Upgrade Older Desktop System > $350

Greetings all, so now I'm back to rebuild what I hope to be a medium tier gaming rig. Would appreciate any help.

Givens:
1. I'm not an overclocker/enthusiast -so just run out of the box for now
2. Need a quieter system (current CPU fan is 'hella' loud)
3. Looking more for value/bargain than latest tech. I'd like to keep it under $350
4. Going to start with CPU/mobo/RAM & Hard Drive - I'll possibly add an SSD later

The specs:

System usage: My basic usage is internet surfing and games. I'd like to make some of my older games more enjoyable, faster etc. Mostly playing Orcs Must Die, Rome TW, Medieval II, F.E.A.R., HL2 - I can play Crysis on like 25 FPS- pretty fun there. But the bottom line is mostly older stuff & Steam- running 1600x1200.

System specs & notes to would be helpers. (again, thanks for any input)

Case: Alienware A-51 case - its fine for my needs, plenty of room & air and will use it for my new build (standard ATX)

Power: The original crapped out so I have a Corsair 750W PSU.

CPU: Aah, a ***** in the armor. P4 3.40 Ghz, I'd like to drop this chip like genital warts. Slow, loud stock fan

Mobo: Intel D925xcv. I know it needs a dirt nap.

RAM: So I have 3 gigs of outdated DDR2 RAM that is going to bonfire heaven soon, very soon...

GPU: ASUS ENGTX460 DirectCU TOP/2DI/1GD5 GeForce GTX 460 (Fermi) 1GB 256-bit GDDR5 PCI Express 2.0 x16 HDCP Ready SLI Support Video Card

Harddrives: Aah, I remember when 2x160 GB Seagate Barracuda SATA 7200rpm 8MB buffer in raid 0 was fast.... I think a gallon of gas was 1 dollar back then.

Stuff I'm keeping for now, but FYI:
1. Dell 2001 FP 20' monitor - 1600x-1200x as mentioned earlier
2. Logitech MX 1000 mouse
3. Saitek keyboard
4. Logitech speakers (audio controller is on the motherboard)
5. 64 bit Windows 7 OS

So I'm looking for
1. CPU
2. Mobo
3. RAM (8 GB DDR3) - $60
4. HDD (prolly get WD Blue 1TB) - 65

So maybe I should have named this thread... best bang for your CPU & Mobo for less than $225. Any suggestions would be welcome.