Kyle Eastmond returns to the England midfield this Saturday, linking up with Manu Tuilagi for the third and final test against New Zealand, kick-off 08.35 BST.
Eastmond joins Bath Rugby teammate David Wilson in the starting XV, with hooker Rob Webber named on the bench.
Ben Youngs and Freddie Burns replace the injured Danny Care and Owen Farrell at half back while Eastmond comes in for Billy Twelvetrees in the centre, with Chris Ashton named on the wing.
There are three changes in the pack with Dylan Hartley, Courtney Lawes and Billy Vunipola taking over from Webber, Joe Launchbury and Ben Morgan respectively.
England Head Coach Stuart Lancaster said: "We want to finish the tour and the season on a high and we have a fantastic opportunity on Saturday. Our aim was to win a Test series and we are disappointed that we haven't but I am confident the players selected will go all out to achieve the win on Saturday.
"We have progressed as a squad during this tour and while there has been challenges with the end of season scheduling affecting selection it has been a great opportunity to work with a wider group of players and test many of them at the highest level in the build up to the World Cup."
England team to face New Zealand
15 Mike Brown (Harlequins, 28 caps)
14 Chris Ashton (Saracens, 38 caps)
13 Manusamoa Tuilagi (Leicester Tigers, 24 caps)
12 Kyle Eastmond (Bath Rugby, 3 caps)
11 Marland Yarde (London Irish, 4 caps)
10 Freddie Burns (Gloucester Rugby, 4 caps)
9 Ben Youngs (Leicester Tigers, 37 caps)
1 Joe Marler (Harlequins, 21 caps)
2 Dylan Hartley (Northampton Saints, 56 caps)
3 David Wilson (Bath Rugby, 36 caps)
4 Courtney Lawes (Northampton Saints, 31 caps)
5 Geoff Parling (Leicester Tigers, 21 caps)
6 Tom Wood (Northampton Saints, 29 caps)
7 Chris Robshaw (Harlequins, capt, 27 caps)
8 Billy Vunipola (Saracens, 9 caps)
16 Rob Webber Rob Webber (Bath Rugby, 7 caps)
17 Matt Mullan (London Wasps, 4 caps)
18 Kieran Brookes (Newcastle Falcons, 1 cap)
19 Joe Launchbury (London Wasps, 21 caps)
20 Ben Morgan (Gloucester Rugby, 22 caps)
21 Lee Dickson (Northampton Saints, 17 caps)
22 Danny Cipriani (Sale Sharks, 8 caps)
23 Luther Burrell (Northampton Saints, 6 caps)