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There is a major drawback to leaving the money in either the old or new companies 401K instead of rolling it out to an IRA. That is (as I understand it) that if you and you spouse should happened to both die (like in a car accident) then the 401K cannot be inherited by your kids without it being automatically distributed and taxed. An IRA can be inherited without normally being immediately taxed. This could result in greatly reducing your estate needlessly.

To me it looks like the only big plus of a 401K is that you can take penalty free withdrawals at 55 instead of 59.5. There are also times when you have company stock in a 401K where there could be tax implications with rolling it out.

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