I'm facing this same decision about upgrading/downgrading/cancelling my Gold Delta AMEX and was hoping for some advice.

1) I have another AMEX card. Since the Delta account is not my only one, cancelling it shouldn't affect my credit score too much because the oldest dated account will be my other AMEX.

2) I'd rather not lose the credit line as that will surely impact my score, but I don't use this card at all anymore so I really don't see the justification of spending $95 on an annual fee.

3) The upgrade offer is pretty measly at only 5,000 miles, so that doesn't seem worth the $150 fee at all.

Advice?