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Here is an excerpt from a good article "The great annuity rip-off", Forbes magazine, Feb 9, 1998:

"Take this quiz. Are you:
- contributing the max to your IRA and 401K?
- very sure you won't need the money until you are past 59 1/2?
- confident you won't have an occasion to either give appreciated securities to charity or leave them to heirs?
- Going to invest in either junk bonds or a high-turnover stock portfolio?
- Prepared to lock up the money for a decade or more and/or annuitize the payouts?
- Going to buy a no-load contract? (see table, p. 108)
- Certain that your tax rate will be lower in retirement?

If ALL your answers are 'yes', then consider owning an annuity."

As I remember, the article dealt mostly with opening an annuity with new money, not converting a 401K into an annuity. You should read the article for more details.
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