I think you need to get an attorney who is familiar with the estate laws of your state. It's a shame she did not name you beneficiary, as you would have been able to roll the money into an IRA, and subject to certain withdrawal rules, kept the balance of the account growing. Now it just becomes part of her overall estate. As long is the total estate is not well over $5 million, there are no estate taxes due. But the estate (including the 40l(k) money) must now pass through probate -- the process of legally changing title to assets and distributing them to estate beneficiaries. You need an attorney to do that -- take the estate through probate court. And that will involve a fee. So get good advice by finding an attorney though your state bar association -- or search at www.NAELA.org -- the national academy of elder law attorneys, and use their search tool by location. Then, ask the same attorney to draw up an estate plan for YOU!!