Payne comes in for Mossie Lawlor, new signing Storey replaces Mike Mullins in the centre, Prendergast starts at scrumhalf in place of Eoin Reddan and Ryan comes into the second row as Tom Hayes is injured.
However, this being Alan Gaffney's last opportunity to look at players before the season's first competitive fixture (away to Ospreys, Sept. 3) there is a good chance he will utilise his extensive bench during the game.
Newcastle beat Connacht 32-9, with an impressive second half display in particular, on the first leg of their Irish mini-tour and have named a strong side to face Munster tonight.
Jonny Wilkinson has been named to start in a strong-looking Falcons side that includes Wales' Colin Charvis, Samoan Epi Taione, New Zealander Mark Mayerhofler and the wonderfully named South African prop Marius Hurter.
Munster C Cullen; S Payne, J Storey, J Holland, A Horgan; P Burke, M Prendergast; G McIlwham, J Flannery, M Storey; D Ryan, T Hogan, S Keogh, D Leamy, J Williams capt.Replacements: M McPhail, M Mullins, R Henderson, M Lawlor, E Reddan, J O'Connor, S O'Connor, J Blaney, E McGovern.
J. Shaw, E. Taione, J. Noone, M. Mayerhofler, M. Stephenson, J. Wilkinson, J. Grindal, I. Peel, A. Long, M. Hurter, S. Grimes, C. Hamilton, M. McCarthy, C. Charvis, P. Dawson