It is all about what benefits you personally. We upgraded right away (before they even mailed us anything). We put over $45,000 on our card per year on average, so we will be getting tons of rewards. We had $8,000 in dining, $9000 in grocery, $5,000 in gas on last year's end of the year statement. There may be other cards that give similar or better rewards, but we like the fact that we can't really use the rewards for anything other than a trip. I mean, if we were getting cash back it would be very easy to say "We could use this money for a trip, but the house needs some work." This way, we are guaranteed a trip every year and we also like the perks such as the free photo, % off tours, early access to discount promotions before the general public, etc. It is the only credit card we own and we pay it off completely every month so we have never paid a penny in interest. Do I like the fee? Not really, but we will benefit far more from the extra rewards, so it is a small price to pay for more Disney fun.