Terry,
correct about step 1 - Active Directory; just make sure you leave enough time to replicate the AD info between the servers and make sure your internal DNS settings are correct as well. (those are 2 common issues when moving from NT4 to 2003 AD)
About Exchange 2003 migration :
a) make sure AD is up and running
b) from the Ex2003 CD install and run "active directory connector" (= creates a replication link between Exchange 5.5 directory and Active Directory)
c) install Exchange 2003 in the same Organization as the Exchange 5.5 server (it will ask for this)
d) Once EX2003 is installed, you can migrate all mailboxes from EX55 to EX2003 from Active Directory / rightclick user / Exchange tasks / move mailbox
This copies the mailbox data from EX55 to EX2003 directly; it is also possible to select multiple users and schedule the move overnight...
e) Configure replication of Public Folders and System folders (OAB, OAB, Schedule+ Free Busy,...) This part takes really a long time, as public folder replication is run at lowest priority. For 20 folders this can take already up to 2 days before everything is fully replicated.
f) configure the SMTP Virtual server on EX2003 for sending mail; once this works, stop the Internet Mail service on EX55 (don't forget to reconfigure your firewall settings if needed)
g) FInally, you can stop all Exchange 5.5 services on the old box - if everything works fine, you can also consider removing the EX55 server using the add/remove programs; this will properly remove the server from the Exchange Organisation.
h) disable the Active Directory replicator or remove it as well
That's about it in a nutshell.
If you search the microsoft knowledgebase (support.microsoft.com) on topic "remove the last Exchange 5.5 server" it will give you a list of detailed articles explaining above steps more in detail.
I hope this helps you further in your migration; do not hesitate to come back in case you need further assistance.
Kind regards,
Peter