But Johnson has resisted the temptation to recall Jonny Wilkinson to the starting XV to give him the chance of re-enacting his famous drop goal antics that wpon England the World Cup at the same ANZ Stadium in 2003.
Toby Flood remains at No 10 and Bath centre Shontayne Hape continues in the midfield alongside Mike Tindall after making last weekend. Leicester Tigers scrum half Youngs comes into the back line ahead of Danny Care, while Northampton Saints giant Lawes takes over from Shaw in the second row.
The only other change sees Delon Armitage take over from Mathew Tait on the bench after an impressive display in the midweek win over the Australian Barbarians..
England: Ben Foden, Mark Cueto, Mike Tindall, Shontayne Hape, Chris Ashton, Toby Flood, Ben Youngs, Tim Payne, Steve Thompson, Dan Cole, Courtney Lawes, Tom Palmer, Tom Croft, Lewis Moody (capt), Nick Easter.
Replacements: George Chuter, David Wilson, Simon Shaw, James Haskell, Danny Care, Jonny Wilkinson, Delon Armitage.