Funnily enough, both of them are available for VS2008 as well (although they're not shipped with VS2008) so if that's the only reason, you don't need to pay for

Funnily enough, both of them are available for VS2008 as well (although they're not shipped with VS2008) so if that's the only reason, you don't need to pay for the upgrade. I would mention .NET 4 / C# 4, improved intellisense, multi-display support. I suppose the enterprise types will appreciate the new UML tools as well, personally however I try to stay away as far from UML as possible.