O’Driscoll was rested from the Lions’ 22-12 victory over the Queensland Reds on Saturday night and is one of 11 fresh faces in the starting side for the tourists’ third game Down Under.

The 34-year-old, who is visiting Australian shores for the last time, scored two tries in the Lions’ 69-17 rout over Western Force last Wednesday and will be out to further strengthen his claim for the opening Test on June 22.

It will be Hunter fans first and last chance to watch one of the world’s great centres and former Irish and Lions captain in action.

Stuart Hogg moves from fullback to fly-half, Dan Cole starts at tight head prop and James Heaslip gets the nod at No.8.

Replacement props Alex Corbisiero (loose head) and Ryan Grant will make their first appearance on tour.

The Lions arrive in Newcastle on Monday.

Lions: 1 Alex Corbisiero, 2 Richard Hibbard, 3 Dan Cole, 4 Richie Gray, 5 Ian Evans, 6 Sean O'Brien, 7 Justin Tipuric, 8 James Heaslip, 9 Conor Murray,  10 Stuart Hogg, 11 George North,  12 Jamie Roberts, 13 Brian O’Driscoll, 14 Alex Cuthbert,  15 Sean Maitland. Res: 16 Rory Best, 17 Ryan Grant, 18 Matt Stevens, 19 Alun Wyn Jones, 20 Toby Faletau 21 Mike Phillips, 22 Jonathan Davies, 23 Leigh Halfpenny