This study contrasts how need for cognition and perceived control relate to positive and negative affect in 351 adults experiencing the transition to retirement (age range 44–79 years, M = 60). Structural equation modeling was used to identify significant pathways between exogenous variables of conscientiousness, openness, and education to need for cognition, and between neuroticism and health to perceived control. Need for cognition and perceived control emerged as separate and distinct forms of motivation, contributing to positive and negative affect in this model through differing patterns and to different degrees. Mediators between need for cognition and positive affect were frequency of cognitive activity and problem-focus coping. Perceived control had direct effects on positive and negative affect and indirect effects through cognitive activity on positive affect. The model helps to explain some of the psychological mechanisms instrumental in successful adaptation to change in adulthood. The dispositional motivation of need for cognition is described as a character strength with unique predictive value for older adults.