Generally speaking, a counter offer is usually based around a pay increase. And you have to ask yourself "is $XXXX dollars going to solve the issues I have with this company or my job?"
If it does solve the issue, then great. But if you take a 5 -10% increase and you hate your boss, do you think he/she will change their personality? Probably not. But if it is a commute issue, and that 5-10% covers the time lost in the car or on the train, then that increase can make the difference. Although, wouldn't it have been easier just to ask for a raise?