Darren Cave returns to the Ulster side for their crucial Champions Cup game against Oyonnax at Kingspan Stadium on Saturday, but new Ireland captain Rory Best will be on the bench.
Cave has recovered from a shoulder injury and will feature for the first time since the start of December, with Stuart McCloskey rested after playing all 16 of Ulster's matches this season.
Best has minor back tightness and has not been able to train fully this week, so he has been left in reserve.
Rob Herring will deputise as both hooker and captain and Nick Williams returns at No 8.
Ruan Pienaar has been ruled out by illness, while Wiehahn Herbst has a foot injury, so Paul Marshall and Ricky Lutton come into the side at scrumhalf and tighthead prop respectively.
Herring and Lutton are joined in the front row by Kyle McCall, with Alan O'Connor and Franco van der Merwe continuing in the engine room.
Robbie Diack and Sean Reidy will again pack down either side of Williams in the back row.
Marshall is joined at half back by Paddy Jackson, with Cave and Luke Marshall combining in midfield.
The back three consists of Andrew Trimble, Craig Gilroy and Jared Payne, who will make his first home appearance of the season for Ulster.
Director of Rugby Les Kiss said the necessary bonus point to have any chance of qualification will be on the players' minds: "We know our best chance of going through will be by earning a bonus point victory so to give ourselves the best chance we need to play with accuracy and work hard for each other for 80 minutes.
"We're optimistic that we can get the job done and with the unpredictability of this competition, there's a real chance for us to go through. Hopefully there will be a good crowd at Kingspan and we can give them something to cheer about.”
Ulster team: Jared Payne; Andrew Trimble, Darren Cave, Luke Marshall, Craig Gilroy; Paddy Jackson, Paul Marshall; Kyle McCall, Rob Herring (capt), Ricky Lutton; Alan O'Connor, Franco van der Merwe; Robbie Diack, Sean Reidy, Nick Williams.
Replacements: Rory Best, Callum Black, Bronson Ross, Clive Ross, Roger Wilson, Dave Shanahan, Ian Humphreys, Rory Scholes.
Munster make two switches from the starting line-up that defeated Stade Francais for their meeting with Treviso on Sunday (kick-off 1pm Irish time).
John Ryan and Donnacha Ryan are introduced in the pack with John named at tight-head after it was confirmed earlier today that the prop will remain with the province until at least June 2019.
Munster's seven representatives that were included in Ireland's 6 Nations squad earlier this week are all named with James Cronin back in the match-day 23 after rehabbing an ankle ligament injury sustained against Leinster in December.
The other change to the front five sees Mark Chisholm makes way for Donnacha Ryan, with the Ireland international joining fellow Tipperary-lock Dave Foley in the second row.
The back row of Billy Holland, Tommy O'Donnell and Captain CJ Stander is unchanged.
There are no changes in the back-line. Conor Murray and Ian Keatley link up once again in the half-backs with Rory Scannell and Francis Saili pairing in midfield and a back three of Ronan O'Mahony, Keith Earls and Simon Zebo.
The full-back is now Munster's joint-leading try score, after he equalled Anthony Horgan's tally of 41 tries last weekend.
Munster: Simon Zebo; Keith Earls, Francis Saili, Rory Scannell, Ronan O'Mahony; Ian Keatley, Conor Murray; Dave Kilcoye, Mike Sherry, John Ryan; Dave Foley, Donnacha Ryan; Billy Holland, Tommy O'Donnell, CJ Stander Capt.
Replacements: Niall Scannell, James Cronin, Mario Sagario, Mark Chisholm, Robin Copeland, Jack O'Donoghue, Tomás O'Leary, Gerhard van den Heever.
Leinster head coach Leo Cullen has made 11 changes in total for their Champions Cup Pool 5 match against Wasps tomorrow in the Ricoh Arena.
Leinster are not in contention to make the quarter-finals but their opponents need a win to ensure their place in the last eight.
Only Zane Kirchner, Dave Kearney, Rhys Ruddock and Jordi Murphy are retained in the starting XV from the victory over Bath.
With Rob Kearney coming in to full back, Zane Kirchner moves to the right wing, while Dave Kearney continues on the left wing.
Noel Reid and Luke Fitzgerald come into the centre with Eoin Reddan and Johnny Sexton selected in the half backs.
All three front-row players named in the Irish squad announced on Wednesday are starting with Jack McGrath, Sean Cronin and Marty Moore all in the team.
Devin Toner and Rhys Ruddock take their places in the second row, while Dominic Ryan, Jordi Murphy and Jamie Heaslip complete the pack.
Leinster team: Rob Kearney, Zane Kirchner, Luke Fitzgerald, Noel Reid, Dave Kearney, Johnny Sexton (capt), Eoin Reddan. Jack McGrath, Sean Cronin, Marty Moore, Devin Toner, Rhys Ruddock, Dominic Ryan, Jordi Murphy, Jamie Heaslip .
Replacements: Richardt Strauss, Peter Dooley, Michael Bent, Ross Molony, Josh van der Flier, Isaac Boss, Cathal Marsh, Ben Te'o.
Pat Lam has made six changes to his Connacht side to face Enisei-STM in the final pool game of the European Challenge Cup at the Sportsground tomorrow (kick-off 3pm).
Ireland international centre Robbie Henshaw makes his first appearance since breaking a bone in his hand against Munster last November.
The three other Connacht players named in the Ireland 6 Nations squad this week are also included.
Nathan White returns to join Ultan Dillane in the pack while Kieran Marmion is back at scrum-half.
There is a new front row with the introduction of local players Denis Buckley and Dave Heffernan alongside White while Eoghan Masterson, named at No 8, allows captain John Muldoon to return to blindside flanker.
Lam said: "We know we will need a clinical and focused performance tomorrow that ensures we take our chances and scores.
“Enisei will be coming here with confidence following their defeats of both Brive and Newcastle in our pool. They are a big, physical side and can do some damage if they are given a chance. But it's up to us to take control of this game from the start.
"It's great to have some guys back from injury for what is a crucial game for us in terms of our European ambitions. We are really excited to be back at the Sportsground tomorrow and we are determined to give our loyal supporters something to cheer about."
Connacht: Tiernan O'Halloran; Danie Poolman, Robbie Henshaw, Bundee Aki, Matt Healy; AJ MacGinty, Kieran Marmion; Denis Buckley, Dave Heffernan, Nathan White; Ultan Dillane, Aly Muldowney; John Muldoon (captain), James Connolly, Eoghan Masterson.
Replacements: Tom McCartney, Finlay Bealham, Rodney Ah You, George Naoupu, Sean O'Brien, Caolin Blade, Jack Carty, Rory Parata.