SCHEDULE 14A INFORMATION
                            ------------------------

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

Filed by the Registrant
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 toss. 240.14a-11(c) orss. 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>


                           TRIMBLE NAVIGATION LIMITED

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                  MAY 20, 2003

TO THE SHAREHOLDERS:

         NOTICE IS HEREBY  GIVEN that the  Annual  Meeting  of  Shareholders  of
Trimble  Navigation  Limited  (the  "Company")  will be held at the Four  Points
Sheraton in Sunnyvale,  located at 1250 Lakeside  Drive,  Sunnyvale,  California
94085 in the Ballroom,  on Tuesday,  May 20, 2003, at 1:00 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 amend the Company's  Articles of Incorporation to increase the amount of
     authorized shares from 40,000,000 to 60,000,000.

3.   To ratify the appointment of Ernst & Young LLP as the independent  auditors
     of the Company for the current fiscal year ending January 2, 2004.

4.   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 24,  2003,  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 card as promptly as possible in
the postage-prepaid envelope enclosed for that purpose.  Alternatively,  you may
also vote via the  Internet or by  telephone  in  accordance  with the  detailed
instructions on your Proxy card. Any shareholder  attending the meeting may vote
in person even if such shareholder previously returned a Proxy.

                                For the Board of Directors
                                TRIMBLE NAVIGATION LIMITED

                                ROBERT S. COOPER
                                Chairman of the Board
Sunnyvale, California
April 4, 2003


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



<PAGE>


                           TRIMBLE NAVIGATION LIMITED
                                 ---------------

                               PROXY STATEMENT FOR
                         ANNUAL MEETING OF SHAREHOLDERS
                                  May 20, 2003

         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  Four  Points  Sheraton  in  Sunnyvale,  located  at  1250  Lakeside  Drive,
Sunnyvale,  California 94085 in the Ballroom,  on Tuesday, May 20, 2003, at 1:00
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  94085.  The telephone number at that address is
(408) 481-8000.

         These proxy  solicitation  materials are to be mailed on or about April
14, 2003, to all shareholders  entitled to vote at the Annual Meeting. A copy of
the  Company's  Annual  Report for the last fiscal  year ended  January 3, 2003,
accompanies  this  Proxy  Statement  but does  not  form  any part of the  proxy
solicitation materials. A full copy of the Company's annual report on Form 10-K,
(including  all  exhibits  thereto) as filed with the  Securities  and  Exchange
Commission  ("SEC") for the fiscal year ended  January 3, 2003, is available via
the Internet at the SEC's EDGAR web site at  http://www.sec.gov.  In addition, a
copy of the  Company's  annual  report  on Form 10-K is also  available  via the
Internet at the Company's web site at http://www.trimble.com.

                 INFORMATION CONCERNING SOLICITATION AND VOTING

Record Date and Shares Outstanding

         Shareholders  of record at the close of business on March 24, 2003 (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  29,366,132  shares of
common stock, without par value ("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
(Attention:  Secretary) a written  notice of revocation or a duly executed proxy
bearing a later date (including a proxy by telephone or over the Internet) or by
attending the meeting and voting in person.  Attendance at the meeting will not,
by itself, revoke a proxy.

Voting

         Each share of Common Stock  outstanding  on the Record Date is entitled
to one vote on all matters.  An automated  system  administered by the Company's
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
as votes against  proposals  presented to the shareholders 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.

<page>

Voting via the Internet or by Telephone

         In addition to completing  the enclosed proxy card and submitting it by
mail, shareholders may also vote by submitting proxies electronically either via
the Internet or by telephone.  Please note that there are separate  arrangements
for using the Internet and telephone  depending on whether shares are registered
in the  Company's  stock  records  directly in a  shareholder's  name or whether
shares are held in the name of a  brokerage  firm or bank.  Detailed  electronic
voting  instructions  can be found on the  individual  Proxy card mailed to each
shareholder.

         In order to allow  individual  shareholders to vote their shares and to
confirm that their  instructions have been properly  recorded,  the Internet and
telephone   voting   procedures   have  been  designed  to   authenticate   each
shareholder's  identity.  Shareholders  voting via the Internet  should be aware
that there may be costs associated with electronic access, such as usage charges
from  Internet  access  providers and  telephone  companies,  that will be borne
solely by the individual shareholder.

Solicitation of Proxies

         The  entire  cost of this  proxy  solicitation  will  be  borne  by the
Company.  The Company has retained the services of Morrow & Co., Inc. to solicit
proxies, for which services the Company has agreed to pay approximately  $8,000.
In addition,  the Company will also reimburse certain out-of-pocket  expenses in
connection  with such proxy  solicitation.  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 2004 Annual Meeting

         Shareholders   are  entitled  to  present   proposals  for  actions  at
forthcoming  shareholder  meetings  of the  Company  if  they  comply  with  the
requirements of the appropriate  proxy rules and regulations  promulgated by the
Securities and Exchange Commission. Proposals of shareholders which are intended
to be  considered  for inclusion in the  Company's  proxy  statement and form of
proxy  related to the  Company's  2004 Annual  Meeting of  Shareholders  must be
received by the Company at its  principal  executive  offices  (Attn:  Corporate
Secretary--Shareholder  Proposals,  Trimble Navigation Limited at 645 North Mary
Avenue,   Sunnyvale,   California  94085)  no  later  than  December  15,  2003.
Shareholders  interested  in  submitting  such a proposal  are advised to retain
knowledgeable  legal  counsel  with regard to the detailed  requirements  of the
applicable  securities laws. The timely submission of a shareholder  proposal to
the  Company  does  not  guarantee  that it will be  included  in the  Company's
applicable proxy statement.

         The  Proxy  card  attached  hereto  to be used in  connection  with the
Company's  current 2003 Annual Meeting,  grants the proxy holders  discretionary
authority  to  vote on any  matter  otherwise  properly  raised  at such  Annual
Meeting.  The Company  presently intends to use a similar form of proxy card for
next year's 2004 Annual Meeting of Shareholders.  If the Company is not notified
at its principal  executive  offices of a shareholder  proposal at least 45 days
prior to the one year anniversary of the mailing of this Proxy  Statement,  then
the proxy holders for the Company's  2004 Annual  Meeting of  Shareholders  will
have the discretionary  authority to vote against any such shareholder  proposal
if it is properly  raised at such annual meeting,  even though such  shareholder
proposal is not  discussed  in the  Company's  proxy  statement  related to that
shareholder meeting.


<page>

                                   PROPOSAL I
                              ELECTION OF DIRECTORS

Nominees

         A board of six  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>
Steven W. Berglund            51     President and Chief Executive Officer of the Company       1999
Robert S. Cooper (1) (3)      71     President; Aerospace Electronics Division, Titan           1989
                                          Corporation, Chairman of the Board of Directors of
                                          the Company
John B. Goodrich (1) (3) (4)  61     Business Consultant                                        1981
William Hart (1) (2) (4)      62     Venture Capital Investor and Business Consultant           1984
Ulf J. Johansson (2) (4)      57     Chairman and Founder of Europolitan Vodafone AB            1999
Bradford W. Parkinson (2)     68     Professor at Stanford University                           1984
</table>

--------------------------------------------------------------------------------
(1)      Member of the Compensation Committee
(2)      Member of the Audit Committee
(3)      Member of the Nominating Committee
(4)      Member of the Finance Committee

     Steven W. Berglund joined Trimble as president and chief executive  officer
in March 1999. Prior to joining  Trimble,  Mr. Berglund was president of Spectra
Precision,  Inc., a pioneer in the  development  of laser  systems.  He spent 14
years at Spectra Precision in a variety of senior leadership  positions.  In the
early 1980s,  Mr. Berglund spent a number of years at Varian  Associates in Palo
Alto,  California,  where he held a variety of planning and manufacturing roles.
Mr.  Berglund  began his  career  as a  process  engineer  at  Eastman  Kodak in
Rochester,  New York. He attended the  University of Oslo and the  University of
Minnesota  where he received a B.S. in chemical  engineering  in 1974.  He later
received his M.B.A. from the University of Rochester in New York in 1977.

     Robert S. Cooper was appointed Chairman of the Company's Board of Directors
in  September  1998.  Dr.  Cooper has served as a Director of the Company  since
December  1989.  Since 2000,  Dr. Cooper has been the President of the Aerospace
Electronics  Division of Titan  Corporation.  From 1985 to 2000,  Dr. Cooper was
president,  chief executive  officer,  and chairman of the board of directors of
Atlantic Aerospace  Electronics  Corporation,  an aerospace  company,  until the
company was acquired by Titan  Corporation.  Dr. Cooper also serves on the board
of directors of BAE Systems North  America.  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, a 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.

     John B.  Goodrich  has served as a Director  of the Company  since  January
1981.  Mr.  Goodrich  retired  from the law firm of Wilson  Sonsini  Goodrich  &
Rosati, where he practiced from 1970 until February of 2002. Mr. Goodrich serves
on the  boards  of  several  privately  held  corporations  in  high  technology
businesses and as a 

<page>

business  consultant.   Mr.  Goodrich  received  a  B.A.  degree  from  Stanford
University in 1963, a J.D. from the  University of Southern  California in 1966,
and a L.L.M. in Taxation from New York University in 1970.

     William Hart has served as a Director of the Company since  December  1984.
Mr.  Hart  is an  advisor  to  early-stage  technology  and  financial  services
companies.  Mr. Hart retired from Technology  Partners, a Silicon Valley venture
capital  firm,  in  March  of 2001.  As the  founder  and  Managing  Partner  of
Technology  Partners,  he led the firm for 21 years.  Mr. Hart was  previously a
senior  officer  and  director  of  Cresap,   McCormick  and  Paget,  management
consultants,  and held positions in field marketing and  manufacturing  planning
with IBM Corporation. Mr. Hart has served on the boards of directors of numerous
public and privately held technology companies.  Mr. Hart received a Bachelor of
Management  Engineering degree from Rensselaer Polytechnic Institute in 1965 and
an M.B.A. from the Amos Tuck School of Business at Dartmouth College in 1967.

     Ulf J.  Johansson  has served as a Director of the Company  since  December
1999.  Dr.  Johansson  is a  Swedish  national  with a  distinguished  career in
communications  technology. He is a founder and has been chairman of Europolitan
Vodafone AB, a GSM mobile telephone  operator in Sweden since February 1990. Dr.
Johansson  currently  serves as chairman of Frontec AB, an eBusiness  consulting
company,  Zodiak Venture AB, a venture fund focused on  information  technology,
and the  University  Board of Royal  Institute of Technology  in Stockholm.  Dr.
Johansson also currently serves on the board of directors of Novo Nordisk A/S, a
Danish  pharmaceutical/life  science  company as well as several  privately held
companies.  Dr.  Johansson  formerly  served as  president  and chief  executive
officer of  Spectra-Physics,  and  executive  vice  president at Ericsson  Radio
Systems  AB.  Dr.   Johansson   received  a  Master  of  Science  in  Electrical
Engineering,  and a Doctor of Technology  (Communication  Theory) from the Royal
Institute of Technology in Sweden.

     Bradford W.  Parkinson  has served as a Director of the Company since 1984,
and as a consultant to the Company since 1982.  Currently,  Dr. Parkinson is the
Edward C. Wells Endowed Chair  professor  (emeritus) at Stanford  University and
has been a Professor of  Aeronautics  and  Astronautics  at Stanford  University
since 1984.  Dr.  Parkinson  has also  directed the Gravity  Probe-B  spacecraft
development  project at Stanford  University,  sponsored  by NASA,  which is the
largest  program  delegated by NASA to a university and has been program manager
for several Federal Aviation  Administration  sponsored research projects on the
use of Global  Positioning  Systems for navigation.  While on a leave of absence
from Stanford  University,  Dr. Parkinson served as the Company's  President and
Chief Executive  Officer from August 1998 through March 1999,  while the Company
searched  for a Chief  Executive  Officer.  From 1980 to 1984 he was group  vice
president  and general  manager for  Intermetrics,  Inc.  where he directed five
divisions.  In 1979, Dr.  Parkinson  served as group vice president for Rockwell
International directing business development and advanced engineering.  In 2003,
he  received  the top  award of the  National  Academy  of  Engineering  for the
development  of GPS. Dr.  Parkinson  received a B.S.  degree from the U.S. Naval
Academy in 1957,  a M.S.  degree in  Aeronautics/Astronautics  Engineering  from
Massachusetts  Institute  of  Technology  in 1961  and a Ph.D.  in  Astronautics
Engineering from Stanford University in 1966.

Vote Required

         The six nominees  receiving the highest number of affirmative  votes of
the shares entitled to be voted shall be elected as directors. 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.

<page>

         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 six nominees  named  above.  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. As of the date
of this Proxy  Statement,  the Board of Directors  has no reason to believe 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
election of the above-named persons to the Board of Directors of the Company.

Board Meetings and Committees

         The Board of  Directors  held 8 meetings  during the fiscal  year ended
January 3, 2003. No director attended fewer than 75% of the aggregate of all the
meetings of the Board of Directors and the meetings of the  committees,  if any,
upon which such  director  also served  during the fiscal year ended  January 3,
2003.

         The Board of Directors has a standing Audit  Committee.  The members of
the Audit  Committee are directors Hart,  Johansson and Parkinson,  and director
Johansson currently serves as the committee  chairman.  All members of the Audit
Committee are  independent  directors as defined by applicable  Nasdaq  National
Market rules and listing  standards.  The Audit  Committee  held eight  meetings
during  fiscal  year 2002.  The purpose of the Audit  Committee  is 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
current members of the Compensation Committee are directors Cooper, Goodrich and
Hart, and director  Goodrich  currently  serves as the committee  chairman.  The
Compensation  Committee held one meeting during fiscal year 2002. 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  has a standing  Nominating  Committee  for the
purpose of evaluating the size and composition of the Board of Directors as well
as considering  potential additional candidates to serve as members of the Board
of  Directors.  The current  members of the  Nominating  Committee are directors
Cooper and Goodrich,  and director Cooper serves as the committee chairman.  The
Nominating  Committee did not hold any formal  meetings during fiscal year 2002.
The Nominating  Committee will consider nominees proposed by 
<page>

shareholders of the Company.  Any shareholder who wishes to recommend a suitably
qualified  prospective nominee for the Company's Board of Directors should do so
in writing by  providing  such  candidate's  name,  qualifications  (including a
resume, if available) and appropriate  contact information to the Company at its
principal executive offices,  Attn: Corporate  Secretary--Nominating  Committee,
Trimble  Navigation  Limited at 645 North  Mary  Avenue,  Sunnyvale,  California
94085.

         The Board of Directors  formed a Finance  Committee in October 2001 for
the  purpose of  assisting  the Board of  Directors  and the  management  of the
Company with certain matters  involving the financing of the Company's  business
but not with  respect  to matters  relating  to  budgeting  or to  financial  or
managerial  accounting  decisions  for the Company.  The current  members of the
Finance Committee are directors Goodrich, Hart and Johansson,  and director Hart
currently  serves as the  committee  chairman.  The Finance  Committee  held two
meetings during fiscal year 2002. Since being established, the Finance Committee
has assisted the Company with assessing the adequacy of the Company's  financial
resources  to meet  current  and  anticipated  strategic  and  operating  needs,
understanding  the economic and financial issues and risks facing the Company as
well as the overall  financial  soundness of the Company,  finding  programs for
obtaining additional  financial  resources,  determining the appropriateness and
risks of proposed  financing  arrangements and  participating in the discussions
and negotiations related to proposed financing arrangements.

Compensation Committee Report

         The Compensation Committee of the Board of Directors (the "Compensation
Committee") establishes the general compensation policies of the Company and the
compensation  plans and specific  compensation  levels for executive officers of
the Company.  The Compensation  Committee  believes that the compensation of the
Chief Executive Officer should be primarily  influenced by the overall financial
performance of the Company.

         The  Compensation  Committee also believes that the compensation of the
Chief Executive Officer should be 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 Compensation  Committee from independent outside consultants and
publicly  available  data, such as proxy data from peer companies as adjusted by
the Compensation Committee's consideration of the particular factors influencing
the  Company's  performance  and current  situation.  The Standard & Poor's High
Technology  Composite  Index is not the same  index  used  for  purposes  of the
Company   performance  graph.  A  portion  of  the  Chief  Executive   Officer's
compensation  package is  established as base salary and the balance is variable
and consists of an annual cash bonus and/or stock option grants.

         Within these established ranges and guidelines, and taking into account
the  Company's   historical   performance   compared  to  peer  companies,   the
Compensation  Committee and Board of Directors  also  carefully  considered  the
current  risks and  challenges  facing  the  Company  as well as the  individual
qualifications,  skills and past  performance  of Mr.  Berglund.  Based on these
considerations,  the  Compensation  Committee and Board of Directors  approved a
base annual  salary of  $440,000  for Mr.  Berglund  beginning  effective  as of
January 1, 2001. See also  "Employment  Contracts and  Termination of Employment
and Change-in-Control Arrangements."

         The Compensation  Committee  carefully reviewed and considered its cash
bonus program for fiscal year 2002 for senior  executives  of the Company.  Such
program  provided  for an annual  cash  bonus,  based  upon a  maximum  eligible
percentage of each executive's  base salary within a range of target  incentives
as  reported by  professional  compensation  surveys.  The  percentage  for each
executive was then  adjusted by factoring in an evaluation of such  individual's
performance.  The Board of Directors and the  Committee  have approved a similar
cash bonus program for fiscal year 2003,  which will provide interim payments to
be made on a  quarterly  basis and a single  cash bonus to be paid at the end of
the  year.  The  total  size of the  Company's  bonus  pool  for all  employees,
including  executives,  was determined with respect to the Company's performance
in meeting  certain  goals for both revenue and income for fiscal year 2002.  In
addition,  the  Board of  Directors  established  a special    

<page>

bonus for certain  executives based on  year-over-year  EBITDA growth for fiscal
year 2002. The total bonus pool for all employees, including all executives, was
approximately  $1,079,000 for fiscal year 2002. Mr. Berglund was paid a bonus of
$34,086 out of the total bonus pool.

         Based  on the  Board of  Directors'  and the  Compensation  Committee's
evaluation of the Chief Executive  Officer's  ability to influence the long-term
growth and profitability of the Company,  and in connection with his performance
review  during the last fiscal year 2002,  the  Compensation  Committee  and the
Board of Directors  approved a new option grant for Mr.  Berglund to purchase an
additional  30,000 shares of the Company's Common Stock at the then current fair
market value of $13.99 per share. Such options vest ratably over five years.

         The  Compensation  Committee also adopted similar policies with respect
to the overall 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 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
Compensation  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   Compensation   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,  if any, to other senior executive  officers
was determined by the  Compensation  Committee's  evaluation of each executive's
ability to influence  the  Company's  long-term  growth and  profitability.  The
Company  also has a metric  measurement  system in place with  respect to option
grants made to all new employees  under the  Company's  option plans in order to
ensure  consistency  among  grants  and   competitiveness  in  the  marketplace.
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  Compensation  Committee  therefore  views  stock  options  as an  important
component of its long-term, performance-based compensation philosophy.

         In general, the Company reviews all employees and executive officers of
the  Company,  other  than  the  Chief  Executive  Officer,  as part of a single
worldwide  program.  This  single  review  plan was adopted to provide a common,
annual review date for all employees  and executive  officers.  Under the single
review plan, the total  compensation of all employees of the Company,  including
executive officers, will be reviewed annually in accordance with the same common
criteria.  Base  salary  guidelines  have been  established  and will be revised
periodically  based  upon  market  conditions,  the  economic  climate  and  the
Company's  financial  position.  Merit increases,  if any, for all employees and
executive officers of the Company will be based upon the following criteria: the
individual  employee's  performance  for the year as judged against  his/her job
goals and responsibilities,  the individual employee's salary and performance as
compared to other  employees in the same or similar  department,  the individual
employee's  position in the salary  grade,  the  employee's  salary  relative to
market data for the position and the Company's  fiscal budget and any associated
restrictions. The annual review for fiscal year 2002 is set for April of 2003.

Internal Revenue Code Section 162(m) Implications for Executive Compensation

         Section  162(m) of the  Internal  Revenue  Code  generally  limits  the
deductibility  by the Company of  compensation  in excess of $1,000,000  paid to
certain  executive  officers to the extent the  compensation  is not  considered
performance-based  for purposes of Section 162(m).  All compensation paid by the
Company  during  2002 was fully  deductible  for  federal  income tax  purposes.
However,  certain  options  previously  granted  by  the  Company  would  not be
considered  performance-based for purposes of Section 162(m).  Consequently,  to
the extent that non-performance based compensation received by certain executive
officers  in a future  year  would  exceed  $1,000,000,  the amount in excess of
$1,000,000 would not be deductible by the Company.

<page>

Compensation Committee Interlocks and Insider Participation

         Robert S.  Cooper,  John B.  Goodrich  and  William  Hart served as the
members of the Company's  Compensation Committee during the 2002 fiscal year. In
August 1998, Dr. Cooper was appointed to serve as the Company's  Chairman of the
Board of  Directors  and became an employee of the Company  through  August 1999
pursuant to an agreement approved by a majority of the disinterested  members of
the Board of Directors. In December 1998, Mr. Goodrich was appointed to serve as
the Company's  corporate  secretary;  however,  he is not, and has never been an
employee of the Company. In addition, Mr. Goodrich retired in February 2002 as a
member of the law firm of  Wilson  Sonsini  Goodrich  &  Rosati,  P.C.  where he
practiced  from  1970.  The law firm was  retained  by the  Company  during  the
previous  fiscal years as outside  counsel to provide  certain legal services to
the Company.  Mr. Hart is not, and has never been, an employee or officer of the
Company. See "Compensation of Directors,"  "Employment Contracts and Termination
of Employment and Change-in-Control Arrangements" and "Certain Relationships and
Related Transactions."


Compensation of Directors

         Cash  Compensation.  In order to help  attract  additional  new outside
candidates to serve on the Company's Board of Directors,  the Board of Directors
carefully considered and adopted a cash compensation policy effective January 2,
1999. Under this cash compensation  plan, all non-employee  directors receive an
annual  cash  retainer of $15,000 to be paid  quarterly  in addition to a fee of
$1,500 for each board meeting attended in person and $375 for each board meeting
attended via telephone conference. Members of designated committees of the Board
of  Directors  receive  $750 per meeting  which is not held on the same day as a
meeting  of the  full  Board  of  Directors.  Non-employee  directors  are  also
reimbursed for travel,  including a per diem for international travel, and other
necessary  business  expenses  incurred in the  performance of their services as
directors of the Company.

         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.  An
aggregate of 380,000  shares of the Company's  Common Stock has been  previously
reserved for grants issuable pursuant to the Director Plan ("Director Options").
The Director Plan provides for the annual granting of nonstatutory stock options
to each non-employee director of the Company (the "Outside Directors"). Pursuant
to the terms of the Director Plan, new Outside  Directors are granted a one-time
option to purchase  15,000 shares of the Company's  Common Stock upon  initially
joining the Board of Directors.  Thereafter,  each year,  each Outside  Director
receives an  additional  option grant to purchase  5,000 shares if re-elected at
the annual meeting of  shareholders.  All such Director Options have an exercise
price equal to the fair market value of the  Company's  Common Stock on the date
of grant,  vest ratably over three years,  and have a ten year term of exercise.
In addition,  all such grants are automatic  upon the  re-election  of each such
Outside Director and are not subject to the discretion of any person.

         As of the Record  Date,  options to  purchase an  aggregate  of 192,500
shares, having an average exercise price of $18.7854 per share and expiring from
April 2004 to May 2012 were outstanding and 35,416 shares remained available for
future grant under the Director Plan.  During the last fiscal year ended January
3, 2003,  directors Cooper,  Goodrich,  Hart,  Johansson and Parkinson were each
granted  Director Options to purchase 5,000 shares of the Company's Common Stock
at an exercise price of $18.11 per share.

         Other  Arrangements.  Dr.  Parkinson  has served as a consultant to the
Company since 1982.  During the last Fiscal Year, he received a total of $54,000
for  consulting  services  that he provided  to the  Company.  In the past,  Dr.
Parkinson  and  Dr.  Cooper  were  also  directly  employed  by the  Company  in
connection with serving as the Company's  President and Chief Executive  Officer
and Chairman of the Board, respectively,  and in providing transitional services
to the  Company  through  August  1999.  As part of such  agreements,  each also
entered  into  certain  standby  consulting  agreements  with the  Company.  See
"Employment  Contracts  and  Termination  of  

<page>

Employment and Change-in-Control  Arrangements". Dr. Cooper has continued as the
Company's  Chairman  of the Board of  Directors  since  that  time,  but has not
received any special compensation for such services.

         In June 2000,  the Company  entered into an agreement for  professional
services with  Bjursund  Invest AB, a company  which is  wholly-owned  by Ulf J.
Johansson.  Pursuant to the terms of this agreement,  Mr. Johansson will provide
certain  consulting and advisory services to the Company in Sweden and Europe in
addition to his serving on the Company's  Board of  Directors.  The Company will
pay $4,000 per day for such services with an annual  guaranteed  minimum payment
of  $24,000  together  with  expenses  invoiced  at cost,  but in no event  will
payments during any one year exceed $60,000.  Such agreement has a one-year term
and is subject to automatic  renewals in one-year  extensions  unless previously
terminated  with one month advance  notice.  The Company paid a total of $29,508
under this agreement for services rendered during fiscal year 2002.


Audit Committee Report

         The Audit Committee of the Board of Directors is comprised of Directors
Hart,  Johansson  and  Parkinson,  none of whom are officers or employees of the
Company and all of whom are independent directors as defined by Rule 4200(a)(15)
of the National  Association of Securities  Dealers ("NASD") listing  standards.
The Audit  Committee  is a  standing  committee  of the Board of  Directors  and
operates under a written  charter  adopted by the Board of Directors.  Among its
other  functions,  the Audit  Committee  recommends  to the Board of  Directors,
subject to shareholder ratification,  the selection of the Company's independent
auditor.

         The  Audit   Committee   has  reviewed  and   discussed  the  Company's
consolidated  financial  statements  and  financial  reporting  process with the
Company's  management,  which has the primary  responsibility  for the Company's
consolidated  financial statements and financial reporting processes,  including
its  system of  internal  controls.  Ernst & Young LLP  ("Ernst &  Young"),  the
Company's  current  independent   auditor,  is  responsible  for  performing  an
independent  audit of the consolidated  financial  statements of the Company and
for expressing an opinion on the conformity of those  financial  statements with
generally  accept  accounting  principals.  The Audit Committee has reviewed and
candidly discussed with Ernst & Young the overall scope and plans of its audits,
its evaluation of the Company's  internal  controls,  the overall quality of the
Company's financial reporting processes and accounting  principles and judgment,
and  the  clarity  of  disclosures  in  the  Company's   consolidated  financial
statements.

         The Audit  Committee  has  discussed  with Ernst & Young those  matters
required  to  be  discussed  by   Statement   of  Auditing   Standards   No.  61
("Communication  With Audit  Committees").  Ernst & Young has provided the Audit
Committee  with  the  written   disclosures  and  the  letter  required  by  the
Independence  Standards  Board Standard No. 1  ("Independence  Discussions  with
Audit  Committee"),  and has  also  discussed  with  Ernst & Young  that  firm's
independence  from  management  and the Company.  The Audit  Committee  has also
determined  that  Ernst &  Young's  provision  of  non-audit  services  (such as
tax-related  services)  to the Company and its  affiliates  is  compatible  with
maintaining  the  independence  of Ernst & Young with respect to the Company and
its management.

         Based on the  Audit  Committee's  discussion  with  management  and the
independent auditors,  and the Audit Committee's review of the representation of
management and the report of the independent auditor to the Audit Committee, the
Audit  Committee  recommended  that the Board of  Directors  include the audited
consolidated  financial  statements in the Company's  Annual Report on Form 10-K
for the fiscal  year ended  January 3, 2003 for filing with the  Securities  and
Exchange Commission.

Submitted by the Audit Committee of the Company's Board of Directors,

William Hart, Member   Ulf J. Johansson, Chairman  Bradford W. Parkinson, Member
 Audit Committee          Audit Committee                 Audit Committee


<page>

SECURITY  OWNERSHIP  OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT  AND RELATED
STOCKHOLDER MATTERS

         The following table sets forth the shares of the Company's Common Stock
beneficially  owned as of the Record Date (unless otherwise noted below) 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
(including  nominees),  (iii) the executive officers of the Company named in the
Summary  Compensation  Table  presented  in this Proxy  Statement,  and (iv) all
directors and executive officers of the Company, as a group:


<table>
<caption>
                                                                                         Shares
                                                                                   Beneficially Owned (2)
5% Shareholders, Directors and Nominees, and Executive Officers (1)                Number     Percent (%)
<s>                                                                              <c>            <c>
Barclays Global Investors N.A, Barclays Global Fund Advisors, and Barclays        1,589,542      5.47%
Capital Investors (3)...........................................................
45 Fremont Street, San Francisco, CA 94105

Steven W. Berglund (4)..........................................................    343,760      1.17%
Robert S. Cooper (5)............................................................    148,000        *
John B. Goodrich (6)............................................................     56,821        *
William Hart (7)................................................................     79,342        *
Ulf J. Johansson (8)............................................................     20,000        *
Bradford W. Parkinson (9).......................................................     70,853        *

Mary Ellen Genovese (10)........................................................    123,340        *
Dennis L. Workman (11)..........................................................     49,543        *
Joseph F. Denniston (12)........................................................     31,090        *
Michael W. Lesyna (13)..........................................................     70,602        *

All Directors and Executive Officers, as a group
--------------------------------------------------------------------------------
     (18 persons) (4)-(13)......................................................  1,324,021      4.51%
</table>

----------
*     Indicates less than 1%

(1)  Except as otherwise noted in the table, the business address of each of the
     persons named in this table is: c/o Trimble Navigation  Limited,  645 North
     Mary Avenue, Sunnyvale, California 94085.

(2)   Beneficial  ownership is determined  in  accordance  with the rules of the
      Securities and Exchange Commission (the "SEC"). In computing the number of
      shares beneficially owned by a person and the percentage ownership of that
      person, shares of Common Stock subject to options or warrants held by that
      person that are  exercisable  within 60 days of the Record Date are deemed
      outstanding. Such shares, however, are not deemed outstanding for purposes
      of computing the ownership of any other person.  To our knowledge,  except
      as  indicated in the  footnotes  to this table and pursuant to  applicable
      community  property  laws,  the  stockholder  named in the  table has sole
      voting and investment  power with respect to the shares set forth opposite
      such stockholder's name.

(3)  The  information  is  based  upon  Schedule  13G as  filed  with the SEC on
     February 12, 2003.

(4)  Includes 341,250 shares subject to stock options.

(5)  Includes 100,000 shares subject to stock options.

(6)  Includes 37,500 shares subject to stock options.

(7)  Includes 40,000 shares subject to stock options.

(8)  Includes 20,000 shares subject to stock options.

(9)  Includes 3 shares held by Dr.  Parkinson's  spouse,  2,515 shares held in a
     charitable remainder trust and 65,000 shares subject to stock options.

(10) Includes 113,517 shares subject to stock options.

(11) Includes 46,333 shares subject to stock options.

(12) Includes 29,168 shares subject to stock options.

(13) Includes 1,500 shares held by Mr. Lesyna's spouse and 61,001 shares subject
     to stock options.

<page>

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires that 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
the fiscal year ended  January 3, 2003 to file  reports of initial  ownership on
Form 3 and  changes in  ownership  on Form 4 or 5 with 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.

         To the Company's knowledge, based solely on its review of the copies of
such forms  received by it, the Company  believes  that,  during the last fiscal
year ended January 3, 2003, all Section 16(a) filing requirements  applicable to
its  officers,  directors  and 10%  shareholders  were complied with on a timely
basis.


EXECUTIVE COMPENSATION

         The following  table sets forth the  compensation,  including  bonuses,
earned  during each of the Company's  last three fiscal years ending  January 3,
2003 by (i) all  persons who served as the  Company's  Chief  Executive  Officer
during the last  completed  fiscal  year,  and (ii) the four  other most  highly
compensated  executive  officers of the  Company  serving at the end of the last
completed fiscal year:


<table>
<caption>
                           Summary Compensation Table
                                                                                 
                                                                           Long-term Compensation(2)   
                                                                         Securities 
                                            Annual Compensation(1)       Underlying   All Other
                                        Year      Salary      Bonus       Options    Compensation(3)
Name and Principal Position                        ($)         ($)          (#)          ($)
----------------------------------------------------------------------------------------------------
<s>                                    <c>      <c>         <c>          <c>          <c>                 
Steven W. Berglund                      2002     440,000      34,086      30,000       91,160(4)
President and Chief Executive Officer   2001     440,000           0      25,000       95,840(4)
                                        2000     400,000     166,523           0       99,800(4)

Dennis L. Workman                       2002     200,070     131,803      25,000        2,500
Vice President and General Manager,     2001     200,070      26,903      25,000        2,072
Component Technologies Division         2000     197,359      41,414      10,000        1,200

Mary Ellen Genovese                     2002     247,568      34,086      20,000        2,500
Chief Financial Officer and             2001     243,202           0      40,000        1,100
Vice President Finance                  2000     183,574      40,266      90,000        1,200

Joseph F. Denniston (5)                 2002     225,000      34,086      15,000        2,500
Vice President, Operations              2001     150,575      50,000(6)   70,000          300

Michael W. Lesyna                       2002     206,150      34,086      20,000        2,500
Vice President and General Manager,     2001     196,833           0      15,000        2,469
Mobile Solutions Division               2000     189,999      35,390      10,000        1,200

</table>

                                    
(1)  Compensation  deferred  at the  election  of  executive  is included in the
     applicable 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.
<page>

(3)  Represents Company matching contributions pursuant to Section 401(k) of the
     Internal Revenue Code of 1986, as amended,  unless otherwise noted, for the
     periods in which they  accrued.  All  full-time  employees  are eligible to
     participate in the Company's 401(k) plan.

(4)  Represents only the portion of a loan,  including  related accrued interest
     that was forgiven by the Company  during the year.  The loan was originally
     made in  connection  with hiring Mr.  Berglund for the purpose of assisting
     him with  relocating to California and obtaining a primary  residence.  See
     "Certain Relationships and Related Transactions".

(5)  Mr.  Denniston  has served as the  Company's  Vice  President of Operations
     since  April of 2001.  

(6)  Mr. Denniston received a bonus of $50,000 in connection with being hired as
     the Company's Vice President of Operations.


                        Option Grants in Last Fiscal Year

         The following  table sets forth the number and terms of options granted
to the persons  named in the Summary  Compensation  Table during the last fiscal
year ended January 3, 2003:

 
<table>
<caption>                                                                                       
                             Individual Grants                                          Potential Realizable     
                           Number of       % of Total                                     Value at Assumed    
                          Securities        Options                                     Annual Rates of Stock 
                          Underlying       Granted to      Exercise                      Price Appreciation   
                           Options        Employees in      Price       Expiration      for Option Term (4)  
Name                      Granted(#)      Fiscal Year(1)  ($/Share)(2)   Date(3)        5% ($)        10% ($)
----                      ----------      --------------  ------------   -------        ------        -------
<s>                       <c>                <c>            <c>          <c>           <c>            <c>   
Steven W. Berglund.......  30,000             3.53           13.99        12/4/2012     263,991        669,001

Dennis L. Workman........  25,000             2.94           15.34        6/21/2012     241,221        611,299

Mary Ellen Genovese......  20,000             2.35           15.34        6/21/2012     192,977        489,039

Joseph F. Denniston......  15,000             1.76           15.34        6/21/2012     144,732        366,779

Michael W. Lesyna........  20,000             2.35           15.34        6/21/2012     192,977        489,039

</table>

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

(1)  The Company  granted  options to purchase an aggregate of 850,115 shares of
     the  Company's  Common Stock to  employees,  consultants  and  non-employee
     directors during fiscal year 2002 pursuant to the Company's 2002 Stock Plan
     and the 1990 Director Stock Option Plan.

(2)  All options presented in this table were granted at an exercise price equal
     to the 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)  All  options  presented  in this  table may  terminate  before  the  stated
     expiration  following  the  termination  of  the  optionee's  status  as an
     employee,  consultant or director,  including upon the optionee's  death or
     disability.

(4)  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 grants  listed in the table vest  ratably  over five years and
     have a ten-year term of exercise  which,  assuming the  specified  rates of
     annual compounding, results in total appreciation of 62.9% (at 5% per year)
     and 159.4% (at 10% per year) for the ten-year option term.



<PAGE>


                 Aggregated Option Exercises in Last Fiscal Year
                       and Fiscal Year-End Option Values

         The following  table provides  information  on option  exercises by the
persons  named in the  Summary  Compensation  Table  during the last fiscal year
ended January 3, 2003:

<table>
<caption>
                                                      Number of Securities Underlying       Value of Unexercised      
                          Shares                       Unexercised Options at Fiscal    In-the-Money Options at Fiscal 
                        Acquired on     Value                 Year-End (#)                     Year-End ($) (1)
                        Exercise (#)  Realized($)    Exercisable       Unexercisable    Exercisable    Unexercisable
Name                    ------------  -----------    -----------       -------------    -----------    -------------
<s>                       <c>             <c>         <c>                <c>            <c>              <c>           
Steven W. Berglund          -              -           305,833            149,167        1,617,000        539,000

Dennis L. Workman           -              -            41,083             56,417           37,205         14,863

Mary Ellen Genovese         -              -            98,767            103,223           76,967         19,495

Joseph F. Denniston         -              -            23,335             61,665                0              0

Michael W. Lesyna           -              -            53,251             61,749          119,812         69,362
--------------------------------------------------------------------------------
</table>

(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 3, 2003 as quoted on
     the Nasdaq National Market System was $13.39 per share.


Employment  Contracts  and  Termination  of  Employment  and   Change-in-Control
Arrangements

Steven W. Berglund 

         On March 17, 1999, Mr.  Berglund  entered into an employment  agreement
with the  Company  to serve  as the  Company's  President  and  Chief  Executive
Officer.  Such  agreement  provided that Mr.  Berglund's  base  compensation  is
$33,333 per month and that he was  eligible for a bonus of up to 50% of his base
compensation  pro rata for fiscal years 1999 and 2000. The employment  agreement
guaranteed one half of this bonus amount for fiscal year 1999 and specified that
the other terms and  conditions  of such bonus  payments  would be as negotiated
with  the  Company's  Board  of  Directors.  In  the  event  of  Mr.  Berglund's
involuntary  termination  or termination  for other than defined cause,  he will
receive severance equal to his last annual base salary plus any accrued bonus to
date.
         In addition, upon joining the Company, Mr. Berglund was granted options
to purchase an aggregate of 400,000 shares of the Company's Common Stock with an
exercise price of $8.00 per share which was the fair market value on the date of
grant in accordance with the terms of such  agreement.  Such options vest 20% at
the first  anniversary  and monthly  thereafter for five years from the original
date  of  grant  and  have a ten  year  term  of  exercise.  In the  event  of a
change-of-control  of the Company,  Mr.  Berglund  will receive an additional 12
months of vesting with respect to such options.

         In connection with hiring Mr.  Berglund and his original  relocation to
California  and pursuant to the terms of his employment  agreement,  the Company
provided him with interim  housing and  reimbursed  him for certain moving costs
and  expenses.  The Company  also  provided him with a loan of up to $400,000 to
assist in the  purchase  of a new primary  residence.  Such loan is secured by a
second deed of trust on the  residence and was made at the lending rate at which
the Company is able to borrow, as adjusted from time to time. Such loan is to be

<page>

forgiven by the Company  ratably over five years  contingent  upon Mr.  Berglund
continuing to be employed by the Company; provided,  however, that any remaining
unpaid  obligation  would be due and payable to the Company upon the anniversary
of any separation,  if Mr. Berglund's  employment  relationship with the Company
ends during such time period.

         Pursuant to the employment agreement, Mr. Berglund is also eligible for
other benefits and programs available to the Company's employees, including paid
vacation,   medical,  dental,  life  and  disability  insurance,  and  a  401(k)
Retirement  Plan with a Company match and he is also eligible to  participate in
the Company's Executive Nonqualified Deferred Compensation Plan.

Robert S. Cooper 

         In connection  with agreeing to serve as the Company's  Chairman of the
Board of Directors  beginning in August 1998, Dr. Cooper entered into employment
and  consulting  agreements  with the Company  through  August 31, 1999. At that
time,  Dr.  Cooper also entered  into a standby  consulting  agreement  with the
Company for which he will be paid on an hourly basis for consulting  services on
an as needed  basis as  determined  by the  Company's  Chief  Executive  Officer
through September 1, 2003.

         Upon  beginning  service as the  Company's  Chairman of the Board,  Dr.
Cooper was granted an option to purchase  60,000 shares of the Company's  Common
Stock with an  exercise  price of $10.125  per share  which was the fair  market
value on the date of grant in accordance with the terms of such agreements. Such
options  vested  ratably  over 12 months  from the date of grant and have a five
year term of exercise  contingent  upon Dr.  Cooper  remaining  as an  employee,
consultant or director to the Company.

Bradford W. Parkinson 

         In connection with agreeing to serve as the Company's interim President
and Chief Executive Officer beginning in August 1998, Dr. Parkinson entered into
an employment  agreement with the Company through August 31, 1999. At that time,
Dr.  Parkinson  also entered into a consulting  agreement with the Company which
provides Dr.  Parkinson  with a payment of $6,000 per month  commencing  June 1,
1999 through June 1, 2002, unless terminated earlier. In addition, Dr. Parkinson
also entered into a standby  consulting  agreement with the Company for which he
will be paid on an hourly basis for consulting services on an as needed basis as
determined by the Company's Chief Executive Officer through June 1, 2007.

         Pursuant to his employment  agreement and upon beginning service as the
Company's  President and Chief Executive  Officer in August 1998, Dr.  Parkinson
was granted an option to purchase  100,000 shares of the Company's  Common Stock
with an exercise  price of $10.125 per share which was the fair market  value on
the date of grant in accordance with the terms of such agreements.  Such options
vested  ratably over six months from the original  date of grant and have a five
year term of exercise  contingent upon Dr.  Parkinson  remaining as an employee,
consultant or director to the Company.



<PAGE>


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The following table sets forth information with regard to loans made to
executive  officers  of the  Company  who had  outstanding  amounts of more than
$60,000 at any time since the beginning of the Company's last fiscal year.  Each
of these  loans  was made by the  Company  for the  purpose  of  assisting  such
executive  officer in the acquisition of his primary residence in an exceptional
housing  market in a location for the benefit of the Company in accordance  with
the Company's  bylaws.  Each of these loans is secured by a second deed of trust
on such  residence,  has a term of five years and requires  that the interest on
such principal amounts be paid currently each year. The principal balance is due
in full at the end of such five  year  term,  but such  executive  officers  may
pre-pay all or any portion of such  balance  without a prepayment  penalty.  The
interest  rate for  each of  these  loans  was set  with  reference  to the then
applicable mid-term annual federal rate.


 

<table>
<caption>
                                                                             Principal Amount     Largest Amount
                                                                Annual      Outstanding at the   Outstanding During
                                              Date of Loan   Interest Rate   Record Date ($)     Fiscal Year 2002 ($)
Name and Position
<s>                                            <c>             <c>            <c>                  <c>
Steven W. Berglund                              6/25/99         5.40%          126,666              206,667
     President and Chief Executive Officer

Irwin L. Kwatek                                 8/15/01         4.99%          150,000              150,000
     Vice President and General Counsel

</table>


<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 Technology Sector Index: (1)

              COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN* (1)
  AMONG TRIMBLE NAVIGATION LIMITED, NASDAQ COMPOSITE TOTAL RETURN INDEX (U.S.),
          AND THE STANDARD & POOR'S INFORMATION TECHNOLOGY SECTOR INDEX


     [The performance graph has been omitted. Performance Graph. The performance
graph  required by Item 402(1) of Regulation  S-K is set forth in the paper copy
of the Proxy  Statement  immediately  following the caption  "COMPARISON OF FIVE
YEAR CUMULATIVE TOTAL RETURNS."

     The  peformance  graph plots the data points listed below the graph for the
data sets (i) Trimble  Navigation  Limited,  (ii) Nasdaq  Composite Total Return
Index (US) and (iii) the Standard & Poor's Information  Technology Sector Index.
The graph has a horizontal axis at its bottom which lists from left to right the
dates 12/97,  12/98,  12/99,  12/00,  12/01, and 12/02. The graph has a vertical
axis at its left which lists from bottom to top  numbers 0, 50, 100,  150,  200,
250,  300,  350,  400, and 450. The data points for each data set are plotted on
the graph and are connected by line. The line  connecting the data points in the
Trimble  Navigation  Limited  data set is bold with  square to mark the  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 points and small  square  dashes with circle to mark data
points, respectively.]


DATA POINTS FOR PERFORMANCE GRAPH
TRIMBLE NAVIGATION LIMITED

<table>
<caption>
                                                        Cumulative Total
                                                             Return
                                -----------------------------------------------------------------
                                    12/97      12/98       12/99      12/00      12/01      12/02
<s>                               <c>        <c>         <c>        <c>        <c>         <c>   
TRIMBLE NAVIGATION LIMITED         100.00      33.24       99.14     110.03      74.32      57.26
NASDAQ STOCK MARKET (U.S.)         100.00     140.99      261.48     157.40     124.87      86.38
S & P INFORMATION TECHNOLOGY       100.00     178.14      318.42     188.18     139.50      87.31
</table>


(1)  The data in the above graph is presented on a calendar  year basis  through
     December  31,  2002  which is the most  currently  available  data from the
     indicated  sources.  The Company adopted a 52-53 week fiscal year effective
     upon the end of fiscal year 1997 and the actual date of the Company's  2002
     fiscal year end was January 3, 2003. Any variations due to any  differences
     between the actual date of a  particular  fiscal year end and the  calendar
     year end for such year are not expected to be material.

*    Assumes an investment of $100 on December 31, 1997 in the Company's  Common
     Stock, the Nasdaq  Composite Total Return Index (U.S.),  and the Standard &
     Poor's  Technology  Sector 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.

<page>


                                   PROPOSAL II

                   AMENDMENT TO THE ARTICLES OF INCORPORATION

Introduction

         The  Company's  Articles  of  Incorporation,   as  amended,   currently
authorize the issuance of 40,000,000 shares of Common Stock,  without par value,
and  3,000,000  shares  of  Preferred  Stock  without  par  value.  The Board of
Directors has approved,  subject to  shareholder  approval,  an amendment to the
Company's  Articles of  Incorporation to increase the number of shares of Common
Stock which we are  authorized  to issue from  40,000,000  shares to  60,000,000
shares.  The Board of Directors has determined  that this amendment is advisable
and in the best interests of the Company, and its shareholders.

         Of the 40,000,000 shares of Common Stock  authorized,  as of the Record
Date,  there were 29,366,132  shares issued and outstanding and 8,453,589 shares
reserved for issuance in connection with employee compensation plans,  including
stock  options and an employee  stock  purchase  plan,  and upon the exercise of
outstanding warrants.  Consequently,  the Company has 2,180,279 shares of Common
Stock available for issuance that are not reserved for a specific purpose.

Reasons for the Amendment

         The Board of Directors has proposed the increase in  authorized  shares
of Common Stock as a means of  providing  the Company  with the  flexibility  to
issue shares of Common Stock, or securities  exercisable for or convertible into
shares of Common Stock, in certain  circumstances  described below. The Board of
Directors  believes  that its access to additional  authorized  shares of Common
Stock will serve the best interests of the Company and its shareholders  because
future  issuances  could be made without delay.  The Board of Directors  intends
that the additional  authorized shares, if and when issued,  would be issued for
the following purposes (among such other general corporate purposes as the Board
of Directors may determine in its discretion,  subject to applicable law and the
Company's Articles of Incorporation and By-laws):

     o    On August 15, 2002, the Company  acquired  LeveLite  Technology,  Inc.
          ("LeveLite"), a California corporation, for approximately $5.7 million
          in  shares  of  the  Company's  Common  Stock.  The  merger  agreement
          provides,  among  other  things,  for the  Company to make  additional
          earn-out  payments  not to exceed $3.9  million  (in Common  Stock and
          cash) based on future  revenues  derived by the Company from  existing
          product  sales  to  a  certain  customer.  Accordingly,  some  of  the
          additional authorized shares would be issued by the Board of Directors
          in the event the Company  becomes  obligated to make these  additional
          earn-out payments in the form of shares of the Company's Common Stock.

     o    On March  28,  2003,  the  Company  announced  that it had  reached  a
          definitive agreement with Nikon Corporation to form a joint venture in
          Japan  (the  "Nikon  Transaction")  pursuant  to which the  Company is
          obligated,  subject  to  certain  closing  conditions,  to  contribute
          approximately  $4.2 million in cash and approximately  $5.8 million in
          the  Company's  Common  Stock.  Accordingly,  some  of the  additional
          authorized  shares  would  be  issued  by the  Board of  Directors  in
          connection with the Nikon Transaction.

     o    On March 28, 2003,  the Company's  "shelf"  registration  statement on
          Form S-3 that it filed  with the SEC on March 7,  2003  (the  "Shelf")
          became  effective.  The  Company  to  may,  from  time to  time,  sell
          additional shares of its Common Stock that are effectively  registered
          on the  Shelf  having  an  aggregate  public  offering  price of up to
          $100,000,000.  Accordingly,  some of the additional  authorized shares
          would be issued by the Board of Directors  in the event it  determines
          to sell shares of the Company's Common Stock pursuant to the Shelf.
<page>

     o    From  time  to  time,  the  Board  of  Directors   considers   certain
          opportunities to enter into acquisitions, investments, joint ventures,
          strategic    alliances    and   similar    transactions    ("Strategic
          Transactions").  Strategic Transactions can be important for extending
          the  Company's  applications,   distribution  channels  or  geographic
          markets,  or for  providing  an  opportunity  to extend the  Company's
          product  offerings.  While,  other  than the  Nikon  Transaction,  the
          Company is not  currently  a party to any  definitive  agreement  with
          respect to any Strategic Transaction,  the Board of Directors does not
          believe there is an adequate number of shares  authorized the event an
          opportunity  to enter into any  Strategic  Transaction  should  arise.
          Accordingly,  some of the additional  authorized shares (or securities
          convertible into such additional  authorized  shares) may be issued by
          the Board of  Directors  as  payment,  either in part or in whole,  in
          connection with any Strategic  Transaction  that the Company may enter
          into in the future.

Future Issuance of Shares

         Other than a possible sale of shares under the Shelf,  further issuance
of shares pursuant to the LeveLite merger  agreement,  the issuance of shares in
connection  with the Nikon  Transaction and any possible  Strategic  Transaction
that we may consider from time to time, the Company has no plans,  arrangements,
commitments  or  understandings  with  respect  to  the  issuance  of any of the
additional  shares of Common  Stock which would be  authorized  by the  proposed
amendment.

         If  the  proposed  amendment  is  approved  by  the  shareholders,  the
additional  shares will be  available  for  issuance  from time to time  without
further  action  by  the  shareholders   (unless  required  by  applicable  law,
regulatory agencies or by the rules of any stock exchange on which the Company's
securities  may  then  be  listed)  and  without  first  being  offered  to  the
shareholders.  Shares  may be  issued  for such  consideration  as the  Board of
Directors may determine in its  discretion and as may be permitted by applicable
law.  Shareholders  do not have  preemptive  rights  with  respect to any future
issuance of shares of the Company's  Common Stock. The issuance of Common Stock,
or  securities  convertible  into Common Stock,  on other than a pro-rata  basis
would result in the dilution of a present shareholder's interest in the Company.
The  proposed  amendment to the  Articles of  Incorporation  does not change the
terms of the  Common  Stock.  The  additional  shares of Common  Stock for which
authorization  is  sought  will  have the same  rights  in  respect  of  voting,
dividends and distributions,  and will be identical in all other respects to the
shares of Common Stock now authorized.

         The Company has not proposed the increase in the  authorized  number of
shares  with the  intention  of using the  additional  shares for  anti-takeover
purposes,  although the Company could theoretically use the additional shares to
make it more  difficult or to  discourage  an attempt to acquire  control of the
Company.  As of this date,  the Company is unaware of any pending or  threatened
efforts by any third parties to acquire control of the Company.

Proposed Amendment to the Articles of Incorporation

         At the Annual Meeting, the following resolution will be introduced:

         RESOLVED,   that  the  Restated   Articles  of  Incorporation  of  this
Corporation,  as amended,  be further amended by deleting the second sentence of
Article III in its entirety and  inserting,  in lieu thereof,  the following new
second sentence of Article III, providing in its entirety as follows:

          "The total number of shares of preferred  stock that this  Corporation
     shall have authority to issue is 3,000,000 without par value, and the total
     number of shares of common stock this  Corporation  shall have authority to
     issue is 60,000,000 without par value."

<page>

Vote Necessary to Approve the Amendment

         The  affirmative  vote of the holders of a majority of the  outstanding
shares of Common Stock entitled to vote at the meeting is necessary for approval
of the amendment.  Therefore,  abstentions and broker non-votes (which may occur
if a  beneficial  owner of stock,  where  shares are held in a brokerage or bank
account,  fails to provide  the broker or bank  voting  instructions  as to such
shares)  effectively  count as votes against the  amendment.  If approved by the
shareholders it is anticipated  that the amendment will become effective as soon
as practicable after the Meeting.

Recommendation of the Board

         The Board of  Directors  recommends  a vote "FOR" the  approval  of the
proposed amendment to the Articles of Incorporation, as amended, to increase the
number of authorized  shares of Common Stock from  40,000,000 to 60,000,000  and
proxies  solicited by the Board will be voted in favor of the amendment unless a
shareholder indicates otherwise on the proxy.


                                  PROPOSAL III
               RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

         The  Board of  Directors  has  appointed  Ernst & Young  LLP  ("Ernst &
Young") as the Company's independent auditors, to audit the financial statements
of the Company for the current fiscal year ending January 2, 2004. Ernst & Young
has been the Company's  independent auditor since 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.

Fees Billed to the Company by Ernst & Young LLP during Fiscal Year 2002

Audit Fees:

         Audit  fees  billed  to the  Company  by Ernst & Young  related  to the
Company's  fiscal  year  ended  January  3, 2003 for the audit of the  Company's
annual  consolidated  financial  statements included in Form 10-K, the review of
quarterly financial statements included in the Company's quarterly reports filed
on Form  10-Q,  statutory  audits of  entities  outside  the  United  States and
assistance with registration  statements filed on Form S-3 totaled approximately
$947,000.

Audit-Related Fees:

         Audit-related  fees billed to the  Company by Ernst & Young  related to
the Company's fiscal year ended January 3, 2003 for accounting consultations for
audit related matters totaled approximately $35,000.

Tax Fees:

         Tax fees  billed to the  Company  by Ernst & Young in the  fiscal  year
ended  January  3,  2002  totaled   $1,546,000.   These  services  included  tax
compliance, tax advice, and tax planning.

Financial Information Systems Design and Implementation Fees:

         The Company  did not engage  Ernst & Young to provide any advice to the
Company regarding financial information systems design and implementation during
the fiscal year ended January 3, 2003.

<page>

All Other Fees:

     The Company did not engage  Ernst & Young to provide any other  services to
the Company in the fiscal year ended  January 3, 2003 other than those  included
in the categories above.

Audit Committee Pre-Approval of Non-Audit Services

         Beginning  in  August  2002,  all  non-audit  related  services  to  be
performed by Ernst & Young and all audit,  review or attest engagement  required
under applicable  securities laws were pre-approved by the Audit Committee.  The
Audit  Committee has considered  whether the provision of non-audit  services by
Ernst & Young to the  Company is  compatible  with  maintaining  Ernst & Young's
independence.

Vote Required

         Ratification  of the  appointment  of  Ernst & Young  as the  Company's
independent  auditors for the current fiscal year ending  January 2, 2004,  will
require the affirmative  vote of the holders of a majority of the shares present
and voting at the Annual Meeting either in person or by proxy. In the event that
such  ratification by the shareholders is not obtained,  the Audit Committee and
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  appointment  of Ernst & Young LLP as the  independent  auditors  for the
Company for the current fiscal year ending January 2, 2004.

                                  HOUSEHOLDING

         As permitted by the Exchange  Act, we may deliver only one copy of this
Proxy  Statement  to  shareholders  residing  at the same  address,  unless such
shareholders  have  notified  the  Company of their  desire to receive  multiple
copies of the Proxy Statement.

         The Company will  promptly  deliver,  upon oral or written  request,  a
separate copy of this Proxy Statement to any shareholder  residing at an address
to which only one copy was mailed.  Requests  for  additional  copies  should be
directed to the Company at its principal executive offices, Attention:  Investor
Relations,  at  645  North  Mary  Avenue,  Sunnyvale,  California  94085,  (408)
481-8000.


                                  OTHER MATTERS

         The Company knows of no other matters to be submitted for consideration
at the Annual  Meeting.  If any other  matters  properly  come before the Annual
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. Discretionary
authority  with respect to such other matters is granted by the execution of the
enclosed Proxy.

         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  postage-prepaid  envelope  which has been enclosed for your  convenience or
vote  electronically  via the Internet or by telephone  in  accordance  with the
detailed instructions on your individual Proxy card.

                                                For the Board of Directors
                                                TRIMBLE NAVIGATION LIMITED

                                                ROBERT S. COOPER
                                                Chairman of the Board
Dated:  April 4, 2003
<page>

           Supplemental Information Provided Pursuant to Regulation G

         On March 7, 2003,  the Company filed its Annual Report on Form 10-K for
the fiscal  year ended  January 3, 2003 (the  "10-K").  Under Item 6,  "Selected
Financial  Data, we presented a table entitled "Other  Operating  Data". In this
table, we included a financial  measure,  "EBITDA," which we defined as earnings
from continuing  operations  before interest income,  interest  expense,  income
taxes,  depreciation  and  amortization.  "EBITDA"  was  stated as  $46,025,000,
$41,038,000,  $49,196,000,  $29,345,000 and  $(13,637,000)  for our fiscal years
ended January 3, 2003,  December 28, 2001,  December 29, 2000, December 31, 1999
and January 1, 1999,  respectively.  "EBITDA" is a financial measure that is not
calculated  or  presented  in  accordance  with  generally  accepted  accounting
principles ("GAAP").

         Regulation   G,   promulgated   pursuant  to  Section   401(b)  of  the
Sarbanes-Oxley  Act of 2002 ("Regulation G"), is effective as of March 28, 2003.
Regulation  G  requires  a  registrant  that  publicly  discloses  any  material
information  that  includes  a  "non-GAAP  financial  measure",  as  defined  in
Regulation G, to provide the following  information as part of the disclosure of
the  non-GAAP  financial  measure:  (a) a  presentation  of  the  most  directly
comparable  financial measure  calculated and presented in accordance with GAAP;
and (b) a reconciliation (by schedule or other clearly  understandable  method),
which shall be  quantitative  for  historic  measures and  quantitative,  to the
extent available without unreasonable  efforts, for prospective measures, of the
differences  between  the  non-GAAP  financial  measure  presented  and the most
directly  comparable  financial measure or measures  calculated and presented in
accordance with GAAP.

         Accordingly,  pursuant to Regulation G, we hereby provide the following
presentation and  reconciliation  of the "EBITDA"  financial measure included in
the 10-K:


<table>
<caption>
                     EBITDA Presentation and Reconciliation

Fiscal years ended                    January 3,   December 28,    December 29,   December 31,   January 1,
(in thousands of dollars)               2003           2001            2000           1999         1999
<s>                                   <c>           <c>              <c>            <c>        <c>         
Net income (loss) from continuing      $ 10,324      $(23,492)        $ 14,185       $ 18,662   $ (27,355)
operations, as reported

Interest expense (income), net           14,051         21,106           9,960          (463)        (192)

Taxes                                     3,500          1,900           1,575          2,073        1,400

Depreciation and amortization            18,150         41,524          23,476          9,073       12,510
                                         ------         ------          ------          -----       ------
EBITDA                                 $ 46,025       $ 41,038        $ 49,196       $ 29,345   $ (13,637)
                                       --------       --------        --------       --------   ---------- 
</table>


<page>
          

                                   APPENDIX A

PROXY                  TRIMBLE NAVIGATION LIMITED                        PROXY

                  PROXY FOR 2003 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  receipt of the  Notice of Annual  Meeting of
Shareholders and Proxy Statement, each dated April 4, 2003, and hereby appoints
Steven W.  Berglund,  and Mary  Ellen  Genovese  and each of them,  proxies  and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 2003 Annual Meeting
of Shareholders of TRIMBLE NAVIGATION  LIMITED,  to be held on Tuesday,  May 20,
2003, at 1:00 p.m.  local time, at the Four Points  Sheraton Hotel in Sunnyvale,
located at 1250 Lakeside Drive, Sunnyvale,  California 94085 in the Ballroom 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,  IT WILL
BE VOTED FOR THE LISTED  NOMINEES  IN THE  ELECTION OF  DIRECTORS,  TO AMEND THE
COMPANY'S  ARTICLES OF INCORPORATION TO INCREASE THE AMOUNT OF AUTHORIZED SHARES
FROM  40,000,000 TO  60,000,000,  FOR THE  RATIFICATION  OF ERNST & YOUNG LLP AS
INDEPENDENT  AUDITORS OF THE COMPANY FOR THE CURRENT  FISCAL YEAR ENDING JANUARY
2,  2004,  AND AS SAID  PROXIES  DEEM  ADVISABLE  ON SUCH  OTHER  MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S) THEREOF.

Both of such  attorneys or  substitutes  (if both are present and acting at said
meeting or any  adjournment(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

                YOU MAY VOTE IN ANY OF THE FOLLOWING THREE WAYS:

1.   Vote  via the  Internet  at  http://www.proxyvote.com.  You  will  need the
     Control  Number that  appears in the box in the lower right  corner of this
     card.

2.   Vote by telephone by calling  1-800-435-6710 from a touch-tone telephone in
     the U.S. There is no charge for this call. You will need the Control Number
     that appears in the box in the lower right corner of this card.

3.   Mark, sign and date this proxy form and return it in the enclosed envelope.



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

[Company logo appears here]
Trimble Navigation Limited
645 N. Mary Ave.
Sunnyvale, CA  94085
                                             VOTE BY INTERNET-www.proxyvote.com
                                                              -----------------
                                              Use the Internet to transmit
                                              your voting instructions and
                                              for  electronic  delivery of
                                              information  up until  11:59
                                              P.M.  Eastern  Time  the day
                                              before the  cut-off  date of
                                              meeting   date.   Have  your
                                              proxy  card in hand when you
                                              access  the  web  site.  You
                                              will be  prompted  to  enter
                                              your 12-digit Control Number
                                              which  is  located  below to
                                              obtain  your  records and to
                                              create an electronic  voting
                                              instruction form.

                                              VOTE BY PHONE - 1-800-690-6903
                                              Use any touch-tone telephone
                                              to   transmit   your  voting
                                              instructions  up until 11:59
                                              P.M  Eastern  Time  the date
                                              before the  cut-off  date or
                                              meeting   date.   Have  your
                                              proxy  card in hand when you
                                              call.  You will be  prompted
                                              to   enter   your   12-digit
                                              Control   Number   which  is
                                              located   below   and   then
                                              follow       the      simple
                                              instructions the Vote Voices
                                              provides you.

                                              VOTE BY MAIL
                                              Mark,  sign  and  date  your
                                              proxy  card and return it in
                                              the postage-paid envelope we
                                              have  provided  or return it
                                              to    Trimble     Navigation
                                              Limited,    c/o   ADP,    51
                                              Mercedes Way,  Edgewood,  NY
                                              11717.

--------------------------------------------------------------------------------
          TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
TRIMBLE                                      KEEP THIS PORTION FOR YOUR RECORDS
--------------------------------------------------------------------------------
                       DETACH AND RETURN THIS PORTION ONLY

               THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

Trimble Navigation Limited

Vote on Directors

<table>
<caption>
<s><c>                                      <c>    <c>         <c>      <c>                
1.  Elections of Directors to serve for the  FOR    WITHHOLD    FOR      To withhold authority to vote,
    ensuing year and until their                    FOR ALL     ALL      mark "For All Except" and write
    successors are elected.                                     EXCEPT   the nominee's number on the line
                                             [ ]     [ ]         [ ]     below.
                                                                         ______________________________
</table>


Nominees:     
01 Steven W. Berglund, 02 Robert S.
Cooper,
03 John B. Goodrich, 04 William Hart, 05
Ulf
J. Johansson, and 06 Bradford W. Parkinson

Vote on Proposals
                                                     FOR    AGAINST    ABSTAIN
2.  To amend the Company's Articles of               [ ]     [ ]         [ ]
    Incorporation to increase the amount of                            
    authorized shares from 40,000,000 to 60,000,000.

3.  To ratify the appointment of Ernst & Young LLP   FOR   AGAINST     ABSTAIN  
    as independent auditors of the Company           [ ]     [ ]          [ ]   
    for the current fiscal year ending
    January 2, 2004. 

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

Signature(s)______________________________________________   Dated _______, 2003
(This Proxy should be marked, dated, signed by the shareholder(s) exactly as his
or her name appears hereon, and 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.)



                              FOLD AND DETACH HERE


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