Looking for a AWD, E320-4matic is the only AWD in a sedan that glides through snow like hot knife in butter. It's quiet, responsive, and luxurious. I wish I had heated seats, but for the money, I can add seat heaters for a couple of hundred dollars. The Nav is a bit awkward, but does work as expected.
Steering wheel, Bose sound system, size, ride, and turning radius.
Improved gas mileage and improved owner's manual. A little less plastic everything, a bit more like the solid finish of the 70's and 80's vintage. A few less buttons - more like the BMW's joy stick selector, making it easier for the driver to keep focused on the road.