WARNING! You will almost certainly break exchange doing this. Once you have Exchange running on a DC, you should NOT promote or demote the server. Exchange running on a DC is not recommended, but it IS supported. Removing DC functionality (or adding it) once Exchange is installed can cause serious problems.
Reference:
http://support.microsoft.c
"You can run Exchange Server 2003 on either a member server or on a domain controller. After you install Exchange Server 2003 on a server, do not change the role of the server. For example, if you install Exchange Server 2003 on a member server, do not use the Dcpromo tool to promote the server to a domain controller. Or, if you install Exchange Server 2003 on a domain controller, do not use the Dcpromo tool to demote the server to a member server. Changing the role of a server after you install Exchange Server 2003 may result in loss of some Exchange functionality and is not supported."
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by: ValleyENTPosted on 2009-11-17 at 17:55:32ID: 25846090
Warning, You will probably need to reboot the server regardless once the servers has the Active Directory role removed as it will greatly affect the security of the server as it will now be just a member server. I don't think what you are asking for is entirely possible without having 2 AD servers running already.
Well, I would start with installing Ad on the new server, set it up as a global catalog server on your domain.. Manually move the 5 FSMO roles to the new DC. Once the new server is handling all of the FSMO roles, you will need to disable the other servers a Global Catalog server and wait for a while to make sure all pc's are "aware of the new DC".
After this is all done, and you know gpupdate has been pushed to all client nodes, you can verify that the other servers has been removed as a Global Catalog, doublecheck DNS to ensure the other server is not longer available as a DC. Then remove the DC role on the old server. It will probaly require a reboot of your Exchange server. You also need to consider that authentication will be handled differently on your Exchange server and will require some tweaks in security.
I went through the same migration, but couldn't avoid rebooting the Exchange server.