Turn off the electrical breaker to the bathroom. Check the switch and make sure the fan does not engage when turned on.
Snap the cover plate off by inserting a flat-head screwdriver between it and the ceiling and pressing down, while standing on a ladder.
Unscrew the motor by taking out the screws holding it in place. Generally, these are Phillips-head screws. Unsnap the quick-connect harness holding the motor in place.
Remove the screws holding the outside fan housing in place. Slowly pull the housing downward and remove the vent duct. Unscrew the clamp holding it in place.
Place the new vent-fan housing in the hole. If the holes do not line up with the old ones, use a pencil to mark them. Drill the new holes with a bit one size smaller than the screws, and place plastic screw anchors in the holes.
Pull the electrical cable through the new fan housing and tighten the clamp holding it in place. Attach the vent duct and clamp it down as well.
Screw the new fan housing into the ceiling. Connect the new motor by attaching the quick connect wires, and securing it with the clamp provided with the new vent fan.
Attach the new cover by snapping it over the vent. Turn on the electrical breaker and test the new bathroom vent fan.