Went through that same process in 2008..CLS63 vs E63....the back seat and overall high beltline of the CLS made me shy away as at the time I was dropping my kids off at school each day and the back seat arrangement did not work (they could only exit from the passenger side)..E63 interior seemed dated and boring....went out and ordered a loaded E70 4.8 and was happy...looking back I wished I had found an E63 wagon in the right combo....LOVE the stealth of a high powered wagon (though not the sexiest cars out there) like an E63, RS4/RS6 Avant....

I'd opt for the E63 and de-badge it....

__________________