Kyle Eastmond will win his third cap for England at inside centre in place of Billy Twelvetrees against New Zealand on Saturday.
British and Irish Lions Geoff Parling and Manusamoa Tuilagi are included while there is a return for London Wasps flanker James Haskell after a 12-month absence.
Seven players that started against Italy in the Six Nations are included in the XV - captain Chris Robshaw, Mike Brown, Danny Care, Joe Launchbury, Jonny May, Ben Morgan and David Wilson.
"We've had a good week's training in Auckland and have prepared well and are ready for the massive challenge ahead," said England head coach Stuart Lancaster.
"It doesn't get much bigger than playing New Zealand at Eden Park where they haven't lost in 20 years but those selected know what they have to do.
"Billy Twelvetrees is recovering well from his ankle injury and should be available for the 2nd Test and it's now a good opportunity for Kyle Eastmond to build on what he achieved in Argentina last year.
"It's great to welcome back Geoff Parling and James Haskell who have a lot of experience and equally it's a fantastic opportunity for Joe Gray and Chris Pennell, who have really impressed in training, should they come off the bench for their first caps.
"We've had lots of messages of support and I am sure the players will be giving their all at the start of this three Test series."
Scrum-half Care is reportedly a doubt for Test and will undergo a fitness test on Friday for his shoulder.
England: 15 Mike Brown, 14 Marland Yarde, 13 Manu Tuilagi, 12 Kyle Eastmond, 11 Jonny May, 10 Freddie Burns, 9 Danny Care, 8 Ben Morgan, 7 Chris Robshaw (c), 6 James Haskell, 5 Geoff Parling, 4 Joe Launchbury, 3 David Wilson, 2 Rob Webber, 1 Joe Marler
Replacements: 16 Joe Gray, 17 Matt Mullan, 18 Henry Thomas, 19 Dave Attwood, 20 Tom Johnson, 21 Ben Youngs, 22 Danny Cipriani, 23 Chris Pennell
Date: Saturday, June 7
Venue: Eden Park, Auckland
Kickoff: 19:35 (local, 07:35 GMT)
Referee: Nigel Owens (Wales)
Assistant Referees: Jaco Peyper (South Africa), JÃ©rÃ´me GarcÃ¨s (France)
TMO: George Ayoub (Australia)