We upgraded, in spite of our reluctance to have a card with an annual fee. But we sat down and actually did the math, and we'll earn much more in points than the fee, so we decided to do it.
This is because we use our card to pay for everything - essentially we use it like a debit card. We pay bills, food, gas, groceries, etc. There is not a single thing that we pay for that we don't use that card (with the exception of our mortgage, and that's only because they won't take credit cards). Then we pay it off in full every two weeks. By doing this, we never pay interest, and we get points for nearly every single thing we buy. You would be amazed how quickly the points add up! We're especially excited about the 5% back for 3 months - we've been counting the points gleefully with every gas fill up and grocery run!
Without this card, we wouldn't have been able to make as many trips as we have - it has literally saved us thousands of dollars since we started using it.