It took me two-years-plus to "bite the bullet," but I finally gave in today and upgraded my no-fee Hilton HHonors American Express card to a "Surpass card" with $75 fee. I had analyzed this monthly for a couple of years and just didn't think it was worth it to spend $75 just to get 9X points instead of 6X for Hilton stays. (I was already getting "Gold" every year for spending $20K on the card per calendar year.) I am intrigued by the "Diamond" lure for $40K annual spend, which would not be a problem for me with MC or Visa, but since not all companies I deal with take Amex, it is going to be close. However, I finally "gave in" today, was quickly approved, and am going to try for the $40K annual spend. What finally motivated me was: (a) 50,000 HH points for a $3 K spend in the first 90 days, which is sweeter than they used to offer for upgrading from a no-fee Hilton card, I think; (b) Citi dropping the debit card program, which for me carried a $65 annual fee -- now the $75 Surpass fee will really only cost me an extra 10 bucks beyond what I had been spending; (c) and them making it clear one keeps his current Amex card number. They really had to work -- and wait -- to get $75 out of me, but they finally did!