EXHIBIT 4.3

                   AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
                        PREFERRED SHARES RIGHTS AGREEMENT


         This  Agreement  of  Substitution  and  Amendment is entered into as of
September  10, 2004, by and between  Trimble  Navigation  Limited,  a California
corporation  (the "Company") and American Stock Transfer & Trust Company,  a New
York banking corporation ("AST").

                                    RECITALS

A.       On or about  February  18, 1999,  the Company  entered into a Preferred
         Shares Rights  Agreements  (the "Rights  Agreement")  with  ChaseMellon
         Shareholder Services, L.L.C. (the "Predecessor Agent") as rights agent.

B.       The Company wishes to remove the  Predecessor  Agent and substitute AST
         as  rights  agent  pursuant  to  Section  21 of the  Rights  Agreement,
         effective October 1, 2004 (the "Effective Date").

C.       The Company has given the  Predecessor  Agent  notice of removal of the
         Predecessor Agent as rights agent.


                                    AGREEMENT

         NOW  THEREFORE,   in  consideration  of  the  foregoing  and  of  other
consideration,  the  sufficiency  of which is hereby  acknowledged,  the parties
agree as follows:

1.            Section 21 of the Rights  Agreement  is hereby  amended to provide
              that  any  successor  rights  agent  shall,  at  the  time  of its
              appointment as rights agent,  have a combined  capital and surplus
              of at least $ 10 million, rather than $50 million.

2.            The  Company  hereby  appoints  AST as rights  agent  pursuant  to
              Section 21 of the Rights  Agreement,  from and after the Effective
              Date, to serve in that capacity for the  consideration and subject
              to all of the terms and conditions of the Rights Agreement.

3.            AST hereby  accepts the  appointment  as rights agent  pursuant to
              Section  21 of the  Rights  Agreement  and agrees to serve in that
              capacity for the consideration and subject to all of the terms and
              conditions of the Rights Agreement.



4.            From and after the Effective Date, each and every reference in the
              Rights  Agreement  to a  "Rights  Agent"  shall be  deemed to be a
              reference to AST.

5.            Section 26 of the  Rights  Agreement  is  amended to provide  that
              notices or demands  shall be addressed as follows ( until  another
              address is filed):


If to the Company:         Trimble Navigation Limited
                           749 N. Mary Avenue
                           Sunnyvale, California 94085
                           Attention: Vice President & General Counsel


If to AST:                 American Stock Transfer & Trust Company
                           59 Maiden Lane
                           New York, NY 10038
                           Attention: Corporate Trust Department

6.            Except as expressly  modified  herein,  the Rights Agreement shall
              remain in full force and effect.

7.            This  Agreement of  Substitution  and Amendment may be executed in
              one or more counterparts,  each of which shall together constitute
              one and the same document.


              IN WITNESS  WHEREOF,  the parties have caused this Agreement to be
              duly executed as of the date indicated above.

                                      TRIMBLE NAVIGATION LIMITED


                                      By: /s/ Irwin Kwatek
                                          ----------------
                                      Name: Irwin Kwatek, Vice President



                                      AMERICAN STOCK TRANSFER  & TRUST COMPANY


                                      By: /s/ Herb Lemmer
                                          ---------------
                                      Name: