Hi,
in-place upgrade will retain all of your data and settings but sometimes didn't work as expected
so in case you will be forced to migrate your existing data refer to these articles:
VMware KB: Moving the VMwarevCenter Server 4.x/5.x SQL database
VMware KB: Migrating the vCenter Server database from SQL Express to full SQL Server
VMware KB: Moving a vCenter Server Oracle database to another host server
VMware KB: Exporting/importing/restoring Distributed Switch configs using vSphere Web client
For just upgrade option see:
VMware KB: Upgrading to vCenter Server 5.5 best practices
Regards,
P.