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Raising Forest and Domain functional levels to 2008 R2.

Just putting this out there to see if anyone has any good info or experiences to share before proceeding with this process.

I currently has a network with 1 Forest and 3 Domains.  Within that there are a total of 10 Domain Controllers spread out between each of the domains within this forest.  All of the Domain Controllers are running Windows Server 2008 R2 as their OS, but Active Directory is running under 2003 functional level for both the forst and domain.

I am at a point where i would like to raise both the forest and domain functional levels from 2003 to 2008 R2.  Just looking for any insight anyone may be able to share.  Specifically i want to ensure that all of our applications will continue to function and not have any issues authenicating.  We have over 1000 servers and over 5000 end users.  Apps range from Office, Exchange, SQL, Sharepoint, etc.
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Stelian Stan
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My First Q why do you want to raise the Domain and Forest functionality ?

- Rancy
You should be good to raise your functional levels but check the below link out to make sure Exchange is set to run.

http://technet.microsoft.com/en-us/library/ff728623(v=exchg.141).aspx
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I would agree with  clonyxlro to upgrade step by step ..i.e update the DFL first give it time of atleast 1-2 working days then once all your domain are running 2008 R2 DFL then shoot the Forest upgrade ...take the system state backup of once DC in each domain prior upgrading DFL
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KACE1

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In response to Rancy's post, I would like to have access to the recycle bin and also as mentioned by mkline71 the password policy changes would also be nice as well.  I really just dont want to have AD behind my OS.  If I can run it under 2008 R2, why leave it running 2003.  My next step is to start looking into rolling out 2012 servers and DCs.  My office never has an OS running that is more then 1 level behind.  So with the release of 2012 we have to ensure that all servers are 2008 and above.  Right now we only have a few 2003 left.  By the end of 2013 of the 1000 servers we have there may be 25 or so which arent 2008 or higher.

I would just feel better having my DCs 2008 R2 for funtional level as well as OS, before i started getting into 2012.  That way it really is just 1 step up.
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BTW thanks for all the great information everyone.