Uncapped Leicester second-row Ed Slater will captain England against seven-time Super Rugby champions the Crusaders in Christchurch on Tuesday.
Slater leads a side which includes 11 players with Test experience and featuring Danny Cipriani starting at fly-half.
Centre Kyle Eastmond is not part of the matchday 23, which could be an indication that he will be part of the squad for Saturday's third Test against New Zealand in Hamilton.
Jonny May, who started on the wing the first Test in Auckland, is amongst the replacements with Bath's Anthony Watson, Gloucester's Henry Trinder and Sale's Michael Paterson also set to make their senior debuts for England.
"This is a really important match for us in terms of the development of our squad," said England head coach Stuart Lancaster.
"We wanted this game to test ourselves against a top Super 15 side and with a large squad out here we are hoping to create opportunities for everyone to lay down a marker on this tour. We can see by how they have trained that they can't wait to pull on an England shirt tomorrow.
"Ed is a natural leader who has captained Leicester well and I am sure he will do the same with this England side.
"We are treating this like an additional Test and I know the Crusaders will be highly motivated to put in a good performance on the back of their Super 15 form."
Slater hopes a win over the Crusaders will give England a boost ahead of the final Test.
"We've been close in the last two Test games and guys are really eager to make their mark in this game. Our focus first and foremost is to play well as a team, but we definitely need to get that win."
England: 15 Alex Goode, 14 Ben Foden, 13 Henry Trinder, 12 Brad Barritt, 11 Anthony Watson, 10 Danny Cipriani, 9 Lee Dickson, 8 Tom Johnson, 7 Matt Kvesic, 6 James Haskell, 5 Dave Attwood, 4 Ed Slater (c), 3 Henry Thomas, 2 Joe Gray, 1 Alex Waller.
Replacements: 16 David Ward, 17 Nathan Catt, 18 Kyle Sinckler, 19 Michael Paterson, 20 Richard Wigglesworth, 21 Stephen Myler, 22 Jonny May, 23 Chris Pennell.
Date: Tuesday, June 17
Kick-off: 19:00 local (08:00 BST, 07:00 GMT)
Venue: AMI Stadium, Christchurch
Referee: Nigel Owens (Wales)
Assistant referees: Andrew Lees (Australia), James Leckie (Australia)
Television match official: George Ayoub (Australia)