In what his likely to be his final appearance in a Lions jersey, the Ospreys will figure at No. 14 in a side that shows eight changes, one of them positional, from the team that lost 28-25 to the Springboks last weekend.
Martyn Williams, Andrew Sheridan and Joe Worsley all start a Test for the Lions for the first time.
There are five Wales players in the side — Mike Phillips, Stephen Jones, Matthew Rees and the two Williamses — while Tommy Bowe has been picked in the centre.
Ospreys James Hook and Alun Wyn Jones are named on the bench.
The selection was affected by multiple injuries.
Lions: R. Kearney; U. Monye, T. Bowe, R. Flutey, S. Williams; S. Jones, M. Phillips; A. Sheridan, M. Rees, P. Vickery, S. Shaw, P. O'Connell, J. Worsley, J. Heaslip, M. Williams. Reps: R. Ford, J. Hayes, A. W. Jones, D. Wallace, T. Croft, H. Ellis, J. Hook.