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How to easily replace current Windows 2003 Domain Controller running Active Directory

Our business has currently 3 servers. Exchange server, Terminal server, and the main domain controller.
All running windows 2003, with a mix of Standard and Enterprise. What is the easiest method to replace the domain controller? I was thinking of just configuring the new server with a new domain name and new Active Directory structure, and then join the other two server to the new domain. Is it that easy, or am I missing something?? My goal is to do this as quick as possible, with as little downtime as possible given the fact we are running Exhange (2003).
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ryansoto
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Thanks KCTS for the detailed answer, I will give it a try here in a day or two and let you know how it goes. thanks for the quick response!!
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ASKER

Thank you both for fast responses. I awarded more points to KCTS for more detail in his explanation. Thank you both !