By Simon Hunter
In their final appearances for Ulster, Number 8 Roger Wilson and scrum-half Ruan Pienaar will share the captaincy at home to the world-famous Barbarians.
In the pack, Pete Browne, Mattie Rea and Clive Ross come in for Kieran Treadwell, Robbie Diack and Sean Reidy.
The front row of Andy Warwick, Rob Herring and Rodney Ah You continues, with Alan O'Connor in the second row.
Brett Herron will start at fly-half, with Stuart McCloskey and Craig Gilroy also in the backline.
Youngsters Callum Patterson (Ballymena RFC) and Mark Keane (Instonians RFC) have been given opportunities at outside centre and on the right wing respectively.
At the other end of the spectrum of experience, Roger Wilson has been chatting to Q Radio Sport about his memories with the province.
In the lineup for the visitors, are Ireland's Ian Madigan and Mike Ross.
They'll be hoping for a better showing at Kingspan Stadium, than their 28-14 defeat against England at Twickenham on Sunday.
Coach Vern Cotter also fields what may be the biggest pack in the club's 127-year history, weighing in at a combined 945kg.
This is the first meeting between the sides since 1957.
Cotter said: "This is a very competitive and experienced group of Barbarians players and they felt they left a few tries out there at Twickenham.
"They are determined to impress against Ulster at the Kingspan Stadium and to live up to everything that goes with representing this historic club."
Ulster v Barbarians
Thursday June 1
(15-9) Peter Nelson, Mark Keane, Callum Patterson, Stuart McCloskey, Craig Gilroy, Brett Herron, Ruan Pienaar (Joint Captain)
(1-8) Andy Warwick, Rob Herring, Rodney Ah You, Alan O'Connor, Peter Browne, Matthew Rea, Clive Ross, Roger Wilson (Joint Captain)
Replacements (16-24): John Andrew, Kyle McCall, Ross Kane, Stephen Mulholland, Chris Henry, Paul Marshall, Dave Shanahan, Callum Smith, Ricky Lutton
(15-9) Alex Goode (Saracens & England), David Smith (Castres), Waisea Nayacalevu (Stade Francais & Fiji), Robbie Fruean (Bath Rugby), Horacio Agulla (Castres & Argentina), Ian Madigan (Bordeaux Begles & Ireland), Rory Kockott (Castres & France)
(1-8) Chris King (Pau), Corey Flynn (Star RFC & New Zealand), Mike Ross (Leinster & Ireland), Paul Willemse (Montpellier), Patricio Albacete (Toulouse & Argentina), Joe Tekori (Toulouse & Samoa), Thierry Dusautoir (Toulouse & France, captain), Facundo Isa (Lyon & Argentina)
Replacements (16-23): Richard Hibbard (Gloucester & Wales), Vincent Pelo (La Rochelle & France), Census Johnston (Toulouse & Samoa), Jeremy Thrush (Gloucester & New Zealand), Chris Masoe (Racing Metro & New Zealand), Kahn Fotuali'i (Bath Rugby & Samoa), Brock James (La Rochelle), Jean-Marcellin Buttin (Bordeaux-Begles & France)