Wanting to upgrade, where do I start?

I'm finding that some of the more recent games are running with a bit of a stutter, and I feel like my rig isn't that bad... but it's definitely dated. So I'm looking to update my components but it seems to be a catch-22; I can't get a new processor without a better board, and then I'll need to get different RAM (which I just bought 4GB of not too long ago).

I'm looking to upgrade it in pieces, but doubt it's possible and I'm trying not to spend more than 200-300 dollars at once... can anyone give me a good gameplan?

CPU: Intel Core 2 Duo E7400 @ 2.8GHz
RAM: 4x2GB Corsair PC2-6400 (400MHz)
Motherboard: XFX nForce 750i SLI
GPU: Nvidia GTX 460

I'm keeping the GPU, and would love to keep the RAM (since I just bought) but understand if it's gotta go. I'll most likely make a server from the old parts.
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More about wanting upgrade start
  1. What is your PSU? That would be the place to start.

    From there the only thing you can really do is a full platform upgrade.
    You may be better off just building a new rig outright.
  2. You should be get a new motherboard/CPU/RAM for under $300 and carry over the rest of your parts. Also, you can probably sell the DDR2 for a decent amount since it's so hard to find these days.

    The Asrock Extreme4 is included in the free RAM promo again and currently on sale for $120: http://www.newegg.com/Product/Product.aspx?Item=N82E16813157293

    If you have a microcenter nearby, you can then grab an i5 3470 for $150, which is a steal: http://www.microcenter.com/product/400664/Core_i5_3470_32GHz_LGA_1155_Boxed_Processor

    Otherwise you can find a 3450 or 3470 from online retailer for around $180, which is still in the $300 total ballpark.
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