I actually went from a 2009 E92 M3...so I was in the same boat as you. As far as the upgrade, for me it was a no-brainer. This car is more powerful (insane torque compared to the E92) and is much more comfortable. The Merino leather makes a difference versus the Novillo leather in the M3. Also, having a HUD, ventilated seats, and other premium options are nice. Oh, and finally, the rear seat passengers no longer hate me on longer trips