Budget upgrade: does cpu come with everything needed?

[Pons]

I have a Dell Inspiron 545 I'd like to upgrade to play Diablo3 and SW:ToR at acceptable levels. From all accounts it looks like my CPU (Pentium E5400 processor) is the major bottleneck and I'd like to upgrade it for ~$250 if it's possible.

This is what I've picked so far:
CPU: Intel Core i3-2120 3.3GHz Dual-Core Processor ($115.99 @ SuperBiiz)
Motherboard: ASRock H61M-GE Micro ATX LGA1155 Motherboard ($62.99 @ Newegg)
Memory: Corsair XMS3 8GB (2 x 4GB) DDR3-1333 Memory ($27.99 @ Newegg)

My questions:
1) I see the cpu comes with a heat sink and fan. Will that be sufficient cooling?
2) Does thermal glue come with it with cpu? I've never bought a cpu in a box.
3) If this processor and my old one are both rated 65W, can I expect the same power draw from the PSU? I have a 300W Dell PSU which I plan to upgrade with a new video card later in the year. My current video card is a GT 430.

[Deleted]

My questions:

1) I see the cpu comes with a heat sink and fan. Will that be sufficient cooling? Yes
2) Does thermal glue come with it with cpu? I've never bought a cpu in a box. Yes
3) If this processor and my old one are both rated 65W, can I expect the same power draw from the PSU? I have a 300W Dell PSU which I plan to upgrade with a new video card later in the year. My current video card is a GT 430. The PSU will probably be fine but if you wanna add a better GPU you'll want to upgrade the PSU as well

/toofewcharacters

[jmacphee9]

another thing to consider, im 89% sure your copy of windows will no longer run once you change your motherboard, unless dell is very nice about it, but once those components change you will need a new code for windows

[Pons]

Thank you both for the answers!

I do have a retail copy of Windows 7 fortunately. I'll be doing a fresh install of that once everything is put together.