Brian O'Driscoll will captain the British & Irish Lions for their second warm-up game against The Golden Lions on Wednesday.
Three players - Tommy Bowe, Jamie Roberts and David Wallace - retain their starting spots, though the latter is named at seven, with Leinster's Jamie Heaslip at eight.
Five more players will be making their Lions debut.
Rob Kearney, key to Ireland's Grand Slam run in the Spring, is handed the number 15 shirt, with Bowe and Ugo Monye on the wings.
O'Driscoll is named at centre alongside Roberts, with Stephen Jones and Mike Phillips replacing Ronan O'Gara and Mike Blair in the half backs.
Gethin Jenkins, Lee Mears and Phil Vickery form the front row, supported by locks Nathan Hines and Alun-Wyn Jones. The back row consists of Tom Croft, Wallace and Heaslip.
Stephen Ferris and Andy Powell, injury worries over the weekend, are included among the replacements as is late call-up James Hook.
"There are only three players backing up from that match but six of the replacements have been promoted to Wednesday's starting XV for the Golden Lions match. This is in line with our intention that all players will play a full match in the first three matches on tour," coach Ian McGeechan commented.
"The team has a very solid core with Brian O'Driscoll, Stephen Jones, David Wallace, Phil Vickery and Gethin Jenkins who are all very experienced internationals and previous Lions tourists.
"David Wallace now has the opportunity to play at openside flanker following his selection at No.8 against the Royal XV. Stephen Jones who was a replacement in the last match, but did not get a run, links up with his Welsh team-mate and scrumhalf Mike Phillips giving the team an experienced halfback combination.
"The team has trained well. We have worked on several key areas following the first match which has given us a base from which to keep developing our game."
British & Irish Lions XV v Golden Lions: Rob Kearney; Tommy Bowe, Brian O'Driscoll, Jamie Roberts, Ugo Monye; Stephen Jones, Mike Phillips; Gethin Jenkins, Lee Mears, Phil Vickery; Nathan Hines, Alun-Wyn Jones; Tom Croft, David Wallace, Jamie Heaslip.
Replacements: Ross Ford, Euan Murray, Stephen Ferris, Andy Powell, Harry Ellis, James Hook, Shane Williams.