Kyle Eastmond will win his third cap for England at inside centre in place of Billy Twelvetrees against New Zealand in Auckland.
British & Irish Lions Geoff Parling and Manusamoa Tuilagi are included while there is a return for Wasps flanker James Haskell after a 12-month absence.
Seven players who started against Italy in the Six Nations are included in the XV – captain Chris Robshaw, Mike Brown, Danny Care, Joe Launchbury, Jonny May, Ben Morgan and David Wilson.
Care is reportedly a doubt for Test and will undergo a fitness test on Friday for his shoulder.
England – 15 Mike Brown, 14 Marland Yarde, 13 Manu Tuilagi, 12 Kyle Eastmond, 11 Jonny May, 10 Freddie Burns, 9 Ben Youngs, 8 Ben Morgan, 7 Chris Robshaw (c), 6 James Haskell, 5 Geoff Parling, 4 Joe Launchbury, 3 David Wilson, 2 Rob Webber, 1 Joe Marler.
Subs: 16 Joe Gray, 17 Matt Mullan, 18 Henry Thomas, 19 Dave Attwood, 20 Tom Johnson, 21 Lee Dickson, 22 Danny Cipriani, 23 Chris Pennell.
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