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Woog, I am in a similar situation, 50 years old at just over $100k. I am starting the T/O job process very soon (December 4) as I have decided that a PENSION is worth a hell of a lot more than a 401k. This will be a drastic pay cut for me, however I hope to be making enough OT within two years to make up for the loss. I am a manager in an aerospace firm and deal with a ton of stress, so I am pretty much used to that. The way I look at it, I am going to be working until I call in dead at my current job. There will be no retirement. My paltry 401k won't even buy 5 years of reduced living. I would have to buy insurance. There is no safety net. I see the down side as T/O as temporary. It will be tough. There will be a lot to learn, but it can be overcome. Besides - what kid didn't want to drive a train? Good luck.