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Righto. PC3200 is rated at 400 MHz, so the RAM is fine.
And since your mobo can handle it, by all means, go for it. It's really easy to do. All you need to do is (After the power is disconnected and everything is grounded) remove your heatsink/fan unit from your old processor. Then (probably) lift up a lever next to the processor, lift it out and drop the new one in. Check in your motherboard manual to see if there are any specific directions you need to follow, but it shouldn't be too difficult at all.
Oh, and make sure to put a little thermal grease on the processor then put the heatsink/fan back in. Heh.
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