Head coach Ian McGeechan has also made four changes to his replacements bench as he goes in search of the victory that will keep the three-Test Castle Lager series alive.
The changes are as follows:
OUT go Lee Byrne, Ugo Monye, Alun-Wyn Jones, Phil Vickery and Lee Mears
IN come Rob Kearney, Luke Fitzgerald, Simon Shaw, Adam Jones and Matthew Rees
Changes among the replacements see Ross ford, Andrew Sheridan and Shane Williams drafted in and Alun-Wyn Jones drop down from the first Test starting XV to replace Donncha O'Callaghan.
Shaw will become one of the oldest players to play for the Lions in a Test side at 35 years and 9 months. The oldest is Neil Back, who played against New Zealand in 2005 at 36 years and 5 months.
Saturday's game in Pretoria will be his 16th appearance for the Lions since making his debut against an Eastern Province Invitation XV in the first game of the 1997 tour. He will be one of three Lions making their starting debuts, joining the Leinster and Ireland duo of Rob Kearney and Luke Fitzgerald.
Grand Slam champions Ireland supply seven players to the side, which will be their biggest representation for 62 Lions Tests stretching back to the third Test in South Africa in 1938. On that occasion there were eight Irishmen in a side that beat the Springboks 21-16 in Cape Town.
The all-Welsh front row that finished the first Test - Gethin Jenkins, Matthew Rees and Adam Jones - will become the third front row from one country to start a Test match for the Lions. I
n 1955, it was another all-Welsh combination, Billy Williams, Bryn Meredith and Courtenay Meredith, that played in all four Tests in South Africa. They were followed in the second Test in 1968 by an all-English combination of Mike Coulman, John Pullin and Tony Horton.
British & Irish Lions (vs South Africa, 2nd Test)
15. Rob Kearney (Leinster / Ireland)
14. Tommy Bowe (Ospreys / Ireland)
13. Brian O'Driscoll (Leinster / Ireland)
12. Jamie Roberts (Cardiff Blues / Wales)
11. Luke Fitzgerald (Leinster / Ireland)
10. Stephen Jones (Scarlets / Wales)
9. Mike Phillips (Ospreys / Wales)
8. Jamie Heaslip (Leinster / Ireland)
7. David Wallace (Munster / Ireland)
6. Tom Croft (Leicester Tigers / England)
5. Paul O'Connell (Munster / Ireland) Captain
4. Simon Shaw (London Wasps / England)
3. Adam Jones (Ospreys / Wales)
2. Matthew Rees (Scarlets / Wales)
1. Gethin Jenkins (Cardiff Blues/Wales)
16. Ross Ford (Edinburgh / Scotland)
17. Andrew Sheridan (Sale Sharks /England)
18. Alun Wyn Jones (Ospreys / Wales)
19. Martyn Williams (Cardiff Blues/Wales)
20. Harry Ellis (Leicester Tigers/England)
21. Ronan O'Gara (Munster/Ireland)
22. Shane Williams (Ospreys / Wales)