareholder  of ProShot.  During
fiscal year 1997, Mr. Eschenbach also served as an executive officer of ProShot,
including as co-Chief  Executive  Officer for a number of months.  As one of the
factors that it considered in approving the Company's equity investments in, and
loans to, ProShot, the Company's Board of Directors reviewed the fairness of the
contemplated transactions to the Company in light of Mr. Eschenbach's investment
and participation in ProShot.

     See also "Compensation of Directors."


                                       10

<PAGE>


Company Performance

     The following  graph shows a five year  comparison of the cumulative  total
return for the Company's  Common Stock,  the Nasdaq Composite Total Return Index
(U.S.), and the Standard & Poor's High Technology Composite Index: (1)


                COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS*
                         AMONG TRIMBLE NAVIGATION LTD.,
                   NASDAQ COMPOSITE TOTAL RETURN INDEX (U.S.)
                     SOURCE: CRSP, AND THE STANDARD & POOR'S
                             TECHNOLOGY SECTOR INDEX


     [The performance graph has been omitted. Performance Graph. The performance
graph  required by Item 402(l) of Regulation  S-K is set forth in the paper copy
of  the  Proxy  Statement  immediately  following  the  caption  "COMPARISON  OF
FIVEYEAR CUMULATIVE TOTAL RETURN".

     The performance  graph plots the data points listed below the graph for the
data sets (i) Trimble  Navigation  Limtied,  (ii) Nasdaq  Composite Total Return
Index (US) and (iii) the Standard & Poor's  Technology  Sector Index.  The graph
has a horizontal axis at its bottom which lists from left to right the dates 93,
94, 95, 96, and 97. The graph has a vertical  axis at its left which  lists from
bottom to top the numbers 0, 100,  200,  300,  and 400. The data points for each
data  set are  plotted  on the  graph  and are  connected  by a line.  The  line
connecting  the data points in the Trimble  Navigation  Limited data set is bold
with square to mark data points,  while the lines  connecting the data points in
the Nasdaq  Composite  Total Return  Index (US) data set and the S&P  Technology
Sector  Index data set are  dashed  with  triangle  to mark data point and small
sqaure dashes with circle to mark data points, respectively.]

                        DATA POINTS FOR PERFORMANCE GRAPH

                              1992      1993    1994     1995     1996    1997
                            ----------------------------------------------------
Trimble Navigation
       Limited       TRMB    100.00    104.41  194.12   219.12   135.29  256.62

NASDAQ Stock Market 
       (U.S.)        INAS    100.00    114.80  112.21   158.70   195.19  239.53

S&P Technology
     Sector          ITES    100.00    123.01  143.37   206.51   292.98  369.42


- ---------------------------

(1)     The data in the above  graph is  presented  on a  calendar  year  basis
        through  December 31,  1997 which is the most currently  available data 
        from the indicated  sources.  However,  the  Company  adopted a 52-53  
        week  fiscal  year effective  upon the end of fiscal  year 1997  such 
        that the  actual  date of the Company's  fiscal year end for 1997 was 
        January 2,  1998. Any differences due to the change in fiscal year end 
        dates are not expected to be  material. 
*       Assumes an investment of $100 on December 31, 1992 in the  Company's  
        Common Stock,  the Nasdaq  Composite  Total  Return  Index  (U.S.),  and
        the Standard & Poor's High Technology  Composite Index.  Total returns 
        assume the reinvestment of dividends for the  indexes.  The Company has 
        never paid  dividends on its Common Stock and has no present plans to do
        so.



                                       11

<PAGE>


     PROPOSAL II-AMENDMENT INCREASING THE SIZE OF THE 1993 STOCK OPTION PLAN

     The Company's 1993 Stock Option Plan (the "Option Plan") was adopted by the
Board of Directors in October  1992 and  approved by the  shareholders  in April
1993.  Since then, the Board of Directors has approved  amendments to the Option
Plan increasing the shares reserved for issuance thereunder to 3,200,000 shares,
all of which  increases  were also approved by the  shareholders.  At the Record
Date, options to purchase an aggregate of [2,569,260] shares,  having an average
exercise  price of $[15.28]  per share and  expiring  from [March 1998 to August
2007], were outstanding and [202,072] shares remained available for future grant
under the Option Plan.

     On December 18, 1997,  the Board of Directors  approved an amendment to the
Option Plan to increase the number of shares reserved for issuance thereunder by
an additional  600,000 shares to 3,800,000 shares. The increase in the number of
shares  under the  Option  Plan is  necessary  in order to allow the  Company to
provide  additional  equity  incentives to eligible  employees  and  independent
contractors.  The Company  believes  that its ability to grant stock  options is
critical to its success in attracting  and retaining  experienced  and qualified
employees and independent  contractors.  At the Annual Meeting, the shareholders
are being  asked to  approve  an  increase  of  600,000  shares of Common  Stock
available for issuance under the Option Plan.

     The essential features of the Option Plan are outlined below:

Purpose

     The  purposes  of the  Option  Plan  are to  attract  and  retain  the best
available  personnel for positions of substantial  responsibility and to provide
additional incentives to employees and consultants of the Company to promote the
success of the Company's business.

Administration

     The Option Plan  provides for  administration  by the Board of Directors of
the  Company or by a  Committee  of the Board of  Directors.  The Option Plan is
currently being  administered by the Board of Directors.  The interpretation and
construction  of any  provision  of the Option Plan by the Board of Directors or
its  Committee  is final and  binding.  Members of the Board of Directors or its
Committee  receive no additional  compensation  for their services in connection
with the administration of the Option Plan.

Eligibility

     The Option Plan  provides for grants to employees  (including  officers) of
"incentive  stock  options"  within the meaning of Section  422 of the  Internal
Revenue Code of 1986, as amended,  and for grants of nonstatutory  stock options
to employees and  consultants.  The Board of Directors or its Committee  selects
the optionees and  determines the number of shares to be subject to each option.
Currently,  under the terms of the Option Plan,  no employee may be granted,  in
any fiscal year,  options under the plan to acquire more than 100,000  shares of
the Common Stock of the Company; however, as part of this Proxy Statement and at
the Annual Meeting,  the shareholders are being asked to approve an amendment to
the  Option  Plan   increasing   this   limitation   to  150,000   shares.   See
"Proposal III-Amendment  of the 1993 Stock Option  Plan."  Notwithstanding  such
limitation,  however,  an  additional  one-time  grant to purchase up to 250,000
shares may be made to any  newly-hired  officer or  employee.  These  limits are
subject to appropriate  adjustments  in the case of stock splits,  reverse stock
splits and the like. In addition,  there is a limit of $100,000 on the aggregate
fair market value of shares  which  constitute  incentive  stock  options  which
become  exercisable  for the first  time in any one  calendar  year;  options in
excess of this limit are nonstatutory stock options.



                                       12

<PAGE>

Terms of Options

     Each option is evidenced by a written  stock option  agreement  between the
Company and the optionee and is  generally  subject to the terms and  conditions
listed below, but specific terms may vary:

     (a)  Exercise  of the  Option.  The  Board of  Directors  or its  Committee
determines  when options  granted  under the Option Plan may be  exercised.  The
current  form of the option  agreement  generally  used  under the  Option  Plan
provides that options will be exercisable  cumulatively  to the extent of 20% of
the option shares on the date 12 months after the vesting  commencement  date of
the option and 1.67% of the option  shares at the end of each month  thereafter.
An option is  exercised  by giving  written  notice of exercise to the  Company,
specifying  the number of shares of Common Stock to be purchased  and  tendering
payment to the Company of the purchase price. The Option Plan specifies that the
permissible  form of payment for shares  issued upon exercise of an option shall
be set forth in the option agreement and may consist of cash, check,  promissory
note,  exchange of shares of the  Company's  Common Stock held for more than six
months or such other  consideration  as  determined by the Board of Directors or
its Committee and as permitted by the California  Corporations Code. The current
form of option  agreement  only  permits  payment by cash,  check or exchange of
shares.

     (b) Option  Price.  The  exercise  price of the options  granted  under the
Option  Plan is  determined  by the  Board  of  Directors  or its  Committee  in
accordance with the Option Plan, but the option price of incentive stock options
and nonstatutory stock options may not be less than 100% and 85%,  respectively,
of the fair market value of the Company's Common Stock. The Option Plan provides
that,  because the  Company's  Common  Stock is  currently  traded on the Nasdaq
National  Market,  the fair market value per share shall be the closing price on
such  system  on the  date of the  grant  of the  option.  With  respect  to any
participant who owns stock representing more than 10% of the voting power of the
Company's  capital stock,  the exercise  price of any incentive or  nonstatutory
stock  option must equal at least 110% of the fair market value per share on the
date of the grant.

     (c)  Termination  of  Employment.  The  Option  Plan  provides  that if the
optionee's  employment by the Company is terminated  for any reason,  other than
death or  disability,  options may be exercised not later than 30 days after the
date of such  termination  and may be  exercised  only to the extent the options
were exercisable on the date of termination.

     (d) Disability.  If the optionee terminates his employment with the Company
as a result of his  total or  permanent  disability,  options  may be  exercised
within 6 months after the date of such  termination and may be exercised only to
the extent the options were exercisable on the date of termination.

     (e) Death.  If an optionee  should die while an employee or a consultant of
the Company or during the 30 day period following  termination of the optionee's
employment or consultancy, the optionee's estate may exercise the options at any
time  within 12 months  after the date of death but only to the extent  that the
options were exercisable on the date of death or termination of employment.

     (f)  Termination of Options.  The terms of options granted under the Option
Plan may not  exceed  ten years  from the date of  grant.  However,  any  option
granted to any optionee who,  immediately before the grant of such option, owned
more than 10% of the total combined  voting power of all classes of stock of the
Company or a parent or subsidiary corporation,  may not have a term of more than
5 years. Under the current form of option agreement, each option has a term of 5
years and 3 months  from the date of grant.  No option may be  exercised  by any
person after such expiration.

     (g)  Nontransferability  of Options. All options are nontransferable by the
optionee,  other  than by will or the laws of  descent  and  distribution,  and,
during the lifetime of the optionee, may be exercised only by the optionee.



                                       13

<PAGE>

Adjustment Upon Changes in Capitalization

     In the event any change, such as a stock split or dividend,  is made in the
Company's  capitalization which results in an increase or decrease in the number
of outstanding  shares of Common Stock without receipt of  consideration  by the
Company, an appropriate  adjustment shall be made in the option price and in the
number  of  shares  subject  to  each  option.  In the  event  of  the  proposed
dissolution or liquidation of the Company, all outstanding options automatically
terminate.  In the  event  of a  merger  of the  Company  with or  into  another
corporation where the Company is not the successor entity,  options  outstanding
shall be assumed or an equivalent  option shall be  substituted by the successor
entity,  unless the Board of Directors  accelerates  the  exercisability  of the
options  such that the  optionee  shall  have the right to  exercise  his or her
option on or  before  the  effective  date of such  merger.  Should an option be
assumed or substituted upon a merger, the exercisability of the option will also
be accelerated if the successor entity terminates the employment of the optionee
within one year of the merger.

Amendment and Termination

     The Board of  Directors  may, at any time,  amend or  terminate  the Option
Plan, but no amendment or termination  may be made which would impair the rights
of any participant under any grant theretofore made, without his or her consent.
In addition, in any event, the Option Plan will terminate in 2003.

Certain Federal Income Tax Information

     Options  granted  under  the  Option  Plan may be either  "incentive  stock
options,"  as defined in Section 422 of the Internal  Revenue  Code of 1986,  as
amended (the "Code"), or nonstatutory options.

     An optionee  who is granted an incentive  stock  option will not  recognize
taxable  income  either at the time the option is granted or upon its  exercise,
although the exercise may subject the optionee to the  alternative  minimum tax.
Upon the sale or  exchange  of the shares more than two years after grant of the
option  and one year  after  exercising  the  option,  any gain or loss  will be
treated as long-term  capital  gain or loss.  If these  holding  periods are not
satisfied,  the optionee will recognize  ordinary  income at the time of sale or
exchange  equal to the  difference  between the exercise  price and the lower of
(i) the  fair market  value of the shares at the date of the option  exercise or
(ii) the  sale price of the shares.  A  different  rule for  measuring  ordinary
income upon such a premature  disposition  may apply if the  optionee is also an
officer,  director,  or 10%  shareholder  of the  Company.  The Company  will be
entitled to a deduction in the same amount as the ordinary income  recognized by
the optionee.  Any gain recognized on such a premature disposition of the shares
in excess of the amount  treated as  ordinary  income will be  characterized  as
long-term or short-term capital gain, depending on the holding period.

     All other  options  which do not  qualify as  incentive  stock  options are
referred to as nonstatutory  options. An optionee will not recognize any taxable
income  at the time he is  granted  a  nonstatutory  option.  However,  upon its
exercise,  the optionee will recognize taxable income generally  measured as the
excess of the then fair market value of the shares  purchased  over the purchase
price. Any taxable income recognized in connection with an option exercise by an
optionee  who is  also  an  employee  of the  Company  will  be  subject  to tax
withholding  by the  Company.  Upon resale of such shares by the  optionee,  any
difference  between the sales price and the optionee's  purchase  price,  to the
extent not recognized as taxable income as described  above,  will be treated as
long-term or short-term capital gain or loss, depending on the holding period.

     The Company  will be entitled to a tax  deduction in the same amount as the
ordinary income  recognized by the Optionee with respect to shares acquired upon
exercise of a nonstatutory option.



                                       14

<PAGE>

     The  foregoing is only a summary of the effect of federal  income  taxation
upon the  optionee  and the Company  with  respect to the grant and  exercise of
options  under the Option  Plan and does not purport to be  complete.  Reference
should be made to the  applicable  provisions  of the Code.  In  addition,  this
summary does not discuss the tax  consequences  of the  optionee's  death or the
income  tax laws of any  municipality,  state  or  foreign  country  in which an
optionee may reside.

Vote Required

     Approval of the  increase of 600,000  shares of Common  Stock  reserved for
issuance under the Option Plan requires the affirmative vote of the holders of a
majority of the shares  present at the Annual  Meeting in person or by proxy and
entitled to vote as of the Record Date.

Recommendation of the Board of Directors

     The  Company's  Board of  Directors  recommends  a vote FOR an  increase of
600,000  shares in the number of shares of Common  Stock  reserved  for issuance
under the Option Plan from 3,200,000 to 3,800,000 shares.



                                       15

<PAGE>



              PROPOSAL III-AMENDMENT OF THE 1993 STOCK OPTION PLAN

     The Company's  1993 Stock Option Plan was adopted by the Board of Directors
in October 1992 and approved by the  shareholders in April 1993 for the purposes
of  attracting  and  retaining  the best  available  personnel  for positions of
substantial responsibility and to provide additional incentives to employees and
consultants  of the Company to promote the  success of the  Company's  business.
Currently,  under the terms of the Company's 1993 Stock Option Plan, no employee
may be granted,  in any fiscal year,  options  under such Option Plan to acquire
more than 100,000 shares of the Company's Common Stock; provided,  however, that
an additional  one-time  grant to purchase up to 250,000 shares may be made to a
newly-hired employee. These limits are subject to appropriate adjustments in the
case of stock splits, reverse stock splits and the like.

     On December 18, 1997,  the Board of Directors  approved an amendment to the
Option  Plan to increase  the  limitation  on the number of shares  which may be
granted to a current employee, in any fiscal year, pursuant to options under the
terms of the Option Plan from 100,000 shares to 150,000 shares.  The increase in
the maximum number of shares which may be granted to a current employee,  in any
fiscal year,  as options under the Option Plan is necessary in order to give the
Board of Directors  additional  capacity to retain the Company's key experienced
and qualified  employees who are critical to the immediate and long-term success
of  the  Company.  Although  the  Company  has  no  present  intentions,  plans,
understandings  or agreements  to issue  options for such new maximum  number of
shares,  the Board of Directors believes that the proposed increase is desirable
so that the Company can make such option grants if the need arises,  without the
additional expense and delay of a special  shareholder's  meeting. The essential
features   of   the    Company's    Option   Plan   are   outlined    above   in
"Proposal III-Amendment Increasing the Size of the 1993 Stock Option Plan."

     At the Annual  Meeting,  the  shareholders  are being  asked to approve the
increase in the  limitation on the number of shares of Common Stock which may be
granted to a current employee, in any fiscal year, pursuant to options under the
terms of the Option Plan from 100,000 shares to a new maximum of 150,000 shares.

Vote Required

     Approval of the  amendment  to the  Company's  Option Plan  increasing  the
limitation  on the  number of shares of Common  Stock  which may be granted to a
current employee, in any fiscal year, pursuant to options under the terms of the
Option Plan from 100,000 shares to a new maximum of 150,000 shares  requires the
affirmative  vote of the  holders  of a majority  of the  shares  present at the
Annual Meeting in person or by proxy and entitled to vote as of the Record Date.

Recommendation of the Board of Directors

     The Company's Board of Directors recommends a vote FOR the amendment of the
Company's  Option  Plan  increasing  the  limitation  on the number of shares of
Common  Stock which may be granted to a current  employee,  in any fiscal  year,
pursuant to options  under the Option Plan from 100,000  shares to a new maximum
of 150,000 shares.



                                       16

<PAGE>

         PROPOSAL IV-AMENDMENT OF THE 1988 EMPLOYEE STOCK PURCHASE PLAN

     The Company's 1988 Employee Stock Purchase Plan (the "Purchase Plan"),  was
adopted  by the  Board  of  Directors  in  September  1988 and  approved  by the
shareholders  in April 1988,  initially  reserving  400,000  shares for purchase
thereunder  by  eligible  employees.  Since  then,  the Board of  Directors  has
approved  amendments to the Purchase Plan  increasing  the shares  available for
purchase  thereunder  to  1,700,000  shares,  all of which  increases  were also
approved by the  shareholders.  As of the Record Date,  eligible  employees have
purchased an aggregate of [1,617,852] shares of the Company's Common Stock under
the Purchase Plan and [82,148] shares remained  available for future sales under
the Purchase Plan.

     On December 18,  1997, the Board of Directors  approved an amendment to the
Purchase  Plan to increase  the number of shares of Common Stock  available  for
future purchase by Company's  eligible  employees by 650,000 shares to 2,350,000
shares.  The Board  believes that the amendment to the Purchase Plan will enable
the Company to continue its policy of widespread  employee stock  ownership as a
means to motive  high  levels  of  performance  and to  recognize  key  employee
accomplishments.  At the Annual  Meeting,  the  shareholders  are being asked to
approve an increase of 650,000 shares Common Stock available for future purchase
by eligible employees under the Purchase Plan.

     The essential features of the Purchase Plan are outlined below:

Purpose

     The  purpose  of  the  Purchase  Plan  is  to  provide  employees  with  an
opportunity to purchase Common Stock of the Company  through payroll  deductions
in a manner that  qualifies  under  Section 423 of the Internal  Revenue Code of
1986, as amended.

Administration

     The Purchase Plan is  administered by the Board of Directors or a Committee
of the Board of Directors (collectively, the "Administrator").

Eligibility

     Only employees employed by the Company or its subsidiaries on the first day
of an offering period may participate in the Purchase Plan. For this purpose, an
"employee"  is any person  who has been  continually  employed  for at least two
consecutive  months and is regularly employed at least twenty hours per week and
at  least   five months  per  calendar  year  by  the  Company  or  any  of  its
subsidiaries.  No employee may be granted an option under the Purchase  Plan if:
(i) immediately after the grant of the option, the employee (or any other person
whose stock would be attributed to the employee  pursuant to  Section 424(d)  of
the Code) would own five percent or more of the total  combined  voting power or
value of the stock of the  Company  or any of its  subsidiaries;  or  (ii) which
permits such  participant's  rights to purchase  stock under all employee  stock
purchase  plans of the  Company and its  subsidiaries  to accrue at a rate which
exceeds  $25,000 worth of stock  (determined  with  reference to the fair market
value of the Common Stock at the time of grant) in a calendar  year.  Subject to
these  eligibility  criteria,  the Purchase Plan permits  eligible  employees to
purchase Common Stock through payroll deductions subject to certain  limitations
described below. See "Payment of Purchase Price; Payroll Deductions."



                                       17

<PAGE>

Offering Period

     The Purchase Plan is  implemented  by offering  periods  lasting six months
with a new offering period  commencing every six months, on or about January 1st
and July 1st of each year.  Normally,  a  participant's  payroll  deductions are
accumulated  throughout  an  offering  period  and,  at the end of the  offering
period,  shares of the Company's Common Stock are purchased with the accumulated
payroll deductions.

Purchase Price

     The  purchase  price per share at which  shares will be sold in an offering
under the  Purchase  Plan is the lower of (i) 85% of the fair market  value of a
share of Common Stock on the first day of an offering  period or (ii) 85% of the
fair market  value of a share of Common  Stock on the last day of each  offering
period.  The fair market  value of the Common Stock on a given date is generally
the closing  sale price of the Common  Stock as reported on the Nasdaq  National
Market for such date.

Payment of Purchase Price; Payroll Deductions

     The purchase price of the shares is accumulated by payroll  deductions over
the offering  period.  The Purchase  Plan  provides  that the  aggregate of such
payroll  deductions  during  the  offering  period  shall not  exceed 10% of the
participant's  compensation  during any  offering  period,  nor  $21,250 for all
offering periods which end in the same calendar year. During an offering period,
a participant may discontinue his or her participation in the Purchase Plan, and
may decrease,  but not increase,  the rate of payroll  deductions in an offering
period within limits set by the Administrator.

     All  payroll  deductions  made  for  a  participant  are  credited  to  the
participant's account under the Purchase Plan, are withheld in whole percentages
only and are included with the general funds of the Company.  Funds  received by
the Company  pursuant to  exercises  under the  Purchase  Plan are also used for
general corporate  purposes.  A participant may not make any additional payments
into his or her account.

Withdrawal

     A participant may terminate his or her  participation  in the Purchase Plan
at any time by giving the Company a written notice of withdrawal. In such event,
all of the payroll  deductions  credited to the  participant's  account  will be
returned,  without interest,  to such participant.  Payroll  deductions will not
resume unless a new  subscription  agreement is delivered in  connection  with a
subsequent offering period.

Termination of Employment

     Termination  of  a  participant's  employment  for  any  reason,  including
retirement  or death,  cancels his or her  participation  in the  Purchase  Plan
immediately.  In such event the payroll deductions credited to the participant's
account but not used to exercise the option will be returned without interest to
such  participant,  his or her  designated  beneficiaries  or the  executors  or
administrators of his or her estate.

Adjustments Upon Changes in Capitalization

     In the event of any changes in the  capitalization  of the Company effected
without receipt of  consideration by the Company,  such as a stock split,  stock
dividend,  combination or reclassification of the Common Stock,  resulting in an
increase  or  decrease  in the number of shares of Common  Stock,  proportionate
adjustments  will be made by the Board of  Directors  in the  shares  subject to
purchase  and in the price per share under the  Purchase  Plan.  In the event of
liquidation or dissolution of the Company, the offering periods then in progress
will  terminate  immediately  prior to the  consummation  of such  event  unless
otherwise provided by the Board of Directors. In the


                                       18

<PAGE>

event of a sale of all or  substantially  all of the assets of the Company,
or the merger of the Company  with or into  another  corporation,  any  offering
periods  then in progress  shall be  shortened  by the setting of a new exercise
date to be held before the Company's  proposed sale or merger. At least ten days
before  the  new  exercise  date,  the  Board  of  Directors  will  notify  each
participant  that the exercise date has been changed and that the  participant's
option  will  automatically  exercise  on the  new  exercise  date,  unless  the
participant withdraws from the Purchase Plan.

Amendment and Termination

     The  Board  of  Directors  may at any  time  and for any  reason  amend  or
terminate the Purchase Plan,  except that (i) no such  termination  shall affect
options  previously  granted  unless  the  Board of  Directors  determines  that
terminating  an  Offering  Period is in the best  interests  of the  Company and
(ii) no amendment shall make any change in an option granted prior thereto which
adversely affects the rights of any participant.

Certain Federal Income Tax Information

     The following  brief summary of the effect of federal income  taxation upon
the participant  and the Company with respect to the shares  purchased under the
Purchase  Plan does not  purport to be  complete,  and does not  discuss the tax
consequences  of a  participant's  death or the  income tax laws of any state or
foreign country in which the participant may reside.

     The  Purchase  Plan,  and the  right  of  participants  to  make  purchases
thereunder,  is intended to qualify under the provisions of Sections 421 and 423
of the Code. Under these provisions,  no income will be taxable to a participant
until  the  shares  purchased  under  the  Purchase  Plan are sold or  otherwise
disposed of. Upon sale or other disposition of the shares,  the participant will
generally be subject to tax in an amount that  depends upon the holding  period.
If the shares  are sold or  otherwise  disposed  of more than two years from the
Enrollment Date and one year from the applicable  Exercise Date, the participant
will recognize  ordinary  income measured as the lesser of (a) the excess of the
fair market value of the shares at the time of such sale or disposition over the
purchase  price,  or (b) an  amount equal to 15% of the fair market value of the
shares  as of the  Enrollment  Date.  Any  additional  gain will be  treated  as
long-term  capital gain. If the shares are sold or otherwise  disposed of before
the expiration of these holding periods, the participant will recognize ordinary
income  generally  measured as the excess of the fair market value of the shares
on the date the shares are purchased  over the purchase  price.  Any  additional
gain or loss on such sale or disposition will be long-term or short-term capital
gain or loss,  depending  on the holding  period.  The Company  generally is not
entitled to a deduction for amounts taxed as ordinary  income or capital gain to
a participant except to the extent of ordinary income recognized by participants
upon a sale or  disposition  of shares  prior to the  expiration  of the holding
periods described above.

Vote Required

     Approval of the increase of 650,000  shares of Common Stock  available  for
purchase by eligible  employees under the Purchase Plan requires the affirmative
vote of the holders of a majority of the shares present at the Annual Meeting in
person or by proxy and entitled to vote as of the Record Date.

Recommendation of the Board of Directors

     The  Company's  Board of  Directors  recommends  a vote FOR an  increase of
650,000 shares in the number of shares of Common Stock available for purchase by
eligible employees under the Purchase Plan from 1,700,000 to 2,350,000 shares.





                                       19

<PAGE>

                  PROPOSAL V-AMENDMENT OF THE COMPANY'S BYLAWS

     Section 315 of the  California  Corporations  Code of 1968, as amended (the
"California  Code"),  provides that if a corporation (i) has outstanding  shares
held of record by 100 or more  persons on the date of  approval  by the board of
directors  and  (ii)  has a  bylaw  approved  by  the  affirmative  vote  of the
outstanding  shares of the  corporation  authorizing  the board of  directors to
approve a loan of money or property to, or  guarantee  the  obligations  of, any
director  or officer of such  corporation,  then such a loan or  guaranty by the
Company to such  director or officer may be approved by the  sufficient  vote of
the  board of  directors  alone  (without  counting  the  vote of an  interested
director in such  transaction),  if the board of directors  determines that such
loan or guaranty may reasonably be expected to benefit the corporation.

     The Company's current bylaws do not contain such a provision;  however,  on
February 10,  1998, the Board of Directors  approved an amendment to Article III
of the Company's  bylaws in  accordance  with the  California  Code to add a new
provision, to read in its entirety, as follows:

               "3.14 APPROVAL OF LOANS TO OFFICERS

               The board of directors is authorized, without further shareholder
               approval, to approve loans from this  corporation to officers of 
               this  corporation for the purpose  of  assisting  in  the  
               acquisition  of  their  primary residence  in exceptional housing
               markets  where such  location  is for the  benefit of this
               corporation; provided that such loans are secured by such real
               property."

     The  amendment  of the  Company's  bylaws is necessary in order to give the
Board of Directors  additional power and flexibility in attracting and retaining
key qualified  personnel  critical to the immediate and long-term success of the
Company. Given the high housing prices that the Company's employees face in many
of the markets in which the Company  operates,  the Board of Directors  believes
that the  proposed  amendment to the  Company's  bylaws is necessary so that the
Company will have flexibility in attracting and retaining key employees, without
the additional expense and delay of a special shareholder's meeting.

     At the Annual  Meeting,  the  shareholders  are being asked to approve this
amendment  to  the  Company's   bylaws,  to  provide  that  the  approval  of  a
disinterested majority of the Company's Board of Directors will be sufficient to
approve  loans from the  Company to the  Company's  officers  for the purpose of
assisting  such  officers  in the  acquisition  of their  primary  residence  in
exceptional  housing  markets  where  such  location  is for the  benefit of the
Company  and  provided  that such loans by the  Company are secured by such real
property.

Vote Required

     Approval of such amendment to the Company's bylaws authorizing the Board of
Directors  to approve  loans from the Company to its officers for the purpose of
assisting in the acquisition of their primary  residence in exceptional  housing
markets  where such  location is for the benefit of the Company,  provided  that
such loans are secured by such real property,  requires the affirmative  vote of
the holders of a majority of the shares  present at the Annual Meeting in person
or by proxy and entitled to vote as of the Record Date.

Recommendation of the Board of Directors

     The Company's Board of Directors recommends a vote FOR the amendment of the
Company's bylaws to provide that the Company may, upon the approval of the Board
of Directors alone and without further shareholder  approval,  make loans to the
Company's  officers  for the purpose of assisting  in the  acquisition  of their
primary residence in exceptional  housing markets where such location is for the
Company's benefit, provided that such loans are secured by such real property.


                                       20

<PAGE>

         PROPOSAL VI-RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

     The Board of  Directors  of the  Company  has  appointed  Ernst & Young LLP
("Ernst & Young"),  independent  auditors,  to audit the financial statements of
the Company for the current fiscal year ending  January 1,  1999.  Ernst & Young
has been the Company's independent auditors since their appointment in 1986. The
Company  expects that a  representative  of Ernst & Young will be present at the
Annual  Meeting,  will have the  opportunity  to make a  statement  if he or she
desires to do so, and will be available to answer any appropriate questions.

Vote Required

     Approval of the  appointment of Ernst & Young as the Company's  independent
auditors for the current fiscal year ending  January 1,  1999,  will require the
affirmative  vote of the  holders  of a majority  of the  shares  present at the
Annual Meeting in person or by proxy and entitled to vote as of the Record Date.
In the event that such  ratification by the  shareholders  is not obtained,  the
Board of Directors will reconsider such selection.

Recommendation of the Board of Directors

     The Company's Board of Directors  recommends a vote FOR the ratification of
the selection of Ernst & Young LLP as the  independent  auditors for the Company
for the current fiscal year ending January 1, 1999.


                                  OTHER MATTERS

     The Company  knows of no other  matters to be submitted to the meeting.  If
any other matters  properly come before the meeting,  it is the intention of the
persons  named in the  enclosed  Proxy to vote the shares they  represent as the
Board of Directors may recommend.

     It is important that your shares be represented at the meeting,  regardless
of the number of shares which you hold. You are, therefore, urged to mark, sign,
date, and return the accompanying  Proxy as promptly as possible in the envelope
which has been enclosed.

                                              For the Board of Directors
                                              TRIMBLE NAVIGATION LIMITED

                                              Robert A. Trimble
                                              Secretary

Dated: April [6], 1998




                                       21

<PAGE>


                                   APPENDIX A



PROXY                    TRIMBLE NAVIGATION LIMITED                   PROXY

                  PROXY FOR 1998 ANNUAL MEETING OF SHAREHOLDERS

           This Proxy is Solicited on Behalf of the Board of Directors

     The undersigned  shareholder of TRIMBLE  NAVIGATION  LIMITED,  a California
corporation,  hereby  acknowledges  reciept of the  Notice of Annual  Meeting of
Shareholders  and Proxy  Statement,  each  Dated  April  [6],  1998,  and hereby
appoints Charles R. Trimble and Robert A. Trimble, and each of them, proxies and
attorneys-in-fact,  with full power to each of subsitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 1998 Annual Meeting
of Shareholders of TRIMBLE NAVIGATION  LIMITED,  to be held on Thursday,  May 5,
1998 at 4:00 p.m., local time, at 749 North Mary Avenue,  Sunnyvale,  California
94088, and at any adjournment(s) thereof, and to vote all shares of Common Stock
which the  undersigned  would be entitled  to vote if then and there  personally
present, on the matters set forth below.

     THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL
BE VOTED FOR THE LISTED NOMINEES IN THE ELECTION OF DIRECTORS,  FOR THE APPROVAL
OF AN INCREASE OF 600,000 SHARES IN THE NUMBER OF SHARES  AVAILABLE FOR ISSUANCE
UNDER THE  COMPANY'S  1993 STOCK  OPTION  PLAN,  FOR AN  APPROVAL  TO AMMEND THE
COMPANY'S  1993 STOCK OPTION PLAN  INCREASING  THE NUMBER OF SHARES WHICH MAY BE
GRANTED TO A CURRENT EMPLOYEE, IN ANY FISCAL YEAR FROM 100,000 SHARES TO 150,000
SHARES,  FOR THE  APPROVAL  OF AN  INCREASE  OF 650,000  SHARES IN THE NUMBER OF
SHARES  AVAILABLE FOR PURCHASE  UNDER THE COMPANY'S 1988 EMPLOYEE STOCK PURCHASE
PLAN,  FOR AN  APPROVAL  TO AMMEND  THE  COMPANY'S  BYLAWS TO MAKE  LOANS TO THE
COMPANY'S  OFFICERS  FOR THE PURPOSE OF ASSISTING  IN THE  ACQUISITION  OF THEIR
PRIMARY  RESIDENCE IN EXCEPTIONAL  HOUSING MARKETS,  FOR THE RATIFICATION OF THE
APPOINTMENT  OF ERNST & YOUNG LLP AS  INDEPENDENT  AUDITORS  FOR THE FISCAL YEAR
ENDING JANUARY 1, 1999, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS
AS MAY PROPERLY COME BEFORE THE MEETING.


     Both of such  attorneys or  substitutes  (if both are present and acting at
said meeting or any ajournment(s)  thereof, or, if only one shall be present and
acting,  then that one)  shall have and may  exercise  all of the powers of said
attorneys-in-fact hereunder.

                 (Continued, and to be signed on the other side)


                              FOLD AND DETACH HERE


                                       22

<PAGE>


 
                                                                    Please mark
                                                                 [X] your votes
                                                                      as this


<TABLE>
<CAPTION>
<S>                                     <C>          <C>            <C>                                         <C> <C>     <C>

1. Elections of Directors                             WITHHOLD
                                         FOR          FOR All
(INSTRUCTION: If you wish to                                                                                     FOR AGAINST ABSTAIN
withhold authority to vote for           [ ]            [ ]          2.Proposal to approve an increase of
any individual nominee, strike                                       600,000 shares in the number of shares
a line through that nominee's                                        of Common Stock reserved for issuance        [ ]    [ ]     [ ]
name in the list below:)                                             under the Comapny's 1993 Stock Option 
                                                                     Plan from 3,200,000 to 3,800,000 shares.
Charles R. Trimble, John B. Goodrich, William Hart,  
Bradford W. Parkinson, and Robert S. Cooper                          3.Proposal to approve an amendment of the
                                                                     Company's 1993 Stock Option Plan increasing
_______________ _____________________________                        the limitation on the number of shares of    [ ]    [ ]     [ ]
                                                                     Common Stock which may be granted to a current 
                                                                     employee, in any fiscal year, pursuant to
                                                                     options under the 1993 Stock Option Plan from 
                                                                     100,000 to a new maximum of 150,000 shares.
I PLAN TO ATTEND THE MEETING                 [   ]                   

                                                                     4. Proposal to approve an increase of 650,000
                                                                     shares in the number of shares of Common Stock
                                                                     available for purchase by eligible employees
                                                                     under the Company's 1988 Employee Stock      [ ]    [ ]     [ ]
                                                                     Purchase Plan from 1,700,000 to 2,350,000          
                                                                     shares.

                                                                     5. Proposal to approve an amendment of the 
                                                                     Company's bylaws to provide that the Company
                                                                     may, upon approval of the board of directors
                                                                     alone and without further shareholder approval, 
                                                                     make loans to the Company's officers for the 
                                                                     purpose of assisting in the acquistion of    [ ]    [ ]     [ ]
                                                                     their primary residence in exceptional housing
                                                                     markets where such location is for the Company's 
                                                                     benefit, provided that such loans are secured
                                                                     by such real property.
                                                                     
                                                                                         6.Proposal to ratify 
                                                                           _ _ _ _ _ _   the appointment of
                                                                                      |  Ernst & Young LLP
                                                                                      |  as the independent      [ ]    [ ]     [ ]
                                                                                      |  auditors of the Company
                                                                                      |  for the current fiscal year 
                                                                                      |  ending January 1, 1999.
                                                                                      |  
                                                                           

 
                                                                                          COMMENTS/ADDRESS CHANGE
                                                                                          Please mark this box if you
                                                                                          have written comments/address        [   ]
                                                                                          change on the reverse side.



Signature(s)______________________________________________   Dated _______, 1998
(This Proxy should be marked, dated, signed by the shareholder(s) exactly as his
or her name appears hereon, an returned promptly in the enclosed envelope. If
signing for estates, trusts, corporations, or partnerships title or capacity
should be stated. If shares are held jointly each holder should sign.)


</TABLE>

                              FOLD AND DETACH HERE




                                       23

<PAGE>

                                   APPENDIX B



TRIMBLE NAVIGATION LIMITED ANNUAL MEETING TO BE HELD ON 5/05/98 AT 4:00 P.M.
PDT FOR HOLDERS AS OF 3/13/98           * ISSUER CONFIRMATION COPY - INFO ONLY*
    6    1-0001    THIS FORM IS PROVIDED FOR INFORMATIONAL
                    PURPOSES ONLY. PLEASE DO NOT USE IT FOR
                    VOTING PURPOSES.
CUSIP: 896239100

DIRECTORS                                         CONTROL NO.
- ----------                                                              |-------
DIRECTORS RECOMMENDED: A VOTE FOR ELECTION OF THE FOLLOWING             |
DIRECTORS                                                        0010100| 
1- 01-CHARLES R. TRIMBLE, 02-JOHN B. GOODRICH, 03-WILLIAM HART,         |
   04-BRADFORD W. PARKINSON, 05-ROBERT S. COOPER                        |



                                                                     DIRECTORS
PROPOSALS                                                           RECOMMENDED
- ----------                                                         ------------
     2 - PROPOSAL TO APPROVE AN INCREASE OF 600,000 SHARES             FOR      
         IN THE NUMBER OF SHARES OF COMMON STOCK RESERVED            0020702
         FOR ISSUANCE UNDER THE COMPANY'S 1993 STOCK OPTION 
         PLAN FROM 3,200,000 TO 3,800,000 SHARES.

     3 - PROPOSAL TO APPROVE AN AMENDMENT OF THE COMPANY'S            FOR
         1993 STOCK OPTION PLAN INCREASING THE LIMITATION ON        0020702
         THE NUMBER OF SHARES OF COMMON STOCK WHICH MAY BE 
         GRANTED TO A CURRENT EMPLOYEE, IN ANY FISCAL YEAR,
         PURSUANT TO OPTIONS UNDER THE 1993 STOCK OPTION PLAN 
         FROM 100,000 TO A NEW MAXIMUM OF 150,000 SHARES.

     4 - PROPOSAL TO APPROVE AN INCREASE OF 650,000 SHARES IN         FOR
         THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR         0020802
         PURCHASE BY ELIGIBLE EMPLOYEES UNDER THE COMPANY'S 
         1988 EMPLOYEE STOCK PURCHASE PLAN FROM 1,700,000 TO 
         2,350,000 SHARES.

     5 - PROPOSAL TO APPROVE AN AMENDMENT OF THE  COMPANY'S           FOR
         BYLAWS TO PROVIDE THAT THE COMPANY MAY, UPON APPROVAL      0029909
         OF THE BOARD OF DIRECTORS ALONE AND WITHOUT FURTHER 
         SHAREHOLDER APPROVAL, MAKE LOANS TO THE COMPANY'S
         OFFICERS FOR THE PURPOSE OF ASSISTING IN THE ACQUISTION 
         OF THEIR PRIMARY RESIDENCE IN EXCEPTIONAL HOUSING
         MARKETS WHERE SUCH LOCATION IS FOR THE COMPANY'S 
         BENEFIT, PROVIDED THAT SUCH LOANS ARE SECURED
         BY SUCH REAL PROPERTY.

     6 - PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP       FOR
         AS INDEPENDENT AUDTIORS OF THE COMPANY FOR THE CURRENT      0010200
         FISCAL YEAR ENDING JANUARY 1, 1999.

         *NOTE* IN THEIR  DISCRETION,  THE PROXIES ARE  AUTHORIZED  TO VOTE UPON
          SUCH OTHER MATTER(S) AS SAID PROXIES DEEM  ADVISABLE AS MAY PROPERLY 
          COME BEFORE THE MEETING AND AT ANY ADJOURNMENT(S) THEREOF.  


                                       24

<PAGE>



FOLD AND DETACH HERE

          TRIMBLE NAVIGATION LIMITED
          05/05/98 AT 4:00 P.M. PDT                   
                 2 ITEM(S)                SHARE(S)

                  DIRECTORS
                  ---------
         (MARK 'X' FOR ONLY ONE BOX)

1 [   ]   FOR ALL NOMINEES
                                                            |------
  [   ]   WITHHOLD ALL NOMINEES                             |
                                                            |
  [   ]   WITHHOLD AUTHORITY TO VOTE FOR
          ANY INDIVIDUAL NOMINEE. WRITE
          NUMBER(S) OF NOMINEE(S) BELOW.

  USE NUMBER ONLY __________________________

   FOR    AGAINST   ABSTAIN 
2 [   ]    [   ]     [   ]    PLEASE INDICATE YOUR PROPOSAL SELECTION BY
                              FIRMLY PLACING AN 'X' IN THE APPROPRIATE     [X]
                              NUMBERED BOX WITH BLUE OR BLACK INK ONLY

     DO NOT USE               SEE VOTING INSTRUCTIONS NO. 1 ON REVERSE

     DO NOT USE               ACCOUNT NO:
      
   FOR    AGAINST   ABSTAIN   CUSIP: 896239100
3 [   ]    [   ]     [   ]
                              CONTROL NO:

     DO NOT USE               CLIENT NO:

     DO NOT USE               PLEASE MARK HERE IF YOU PLAN TO ATTEND 
                              AND VOTE YOUR SHARES AT THE MEETING     [   ]
   FOR    AGAINST   ABSTAIN
4 [   ]    [   ]     [   ]

     DO NOT USE
                              51 MERCEDES WAY
     DO NOT USE               EDGEWOOD NY 17717
                               
   FOR    AGAINST   ABSTAIN     
5 [   ]    [   ]     [   ]

     DO NOT USE   
                              TRIMBLE NAVIGATION LIMITED
     DO NOT USE               ATTN:BARBARA HALL
                              645 N MARY AVE
   FOR    AGAINST   ABSTAIN   SUNNYVALE, CA  94088
6 [   ]    [   ]     [   ]                            

     DO NOT USE

    
                              
       
                              _____________________________________  /____/____
FOLD AND DETACH HERE          SIGNATURE(S)                            DATE


                                   

                                       25

<PAGE>




                                   APPENDIX C


                           TRIMBLE NAVIGATION LIMITED
                             
                             1993 STOCK OPTION PLAN
                         (as amended December 18, 1997)

     1.  Purposes of the Plan.  The  purposes  of this Stock  Option Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility, to provide additional incentive to the Employees and Consultants
of the Company and to promote the success of the Company's business.

     Options  granted  hereunder  may  be  either  Incentive  Stock  Options  or
Nonstatutory  Stock Options,  at the discretion of the Board and as reflected in
the terms of the written option agreement.

     2. Definitions. As used herein, the following definitions shall apply:

        (a)  "Administrator"  means the Board or any of its Committees appointed
pursuant to Section 4 of the Plan.

        (b) "Board" shall mean the Committee, if one has been appointed,  or the
Board of Directors of the Company, if no Committee is appointed.

        (c) "Code" shall mean the Internal Revenue Code of 1986, as amended.

        (d)  "Committee"  shall mean the Committee  appointed  by the  Board  of
Directors in accordance with  paragraph (a)  of Section 4 of the Plan, if one is
appointed.

        (e) "Common Stock" shall mean the Common Stock of the Company.

        (f)  "Company"  shall  mean  Trimble  Navigation Limited,  a California
corporation.

        (g) "Consultant" shall mean any person who is engaged by the Company or 
any Parent or Subsidiary to render  consulting  services and is compensated for
such consulting  services,  and any director of the Company  whether compensated
for such  services  or not,  provided  that the term  Consultant  shall not  
include directors  who are  not  compensated  for  their  services  or are paid 
only a director's fee by the Company.

        (h) "Continuous Status as an Employee or Consultant" shall mean the 
absence of any  interruption  or  termination  of service as an Employee or  
Consultant. Continuous  Status  as  an  Employee  or  Consultant  shall  not be
considered interrupted  in the case of sick leave,  military  leave,  or any 
other leave of absence  approved by the  Company or any Parent or Subsidiary of 
the  Company; provided  that  such  leave  is for a  period  of  not  more than 
90  days  or reemployment  upon the  expiration  of such leave is  guaranteed by
contract or statute.


                                       26

<PAGE>


        (i)  "Employee" shall mean any person, including officers and directors,
employed by the Company or any Parent or Subsidiary of the Company.  The payment
of a  director's  fee by the  Company  shall  not be  sufficient  to  constitute
"employment" by the Company.

        (j) "Exchange Act" means the Securities Exchange Act of 1934, as 
amended.

        (k) "Fair Market  Value" means,  as of any date,  the value of Common 
Stock determined as follows:

               (i) If the Common Stock is listed on any established stock 
exchange or a national market system including without limitation the National 
Market System of the National Association of Securities Dealers, Inc. Automated 
Quotation ("NASDAQ") System, its Fair Market Value shall be the closing sales 
price for such stock (or the closing bid, if no sales were reported, as quoted 
on such system or exchange for the last market trading day prior to the time of 
determination) as reported in the Wall Street Journal or such other source as
the Administrator deems reliable;

               (ii) If the  Common  Stock is quoted on the NASDAQ  System  
(but not on the National Market System thereof) or regularly  quoted by a 
recognized  securities dealer but selling  prices are not reported,  its Fair
Market Value shall be the mean between the high and low asked prices for the 
Common Stock or;

               (iii) In the absence of an  established  market for the Common  
Stock,  the Fair  Market  Value   thereof   shall  be   determined  in  good  
faith  by  the Administrator.

        (l) "Incentive Stock Option" shall mean an Option intended to qualify 
as an incentive stock option within the meaning of Section 422 of the Code.

        (m)  "Nonstatutory  Stock  Option"  shall  mean an Option not  intended 
 to qualify as an Incentive Stock Option.

        (n) "Option" shall mean a stock option granted pursuant to the Plan.

        (o) "Optioned Stock" shall mean the Common Stock subject to an Option.

        (p) "Optionee" shall mean an Employee or Consultant who receives an 
Option.

        (q) "Parent"  shall mean a "parent  corporation",  whether now or 
hereafter existing, as defined in Section 424(e) of the Code.

        (r) "Plan" shall mean this 1993 Stock Option Plan.

        (s)  "Share"  shall  mean a share  of the  Common  Stock,  as  adjusted 
in accordance with Section 11 of the Plan.


                                       27

<PAGE>


        (t)  "Subsidiary"  shall mean a  "subsidiary  corporation", whether now 
or hereafter existing, as defined in Section 424(f) of the Code.

     3.  Stock Subject to the Plan.  Subject to the  provisions of Section 11 of
the Plan, the maximum  aggregate number of shares which may be optioned and sold
under  the  Plan  is  3,800,000  shares  of  Common  Stock.  The  Shares  may be
authorized, but unissued, or reacquired Common Stock.

     If an Option should expire or become  unexercisable  for any reason without
having been exercised in full, the unpurchased Shares which were subject thereto
shall,  unless the Plan shall have been terminated,  become available for future
grant under the Plan.  Notwithstanding  any other provision of the Plan,  shares
issued  under the Plan and later  repurchased  by the  Company  shall not become
available for future grant or sale under the Plan.

     4. Administration of the Plan.

        (a) Procedure.

               (i)  Multiple  Administrative  Bodies.  The  Plan  may be  
administered  by different   Committees  with  respect  to  different  groups 
of  Employees  and Consultants.

               (ii) Section 162(m). To the extent that the Administrator  
determines it to be  desirable  to  qualify  Options  granted  hereunder  as  
"performance-based compensation"  within the meaning of Section  162(m) of the 
Code, the Plan shall be  administered  by a Committee of two or more "outside  
directors"  within the meaning of Section 162(m) of the Code.

               (iii) Rule 16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3,  the  transactions contemplated hereunder 
shall be structured to satisfy the requirements for exemption under Rule 16b-3.

        (b) Powers of the Administrator. Subject to the provisions of the Plan 
and in the case of a Committee,  the specific duties  delegated by the Board to
such committee, the Administrator shall have the authority, in its discretion:

               (i) to determine the Fair Market Value of the Common  Stock,  in 
accordance with Section 2(k) of the Plan;

               (ii) to select the officers,  Consultants and Employees to whom 
Options may from time to time be granted hereunder;

               (iii)  to  determine  whether  and  to  what  extent  Options  
are  granted hereunder;

               (iv) to  determine  the  number of shares of Common  Stock to be 
covered by each such award granted hereunder;


                                       28

<PAGE>

               (v) to approve forms of agreement for use under the Plan;

               (vi) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder (including,  but not
limited to, the share price and any  restriction or limitation,  or any vesting 
acceleration or waiver of  forfeiture  restrictions  regarding  any Option  and/
or the shares of Common  Stock  relating  thereto,  based  in each case on such 
factors  as the Administrator shall determine, in its sole discretion);

               (vii) to determine  whether and under what  circumstances  an 
Option may be settled in cash under subsection 9(e) instead of Common Stock;

               (viii) to determine  whether,  to what extent and under what 
circumstances Common Stock and other amounts  payable with respect to an award 
under this Plan shall be deferred  either  automatically  or at the election of 
the  participant (including  providing  for and  determining  the  amount,  if 
any, of any deemed earnings on any deferred amount during any deferral period);

               (ix) to reduce the  exercise  price of any Option to the then  
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted; and

        (c)  Effect of Administrator's Decision. All decisions, determinations 
and interpretations of the Administrator shall be final and binding on all 
Optionees and any other holders of any Options.

        (d)  Grant  Limits. The following limitations  shall  apply to grants of
Options under the Plan:

               (i) No  employee  shall be  granted,  in any fiscal  year of the 
Company, Options under the Plan to purchase more than 150,000  Shares,  provided
that the Company  may make an  additional  one-time  grant  of up to  250,000 
Shares  to newly-hired Employees.

               (ii)  The  foregoing  limitations  shall  be  adjusted  
proportionately  in connection  with any change in the  Company's capitalization
as  described  in Section 11.

               (iii)  If  an  Option  is  cancelled  (other than  in connection 
with  a transaction  described in  Section 11),  the  cancelled  Option shall be
counted against  the  limits  set forth in  Section 4(d)(i).  For this purpose, 
if the exercise  price of an Option is reduced,  the  transaction  will be
treated as a cancellation of the Option and the grant of a new Option.

     5. Eligibility.

        (a) Nonstatutory Stock Options may be granted only to Employees,
Directors, and  Consultants.  Incentive Stock Options may be granted only to 
Employees.  An Employee, Director, or


                                       29

<PAGE>

Consultant who has been granted an Option may, if he is otherwise eligible,
be granted an additional Option or Options.

        (b) Each Option  shall be designated in the written  option agreement as
either an  Incentive  Stock  Option or a  Nonstatutory  Stock  Option.  However,
notwithstanding such designations,  to the extent that the aggregate Fair Market
Value of the Shares with respect to which Options  designated as Incentive Stock
Options are  exercisable  for the first time by any Optionee during any calendar
year  (under  all plans of the  Company  or any  Parent or  Subsidiary)  exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options.

        (c) For purposes of Section 5(b), Incentive Stock Options shall be taken
into account in the order in which they were granted,  and the Fair Market Value
of the Shares shall be determined as of the time the Option with respect to such
Shares is granted.

        (d) The Plan shall not confer upon any Optionee any right with respect 
to continuation  of  employment or consulting  relationship  with the Company,  
nor shall it interfere in any way with his right or the Company's right to 
terminate his employment or consulting relationship at any time, with or without
cause.

     6. Term of Plan.  The Plan shall become effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the shareholders of
the Company as described in Section 18 of the Plan. It shall  continue in effect
for a term of ten (10) years unless  sooner  terminated  under Section 14 of the
Plan.

     7. Term of Option. The term of each Option shall be ten (10) years from the
date of grant  thereof or such  shorter  term as may be  provided  in the Option
Agreement.  However,  in the case of an  Incentive  Stock  Option  granted to an
Optionee who, at the time the Option is granted,  owns stock  representing  more
than ten  percent  (10%) of the  voting  power  of all  classes  of stock of the
Company or any Parent or  Subsidiary,  the term of the Option  shall be five (5)
years from the date of grant  thereof or such shorter term as may be provided in
the Option Agreement.

     8. Exercise Price and Consideration.

        (a) The per Share exercise price for the Shares to be issued pursuant to
exercise of an Option  shall be such price as is  determined  by the Board,  but
shall be subject to the following:

               (i) In the case of an Incentive Stock Option

                    (A) granted to an Employee who, at the time of the grant of 
such   Incentive Stock Option,  owns stock representing more than ten percent 
(10%) of  the voting power of all  classes of stock of the Company or any Parent
or   Subsidiary, the per Share exercise price shall be no less than 110% of the 
Fair Market Value per Share on the date of grant.


                                       30

<PAGE>

                    (B) granted to any Employee,  the per Share exercise price 
shall be no less than 100% of the Fair Market Value per Share on the date of 
grant.

               (ii) In the case of a  Nonstatutory Stock Option,  the per Share 
exercise price shall be determined by the  Administrator.  In the case of a  
Nonstatutory Stock Option intended to qualify as "performance-based  
compensation" within the meaning of Section  162(m) of the Code, the per Share 
exercise price shall be no less than 100% of the Fair Market Value per Share on 
the date of grant.

               (iii)  Notwithstanding  the  foregoing,  Options may be granted  
with a per Share exercise price of less than 100% of the Fair Market Value per 
Share on the date of grant pursuant to a merger or other corporate transaction.

        (b) The  consideration to be paid for the Shares to be issued upon 
exercise of an  Option,  including  the method of  payment, shall be determined 
by the Administrator  and may consist entirely of (1) cash,  (2) check,  
(3) promissory note, (4) other Shares which (x) either have been owned by the
Optionee for more than six  months on the date of  surrender  or were not  
acquired,  directly  or indirectly,  from the  Company,  and (y) have a Fair 
Market Value on the date of surrender  equal to the aggregate exercise price of 
the Shares as to which said Option shall be exercised, (5) authorization from 
the Company to retain from the total number of Shares as to which the Option is 
exercised that number of Shares having a Fair Market Value on the date of 
exercise  equal to the exercise  price for the total number of Shares as to 
which the Option is exercised, (6) delivery of a properly executed exercise 
notice together with irrevocable instructions to a broker to promptly  deliver 
to the Company the amount of sale or loan proceeds required to pay the exercise 
price,  (7) delivery of an irrevocable subscription agreement for the Shares 
which  irrevocably  obligates the option holder to take and pay for the Shares 
not more than twelve months after the date of delivery of the  subscription  
agreement,  (8) any  combination of the foregoing  methods of payment,  (9) or 
such other consideration and method of payment for the issuance of  Shares  to 
the  extent  permitted  under  Applicable  Laws.  In  making  its determination
as to the  type of  consideration  to  accept,  the  Board  shall consider if  
acceptance  of such  consideration  may be  reasonably  expected to benefit the 
Company.

     9. Exercise of Option.

        (a)  Procedure for Exercise;  Rights as a  Shareholder.  Any Option 
granted hereunder  shall be  exercisable  at such  times and under  such  
conditions  as determined  by the Board,  including  performance  criteria  
with respect to the Company and/or the Optionee,  and as shall be permissible 
under the terms of the Plan.

     An Option may not be exercised for a fraction of a Share.

     An Option  shall be  deemed to be  exercised  when  written  notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
Option by the person  entitled to exercise  the Option and full  payment for the
Shares with  respect to which the Option is exercised  has been  received by the
Company. Full payment may, as authorized by the Board, consist of any


                                       31

<PAGE>


consideration  and method of payment  allowable  under  Section 8(b) of the
Plan. Until the issuance (as evidenced by the appropriate  entry on the books of
the Company or of a duly authorized  transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a  shareholder  shall exist with respect to the Optioned  Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued)  such stock  certificate  promptly  upon  exercise of the Option.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 11 of the Plan.

     Exercise  of an Option in any  manner  shall  result in a  decrease  in the
number of Shares which  thereafter  may be  available,  both for purposes of the
Plan and for sale  under  the  Option,  by the  number of Shares as to which the
Option is exercised.

        (b)  Termination of Status  as an  Employee or Consultant. In the event 
of termination of an Optionee's  Continuous Status as an Employee or Consultant 
(as the case may be),  such  Optionee may, but only within thirty (30) days (or 
such other period of time, not exceeding three (3) months in the case of an
Incentive Stock Option or six (6) months in the case of a Nonstatutory Stock 
Option, as is determined  by the Board)  after the date of such  termination  
(but in no event later than the date of expiration of the term of such Option as
set forth in the Option  Agreement), exercise  his Option to the extent that he 
was  entitled to exercise  it at the  date of such  termination. To the  extent 
that he was not entitled to exercise the Option at the date of such termination,
or if he does not exercise  such Option  (which he was  entitled to exercise)  
within the time specified herein, the Option shall terminate.

        (c) Disability of Optionee. Notwithstanding the provisions of Section 9
(b) above,  in the event of  termination  of an Optionee's  Continuous  Status 
as an Employee or  Consultant as a result of his total and permanent disability 
(as defined in Section 22(e)(3) of the Code), he may, but only within six (6) 
months (or such other period of time not exceeding  twelve (12) months as is 
determined by the Board) from the date of such  termination (but in no event 
later than the date of  expiration  of the  term of such  Option  as set forth  
in the  Option Agreement), exercise his Option to the extent he was entitled to 
exercise it at the date of such termination. To the extent that he was not 
entitled to exercise the Option at the date of  termination,  or if he does not 
exercise  such Option (which he was entitled to exercise) within the time 
specified herein, the Option shall terminate.

        (d) Death of Optionee. In the event of the death of an Optionee:

               (i)  during  the  term of the  Option  who is at the time of his 
death an Employee or  Consultant  of the  Company  and who shall have been in  
Continuous Status as an Employee or Consultant  since the date of grant of the 
Option,  the Option may be  exercised,  at any time within  twelve (12) months  
following the date of death (but in no event later than the date of  expiration 
of the term of such Option as set forth in the Option  Agreement),  by the 
Optionee's estate or by a person  who  acquired  the  right to  exercise  the  
Option by  bequest  or inheritance,  but only to the  extent of the right to  
exercise  that would have accrued had the Optionee  continued living and 
remained in Continuous  Status as an Employee or Consultant twelve (12) months 
after the date of death, subject to the limitation set forth in Section 5(b); or


                                       32

<PAGE>


               (ii) within  thirty (30) days (or such other  period of time not 
exceeding three (3)  months as is  determined  by the  Board)  after  the  
termination  of Continuous Status as an Employee or Consultant,  the Option may 
be exercised, at any time within twelve (12) months following the date of death 
(but in no event later than the date of expiration of the term of such Option as
set forth in the Option  Agreement),  by the  Optionee's  estate or by a person 
who  acquired the right to exercise the Option by bequest or  inheritance,  but 
only to the extent of the right to exercise that had accrued at the date of 
termination.

        (e) Buyout Provisions. The Administrator may at any time offer to buy 
out for a payment in cash or Shares,  an Option  previously  granted,  based on 
such terms and conditions as the Administrator shall establish and communicate 
to the Optionee at the time that such offer is made.

     10.  Non-Transferability of Options.  Options  may  not be  sold,  pledged,
assigned,  hypothecated,  transferred or disposed of in any manner other than by
will or by the laws of descent  and  distribution  or  pursuant  to a  qualified
domestic  relations  order as  defined  by the  Code or Title I of the  Employee
Retirement  Income Security Act, or the rules  thereunder.  The designation of a
beneficiary  by an Optionee  does not  constitute  a transfer.  An Option may be
exercised,  during the  lifetime  of the  Optionee,  only by the  Optionee  or a
transferee permitted by this Section 10.

     11.  Adjustments Upon Changes in Capitalization  or Merger.  Subject to any
required  action by the  shareholders  of the  Company,  the number of shares of
Common Stock  covered by each  outstanding  Option,  and the number of shares of
Common Stock which have been  authorized  for issuance  under the Plan but as to
which no Options have yet been  granted or which have been  returned to the Plan
upon  cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding  Option,  shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of  consideration  by the Company;  provided,  however,  that  conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of  consideration."  Such adjustment shall be made by the Board,
whose  determination  in that respect  shall be final,  binding and  conclusive.
Except as  expressly  provided  herein,  no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

     In the event of the proposed dissolution or liquidation of the Company, the
Board  shall  notify  the  Optionee  at least  fifteen  (15) days  prior to such
proposed action. To the extent it has not been previously exercised,  the Option
will terminate immediately prior to the consummation of such proposed action. In
the event of a merger  of the  Company  with or into  another  corporation,  the
Option shall be assumed or an  equivalent  option shall be  substituted  by such
successor  corporation or a parent or subsidiary of such successor  corporation.
In the even the successor corporation does not agree to assume the option or the
substitute and equivalent option, the Board shall, in lieu of such assumption or
substitution, provide for the Optionee to have the right to vest in and exercise
the Option as to all of the


                                       33

<PAGE>

Optioned Stock, including Shares as to which the Option would not otherwise
be vested  or  exercisable.  If the  Board  makes an  Option  fully  vested  and
exercisable in lieu of assumption or substitution in the event of a merger,  the
Board  shall  notify  the  Optionee  that the Option  shall be fully  vested and
exercisable for a period of fifteen (15) days from the date of such notice,  and
the Option will  terminate  upon the  expiration  of such period.  If, in such a
merger,  the Option is assumed or an equivalent  option is  substituted  by such
successor  corporation or a parent or subsidiary of such successor  corporation,
and if during a one-year  period after the  effective  date of such merger,  the
Optionee's  Continuous Status as an Employee or Consultant is terminated for any
reason other than the Optionee's  voluntary  termination  of such  relationship,
then the Optionee shall have the right within thirty days thereafter to exercise
the Option as to all of the  Optioned  Stock,  including  Shares as to which the
Option  would not be  otherwise  exercisable,  effective  as of the date of such
termination.

     12.  Stock  Withholding  to Satisfy  Withholding  Tax  Obligations.  At the
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this  paragraph.  When an  Optionee  incurs  tax  liability  in
connection  with an Option,  which tax  liability is subject to tax  withholding
under  applicable  tax laws, and the Optionee is obligated to pay the Company an
amount  required to be withheld  under  applicable  tax laws,  the  Optionee may
satisfy the withholding tax obligation by electing to have the Company  withhold
from the Shares to be issued upon exercise of the Option, if any, that number of
Shares  having a Fair Market Value equal to the amount  required to be withheld.
The Fair Market Value of the Shares to be withheld  shall be  determined  on the
date that the amount of tax to be withheld is to be determined.

     13. Time of Granting Options. The date of grant of an Option shall, for all
purposes,  be the date on which the Board makes the determination  granting such
Option.  Notice  of the  determination  shall  be  given  to  each  Employee  or
Consultant  to whom an Option is so granted  within a reasonable  time after the
date of such grant.

     14. Amendment and Termination of the Plan.

        (a)  Amendment  and  Termination.  The Board may at any time amend,  
alter, suspend or  discontinue  the Plan, but no amendment,  alteration,  
suspension or discontinuation  shall be made which  would  impair the rights of 
any  Optionee under any grant theretofore made,  without his or her consent.  
In addition,  to the extent  necessary  and  desirable to comply with Section 
422 of the Code (or any other  applicable law or regulation,  including the 
requirements of the NASD or an established stock exchange), the Company shall 
obtain shareholder approval of any Plan amendment in such a manner and to such a
degree as required.

        (b)  Effect of Amendment or Termination.  Any such amendment or 
termination of the Plan shall not affect  Options  already  granted and such  
Options  shall remain  in full  force  and  effect  as if this  Plan  had not 
been  amended  or terminated, unless mutually agreed otherwise between the 
Optionee and the Board, which agreement must be in writing and signed by the 
Optionee and the Company.




                                       34

<PAGE>


     15. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such Shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder, and
the requirements of any stock exchange upon which the Shares may then be listed,
and shall be further  subject to the  approval of counsel  for the Company  with
respect to such compliance.

     As a condition  to the  exercise of an Option,  the Company may require the
person  exercising  such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  Shares  if, in the  opinion of
counsel  for  the  Company,  such a  representation  is  required  by any of the
aforementioned relevant provisions of law.

     16. Reservation of Shares.  The Company, during the term of this Plan, will
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     The inability of the Company to obtain  authority from any regulatory  body
having  jurisdiction,  which authority is deemed by the Company's  counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the  Company of any  liability  in respect of the  failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

     17.  Option  Agreement.  Options  shall  be  evidenced  by  written  option
agreements in such form as the Board shall approve.

     18.  Shareholder  Approval.  Continuance  of the Plan  shall be  subject to
approval by the  shareholders of the Company within twelve (12) months before or
after the date the Plan is adopted.  Such shareholder approval shall be obtained
in the degree and manner required under Applicable Laws.


                                       35

<PAGE>



         
                                   APPENDIX D


                               TRIMBLE NAVIGATION

                        1988 EMPLOYEE STOCK PURCHASE PLAN
                         (as amended December 18, 1997)


     The following constitute the provisions of the Employee Stock Purchase Plan
of Trimble Navigation.

     1. Purpose.  The purpose of the Plan is to provide employees of the Company
and its Designated  Subsidiaries with an opportunity to purchase Common Stock of
the Company through accumulated  payroll deductions.  It is the intention of the
Company to have the Plan  qualify as an  "Employee  Stock  Purchase  Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended.  The provisions of
the  Plan  shall,   accordingly,   be  construed  so  as  to  extend  and  limit
participation  in a manner  consistent with the  requirements of that section of
the Code.

     2. Definitions.

          (a) "Board" shall mean the Board of Directors of the Company.

          (b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

          (c) "Common Stock" shall mean the Common Stock of the Company.

          (d) "Company" shall mean Trimble Navigation.

          (e)  "Compensation"   shall  mean  all  regular  straight  time  gross
earnings, commissions,  incentive bonuses, overtime, shift premium, lead pay and
other similar compensation, but excluding automobile allowances,  relocation and
other non-cash  compensation.  Notwithstanding  the foregoing,  the Employee may
elect to exclude bonuses from the calculation of compensation.

          (f)  "Continuous  Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee.  Continuous  Status as an
Employee  shall not be considered  interrupted in the case of a leave of absence
agreed to in writing by the Company, provided that such leave is for a period of
not more  than 90 days or  reemployment  upon the  expiration  of such  leave is
guaranteed by contract or statute.

          (g) "Designated  Subsidiaries"  shall mean the Subsidiaries which have
been  designated  by the  Board  from  time to time in its  sole  discretion  as
eligible to participate in the Plan.

          (h)  "Employee"  shall mean any person,  including  an officer,  whose
customary  employment with the Company is at least twenty (20) hours per week by
the Company or one of its Designated  Subsidiaries and more than five (5) months
in any calendar year.

          (i)  "Enrollment  Date"  shall  mean the  first  day of each  Offering
Period.


                                       36

<PAGE>


          (j) "Exercise Date" shall mean the last day of each Offering Period.

          (k)  "Offering  Period"  shall mean,  except with respect to the first
Offering Period as described  herein, a period of six (6) months during which an
option granted pursuant to the Plan may be exercised.  The first Offering Period
shall commence August 15, 1988, and end December 31, 1988.

          (l) "Plan" shall mean this Employee Stock Purchase Plan.

          (m)  "Subsidiary"  shall mean a corporation,  domestic or foreign,  of
which  not less  than 50% of the  voting  shares  are held by the  Company  or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.

     3. Eligibility.

          (a) Any Employee as defined in  paragraph 2 who has been  continuously
employed by the Company for at least two (2) consecutive months and who shall be
employed  by the  Company  on a given  Enrollment  Date  shall  be  eligible  to
participate in the Plan. However, notwithstanding the foregoing, for purposes of
the first  Offering  Period only,  any  Employee  defined in paragraph 2 who was
employed by the Company as of August 9, 1988 shall be eligible to participate in
the Plan.

          (b) Any  provisions  of the Plan to the contrary  notwithstanding,  no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant,  such  Employee (or any other person whose stock would be  attributed  to
such  Employee  pursuant to Section  425(d) of the Code) would own stock and /or
hold outstanding  options to purchase stock possessing five percent (5%) or more
of the  total  combined  voting  power or value of all  classes  of stock of the
Company or of any  subsidiary  of the Company,  or (ii) which permits his or her
rights to purchase  stock under all employee stock purchase plans of the Company
and its  subsidiaries  to accrue at a rate which  exceeds  Twenty-Five  Thousand
Dollars  ($25,000)  worth of stock  (determined  at the fair market value of the
shares at the time such option is granted) for each  calendar year in which such
option is outstanding at any time.

     4. Offering Periods.  The Plan shall be implemented by consecutive Offering
Periods with a new Offering  Period  commencing on or about January 1 and July 1
of each year; provided,  however,  that the first Offering Period shall commence
on or about August 15, 1988. The Plan shall continue thereafter until terminated
in accordance  with  paragraph 19 hereof.  Subject to the  shareholder  approval
requirements  of paragraph  19, the Board of Directors of the Company shall have
the power to change the  duration of  Offering  Periods  with  respect to future
offerings  without  shareholder  approval if such change is  announced  at least
fifteen (15) days prior to the scheduled  beginning of the first Offering Period
to be affected.

     5. Participation.

          (a) An  eligible  Employee  may  become a  participant  in the Plan by
completing a subscription  agreement  authorizing payroll deductions in the form
of Exhibit A to this Plan and filing


                                       37

<PAGE>


it with the  Company's  payroll  office at least five (5) business days prior to
the applicable  Enrollment Date, unless a later time for filing the subscription
agreement is set by the Board for all eligible Employees with respect to a given
Offering Period.

          (b) Payroll  deductions for a participant  shall commence on the first
payroll  following the Enrollment  Date and shall end on the last payroll in the
Offering  Period  to which  such  authorization  is  applicable,  unless  sooner
terminated by the participant as provided in paragraph 10.

     6. Payroll Deductions.

          (a) At the time a participant files his or her subscription agreement,
he or she shall elect to have payroll  deductions made on each payday during the
Offering Period in an amount not exceeding ten percent (10%) of the Compensation
which he receives on each payday during the Offering  Period,  and the aggregate
of such  payroll  deductions  during the  Offering  Period  shall not exceed ten
percent (10%) of the participant's  aggregate  Compensation during said Offering
Period.  (b) All payroll  deductions made for a participant shall be credited to
his or her account  under the Plan. A  participant  may not make any  additional
payments into such account.

          (c) A participant may discontinue his or her participation in the Plan
as provided in paragraph 10, or may decrease,  but not increase, the rate of his
or her payroll  deductions during the Offering Period (within the limitations of
Section  6(a)) by  completing  or filing  with the  Company  a new  subscription
agreement  authorizing a change in payroll  deduction  rate.  The change in rate
shall be  effective  with the  first  full  payroll  period  following  five (5)
business days after the Company's receipt of the new subscription  agreement.  A
participant's  subscription  agreement  shall  remain in effect  for  successive
Offering  Periods unless revised as provided herein or terminated as provided in
paragraph 10.

          (d) Notwithstanding  the foregoing,  to the extent necessary to comply
with Section  423(b)(8) of the Code and paragraph 3(b) herein,  a  participant's
payroll  deductions  may be  decreased  to 0% at such time  during any  Offering
Period which is scheduled to end during the current  calendar year (the "Current
Offering  Period")  that the  aggregate  of all  payroll  deductions  which were
previously  used to  purchase  stock under the Plan in a prior  Offering  Period
which ended during that  calendar year plus all payroll  deductions  accumulated
with respect to the Current  Offering Period equal $21,250.  Payroll  deductions
shall  recommence  at the  rate  provided  in  such  participant's  subscription
agreement at the  beginning of the first  Offering  Period which is scheduled to
end in the following  calendar  year,  unless  terminated by the  participant as
provided in paragraph 10.

     7. Grant of Option.

          (a) On the  Enrollment  Date of each  Offering  Period,  each eligible
Employee  participating  in such  Offering  Period shall be granted an option to
purchase on each  Exercise  Date during such  Offering  Period up to a number of
shares of the Company's  Common Stock  determined  by dividing  such  Employee's
payroll  deductions  accumulated prior to such Exercise Date and retained in the
Participant's  account as of the Exercise Date by the lower of (i)  eighty-five
percent (85%) of the fair market


                                       38

<PAGE>


value of a share of the Company's  Common Stock on the  Enrollment  Date or (ii)
eighty-five  percent  (85%) of the fair market value of a share of the Company's
Common Stock on the Exercise  Date;  provided that in no event shall an Employee
be  permitted  to  purchase  during each  Offering  Period more than a number of
shares determined by dividing $12,500 by the fair market value of a share of the
Company's  Common Stock on the Enrollment  Date, and provided  further that such
purchase  shall be subject to the  limitations  set forth in Section 3(b) and 12
hereof.  Exercise of the option shall occur as provided in Section 8, unless the
participant  has withdrawn  pursuant to Section 10, and shall expire on the last
day of the Offering Period. Fair market value of a share of the Company's Common
Stock shall be determined as provided in Section 7(b) herein.

          (b) The  option  price  per  share of the  shares  offered  in a given
Offering  Period  shall be the lower of: (i) 85% of the fair  market  value of a
share of the Common Stock of the Company on the Enrollment  Date; or (ii) 85% of
the fair  market  value of a share of the  Common  Stock of the  Company  on the
Exercise  Date.  The fair market value of the Company's  Common Stock on a given
date shall be determined by the Board in its discretion; provided, however, that
where there is a public market for the Common  Stock,  the fair market value per
share shall be the closing  price of the Common Stock for such date, as reported
by the NASDAQ  National  Market  System,  or, in the event the  Common  Stock is
listed on a stock exchange, the fair market value per share shall be the closing
price on such exchange on such date, as reported in the Wall Street Journal.

     8.  Exercise of Option.  Unless a  participant  withdraws  from the Plan as
provided in  paragraph  10 below,  his or her option for the  purchase of shares
will be exercised  automatically on the Exercise Date, and the maximum number of
full shares  subject to option shall be purchased  for such  participant  at the
applicable  option price with the accumulated  payroll  deductions in his or her
account.  No  fractional  shares will be  purchased  and any payroll  deductions
accumulated  in a  participant's  account which are not used to purchase  shares
shall remain in the  participant's  account for the subsequent  Offering Period,
subject  to an  earlier  withdrawal  as  provided  in  paragraph  10.  During  a
participant's life time, a participant's  option to purchase shares hereunder is
exercisable only by him or her.

     9. Delivery.  Unless a participant  makes an election to delay the issuance
of Certificate  representing  purchased shares, as promptly as practicable after
each  Exercise  Date on which a purchase of shares  occurs,  the  Company  shall
arrange the  delivery to each  participant,  as  appropriate,  of a  certificate
representing  the  shares  purchased  upon  exercise  of his or  her  option.  A
participant  may make an  election to delay the  issuance of stock  certificates
representing  shares  purchased  under the Plan by giving  written notice to the
Company the form of Exhibit D to this Plan.  Any such  election  shall remain in
effect  until  it is  revoked  by the  participant  or,  if  earlier,  upon  the
termination of the participant's  Continuous Status as an Employee.  The Company
may limit the time or times during which participants may revoke such elections,
except that a participant shall  automatically  receive a certificate as soon as
practicable following termination of his or her Continuous Status as an Employee
and that participants shall be given the opportunity to revoke such elections at
least once each calendar year.


                                       39

<PAGE>


     10. Withdrawal; Termination of Employment.

          (a) A  participant  may withdraw all but not less than all the payroll
deductions  credited to his or her  account and not yet used to exercise  his or
her option  under the Plan at any time by giving  written  notice to the Company
in the form  of  Exhibit  B to  this  Plan.  All  of the  participant's  payroll
deductions  credited  to his or her  account  will be  paid to such  participant
promptly after receipt of notice of withdrawal and such participant's option for
the Offering  Period will be  automatically  terminated,  and no further payroll
deductions  for the purchase of shares will be made during the Offering  Period.
If a participant withdraws from an Offering Period,  payroll deductions will not
resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.

          (b) Upon  termination  of the  participant's  Continuous  Status as an
Employee  prior to the Exercise  Date for any reason,  including  retirement  or
death, the payroll deductions credited to such participant's  account during the
Offering Period but not yet used to exercise the option will be returned to such
participant  or,  in the case of his or her  death,  to the  person  or  persons
entitled  thereto  under  paragraph  14, and such  participant's  option will be
automatically terminated.

          (c) In the event an Employee  fails to remain in Continuous  Status as
an Employee  of the  Company  for at least  twenty (20) hours per week during an
Offering Period in which the Employee is a participant, he or she will be deemed
to have elected to withdraw from the Plan and the payroll deductions credited to
his or her account will be returned to such  participant and such  participant's
option terminated.

          (d) A  participant's  withdrawal from an Offering Period will not have
any effect upon his or her  eligibility to participate in any similar plan which
may hereafter be adopted by the Company or in succeeding  Offering Periods which
commence after the termination of the Offering Period from which the participant
withdraws.

     11.  Interest.  No interest  shall  accrue on the payroll  deductions  of a
participant in the Plan.

     12. Stock.

          (a) The maximum  number of shares of the Company's  Common Stock which
shall be made  available  for sale  under the Plan  shall be  2,350,000  shares,
subject to adjustment upon changes in  capitalization of the Company as provided
in paragraph  18. If on a given  Exercise Date the number of shares with respect
to which options are to be exercised exceeds the number of shares then available
under the Plan,  the  Company  shall make a pro rata  allocation  of the shares
remaining  available for purchase in as uniform a manner as shall be practicable
and as it shall determine to be equitable.

          (b) The  participant  will have no interest or voting  right in shares
covered by his option until such option has been exercised.



                                       40

<PAGE>


          (c) Shares to be  delivered  to a  participant  under the Plan will be
registered in the name of the  participant or in the name of the participant and
his or her spouse.

     13.  Administration.  The Plan  shall be  administered  by the Board of the
Company  or a  committee  of members of the Board  appointed  by the Board.  The
administration,  interpretation  or  application of the Plan by the Board or its
committee shall be final, conclusive and binding upon all participants.  Members
of the Board who are eligible  Employees  are  permitted to  participate  in the
Plan.

     14. Designation of Beneficiary.

          (a) A participant may file a written  designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's  account under
the Plan in the event of such participant's death subsequent to an Exercise Date
on which the option is exercised  but prior to delivery to such  participant  of
such shares and cash. In addition,  a participant may file a written designation
of a beneficiary who is to receive any cash from the participant's account under
the Plan in the  event of such  participant's  death  prior to  exercise  of the
option.

          (b) Such  designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and in
the absence of a beneficiary  validly designated under the Plan who is living at
the time of such  participant's  death,  the Company  shall  deliver such shares
and/or cash to the executor or  administrator  of the estate of the participant,
or if no such executor or administrator  has been appointed (to the knowledge of
the Company),  the Company,  in its  discretion,  may deliver such shares and/or
cash  to the  spouse  or to any  one or  more  dependents  or  relatives  of the
participant,  or if no spouse,  dependent  or relative is known to the  Company,
then to such other person as the Company may designate.

     15. Transferability. Neither payroll deductions credited to a participant's
account nor any rights  with  regard to the  exercise of an option or to receive
shares  under  the Plan  may be  assigned,  transferred,  pledged  or  otherwise
disposed of in any way (other than by will, the laws of descent and distribution
or as provided in paragraph 14 hereof) by the  participant.  Any such attempt at
assignment,  transfer,  pledge or other  disposition  shall be  without  effect,
except that the Company may treat such act as an election to withdraw funds from
an Offering Period in accordance with paragraph 10.

     16. Use of Funds.  All payroll  deductions  received or held by the Company
under the Plan may be used by the Company  for any  corporate  purpose,  and the
Company shall not be obligated to segregate such payroll deductions.

     17. Reports. Individual accounts will be maintained for each participant in
the  Plan.  Statements  of  account  will be  given to  participating  Employees
semi-annually  promptly  following the Exercise Date,  which statements will set
forth the  amounts of payroll  deductions,  the per share  purchase  price,  the
number of shares purchased and the remaining cash balance, if any.


                                       41

<PAGE>


     18.  Adjustments  Upon Changes in  Capitalization.  Subject to any required
action by the shareholders of the Company,  the number of shares of Common Stock
covered by each option under the Plan which has not yet been  exercised  and the
number of shares of Common Stock which have been  authorized  for issuance under
the  Plan  but  have  not  yet  been  placed  under  option  (collectively,  the
"Reserves"),  as well as the price per share of  Common  Stock  covered  by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any  increase or decrease in the number of issued  shares of Common
Stock  resulting  from a stock  split,  reverse  stock  split,  stock  dividend,
combination or  reclassification  of the Common Stock,  or any other increase or
decrease in the number of shares of Common  Stock  effected  without  receipt of
consideration  by  the  Company;  provided,  however,  that  conversion  of  any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of  consideration".  Such adjustment shall be made by the Board,
whose  determination  in that respect  shall be final,  binding and  conclusive.
Except as expressly  provided herein, no issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option.

     In the event of the proposed dissolution or liquidation of the Company, the
Offering  Period will terminate  immediately  prior to the  consummation of such
proposed  action,  unless  otherwise  provided  by the Board.  In the event of a
proposed sale of all or substantially  all of the assets of the Company,  or the
merger of the Company with or into  another  corporation,  any Purchase  Periods
then in progress  shall be shortened  by setting a new  Exercise  Date (the "New
Exercise  Date") and any Offering  Periods then in progress shall end on the New
Exercise  Date.  The New Exercise Date shall be before the date of the Company's
proposed sale or merger. The Board shall notify each participant in writing,  at
least ten (10) business days prior to the New Exercise  Date,  that the Exercise
Date for the participant's  option has been changed to the New Exercise Date and
that the  participant's  option  shall  be  exercised  automatically  on the New
Exercise Date,  unless prior to such date the participant has withdrawn from the
Offering Period as provided in Section 10 hereof.

     19. Amendment or Termination.  The Board of Directors of the Company may at
any time and for any reason  terminate or amend the Plan.  Except as provided in
paragraph  18,  no such  termination  can  affect  options  previously  granted,
provided that an Offering  Period may be terminated by the Board of Directors on
any Exercise Date if the Board determines that the termination of the Plan is in
the best  interests of the Company and its  shareholders.  Except as provided in
paragraph 18, no amendment may make any change in any option theretofore granted
which  adversely  affects the rights of any  participant.  In  addition,  to the
extent  necessary to comply with Section 423 of the Code (or any successor  rule
or provision  or any other  applicable  law or  regulation),  the Company  shall
obtain  shareholder  approval  in  such a  manner  and to  such a  degree  as so
required.

     20. Notices.  All notices or other  communications  by a participant to the
Company under or in  connection  with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location,  or by
the person, designated by the Company for the receipt thereof.


                                       42

<PAGE>


     21.  Shareholder  Approval.  Continuance  of the Plan  shall be  subject to
approval by the shareholders of the Company within twelve months before or after
the date the Plan is adopted. Such shareholder approval shall be obtained in the
manner  and degree  required  under the  applicable  state and  federal  tax and
securities laws.

     22.  Conditions  Upon  Issuance of Shares.  Shares shall not be issued with
respect to an option  unless the  exercise of such option and the  issuance  and
delivery of such  shares  pursuant  thereto  shall  comply  with all  applicable
provisions  of law,  domestic or foreign,  including,  without  limitation,  the
Securities Act of 1933, as amended,  the Exchange Act, the rules and regulations
promulgated  thereunder,  and the  requirements of any stock exchange upon which
the shares may then be listed,  and shall be further  subject to the approval of
counsel for the Company with respect to such compliance.

     As a condition  to the  exercise of an option,  the Company may require the
person  exercising  such option to represent and warrant at the time of any such
exercise that the shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  shares  if, in the  opinion of
counsel  for  the  Company,  such a  representation  is  required  by any of the
aforementioned applicable provisions of law.

     23. Term of Plan. The Plan shall become effective upon the earlier to occur
of its adoption by the Board of Directors or its approval by the shareholders of
the  Company as  described  in para graph 21. It shall  continue in effect for a
term of twenty (20) years unless sooner terminated under paragraph 19.


                                       43

<PAGE>

                                    EXHIBIT A

                               TRIMBLE NAVIGATION

                          EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT



_____ Original Application                          Enrollment Date: ___________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)


1.       ________________________hereby elects to participate in the Trimble  
         Navigation  Employee Stock Purchase Plan (the "Stock  Purchase  Plan") 
         and  subscribes to purchase shares  of  the  Company's   Common  Stock
         in  accordance   with  this Subscription Agreement and the Stock 
         Purchase Plan.

2.       I hereby authorize payroll  deductions from each paycheck in the amount
         of ____% of my  Compensation  on each payday (not to exceed 10%) during
         the Offering Period in accordance with the Stock Purchase Plan.

         ________ Include bonuses as part of Compensation subject to payroll
                  deduction.
         ________ Exclude bonuses from Compensation subject to payroll 
                  deduction.

3.       I understand that said payroll  deductions shall be accumulated for the
         purchase of shares of Common  Stock at the  applicable  purchase  price
         determined  in  accordance  with the Stock Purchase Plan. I understand
         that if I do not  withdraw  from an Offering  Period,  any  accumulated
         payroll deductions will be used to automatically exercise my option.

4.       I have  received a copy of the complete  "Trimble  Navigation  Employee
         Stock Purchase Plan." I understand that my  participation  in the Stock
         Purchase  Plan is in all  respects  subject to the terms of the Plan. I
         understand  that the grant of the  option  by the  Company  under  this
         Subscription  Agreement is subject to obtaining shareholder approval of
         the Stock Purchase Plan.

5.       Shares  purchased for me under the Stock Purchase Plan should be issued
         in the name(s) of:____________________________________________________


6.       I understand that if I dispose of any shares received by me pursuant to
         the Plan within 2 years after the Enrollment Date (the first day of the
         Offering  Period  during  which I  purchased  such  shares),  I will be
         treated for federal  income tax  purposes as having  received  ordinary
         income at the time of such disposition in an amount equal to the excess
         of the fair  market  value of the shares at the time such  shares  were
         delivered to me over the price which I paid for the shares.

                                       44

<PAGE>


         I hereby  agree to notify the  Company in writing  within 30 days after
         the date of any such disposition.  However, if I dispose of such shares
         at any time  after the  expiration  of the  2-year  holding  period,  I
         understand  that I will be treated for federal  income tax  purposes as
         having received income only at the time of such  disposition,  and that
         such income  will be taxed as ordinary  income only to the extent of an
         amount  equal to the lesser of (1) the excess of the fair market  value
         of the shares at the time of such  disposition  over the purchase price
         which I paid for the shares under the option,  or (2) the excess of the
         fair market value of the shares over the option  price,  measured as if
         the option had been exercised on the Enrollment  Date. The remainder of
         the  gain,  if any,  recognized  on such  disposition  will be taxed as
         capital gain.

7.       I hereby agree to be bound by the terms of the Stock Purchase Plan. The
         effectiveness  of this  Subscription  Agreement  is  dependent  upon my
         eligibility to participate in the Stock Purchase Plan.

8.       In the  event of my  death,  I hereby  designate  the  following  as my
         beneficiary(ies)  to receive all  payments  and shares due me under the
         Stock Purchase Plan:


NAME:  (Please print)
                     -----------------------------------------------------------
                         (First)         (Middle)               (Last)



- ------------------------------------     ---------------------------------------
Relationship

                                         ---------------------------------------
                                                     (Address)


NAME:  (Please print)
                     -----------------------------------------------------------
                         (First)         (Middle)               (Last)


- ------------------------------------     ---------------------------------------
Relationship

                                         ---------------------------------------
                                                     (Address)

Employee's Social
Security Number:                         ---------------------------------------



                                       45

<PAGE>



Employee's Address:                      ---------------------------------------

                                         ---------------------------------------

                                         ---------------------------------------

I UNDERSTAND THAT THIS SUBSCRIPTION  AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated:---------------------------------------  ---------------------------------
                                               Signature of Employee


                                       46

<PAGE>



                                    EXHIBIT B

                               TRIMBLE NAVIGATION


                          EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL



     The  undersigned   participant  in  the  Offering  Period  of  the  Trimble
Navigation Employee Stock Purchase Plan which began on ____________, 19____ (the
"Enrollment  Date") hereby notifies the Company that he or she hereby  withdraws
from the  Offering  Period.  He or she hereby  directs the Company to pay to the
undersigned as promptly as possible all the payroll  deductions  credited to his
or her account with respect to such Offering Period. The undersigned understands
and agrees that his or her option for such Offering Period will be automatically
terminated.   The  undersigned  understands  further  that  no  further  payroll
deductions  will be made for the  purchase  of  shares in the  current  Offering
Period and the  undersigned  shall be  eligible  to  participate  in  succeeding
Offering Periods only by delivering to the Company a new Subscription Agreement.

                                         Name and Address of Participant

                                         ---------------------------------------

                                         ---------------------------------------

                                         ---------------------------------------






                                         Signature



                                         ---------------------------------------





                                         Date:----------------------------------




                                       47

<PAGE>



                                    EXHIBIT C

                               TRIMBLE NAVIGATION


                          EMPLOYEE STOCK PURCHASE PLAN

                       NOTICE TO RESUME PAYROLL DEDUCTIONS



     The  undersigned   participant  in  the  Offering  Period  of  the  Trimble
Navigation  Employee  Stock Purchase Plan which began on  ______________,  19___
hereby notifies the Company to resume payroll  deductions for his or her account
at the  beginning of the next Exercise  Period  within such  Offering  Period in
accordance  with  the  terms  of  the  Subscription  Agreement  executed  by the
undersigned at the beginning of the Offering Period. The undersigned understands
that he or she may change the payroll deduction rate or the beneficiaries  named
in such Subscription Agreement by submitting a revised Subscription Agreement.


                                         Name and Address of Participant

                                         ---------------------------------------

                                         ---------------------------------------

                                         ---------------------------------------





                                         Signature



                                         ---------------------------------------





                                         Date:----------------------------------



                                       48

<PAGE>



                                    EXHIBIT D

                               TRIMBLE NAVIGATION


                          EMPLOYEE STOCK PURCHASE PLAN

                         ELECTION/REVOCATION OF ELECTION
                          DELAY ISSUANCE OF CERTIFICATE


     The undersigned  participant in the 1988 Trimble Navigation  Employee Stock
Purchase  Plan (the  "Stock  Purchase  Plan"),  hereby  elects to allow  Trimble
Navigation  (the  "Company")  or its agent to delay  issuance  of a  certificate
representing  shares  purchased under the Plan in accordance with the provisions
of the Stock  Purchase  Plan.  This election  shall continue in effect until the
termination  of the  undersigned's  Continuous  Status as an  Employee  or until
revoked  pursuant to such Stock Purchase Plan. This election shall not otherwise
affect the participant's rights as a shareholder of the Company.

                                      -OR-

         ____________________  hereby revokes his or her prior election to allow
the  Company to delay  issuance  of a  certificate  pursuant to the terms of the
Stock  Purchase  Plan.  The Company shall deliver to  participant as promptly as
practicable a certificate representing all shares purchased thereby.



                                         Name and Address of Participant

                                         ---------------------------------------

                                         ---------------------------------------

                                         ---------------------------------------





                                         Signature



                                         ---------------------------------------





                                         Date:----------------------------------




                                       49

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