 We decided we needed seating for 6-7, but didn't want an SUV.  That left the E series and the Volvo V70.  The E350 is beautiful, well-appointed and comfortable/luxurious.  The suspension and steering, however, are softer than they should be, especially if you are used to driving a BMW with sports suspension (or even an Audi).  The Volvo V70 R was sportier in power and handling, and had WAY better front seats (the most comfortable seats I have ever sat in, in fact), but was too stark/dark in the cockpit.  Probably, upgrading to the E55 Wagon solves the problem, but for $35k more, that's insane.  Come on Mercedes, make it handle more like a German driving machine!