server upgrade worries

have 4 server network all 2k, looking to upgrade themto 2k3. 2 are dc’s the other 2 are members. 1 member has exchange 2k running on it. i can’t upgrade the exchange server due to exchange 2k isn’t compatible with 2k3. will the others cause problems with exchange? couldn’t find any exchange scheme info on the dc’s. will i still need to run the ldf util? primary reason for upgrade is for the group policies. help please.