Four of the five changes are in the forwards as Ulster head coach Dan McFarland strengthens his line-up for Friday’s European Challenge Cup semi-final against Leicester Tigers.
For the 8pm kick-off at Mattioli Woods Welford Road Stadium, Eric O’Sullivan and Martin Moore return to the front row following last week’s last-gasp Guinness PRO14 Rainbow Cup defeat to Connacht.
The pair link up with Rob Herring, supported by the experienced second row combination of Alan O’Connor and captain Iain Henderson.
Nick Timoney, who impressed during the Rainbow Cup opener, anchors a back row that also includes Matthew Rea and Jordi Murphy, who swaps in at openside flanker for Sean Reidy.
Jacob Stockdale, Robert Baloucoune and Ethan McIlroy feature together in an unchanged back-three, while the strong-carrying Stuart McCloskey is welcomed back in midfield, alongside James Hume.
Ireland pair Billy Burns and John Cooney continue as the province’s starting half-backs, with Cooney having scored 26 points in Ulster’s prior Challenge Cup wins away to Harlequins and Northampton Saints.
Providing the forward reinforcements from the bench are John Andrew, Andrew Warwick, Tom O’Toole, Kieran Treadwell and Reidy. Alby Mathewson, Michael Lowry and the fit-again Will Addison will offer back-line cover.
As the Ulstermen look to extend their enviable European record against Leicester – seven wins in 10 previous meetings – Henderson said: “A lot of time when you play English teams in Europe, everyone has got that extra physicality and competitive edge.
“We’ve looked at them quite a lot and their kicking game and around the maul where they will try to win penalties.
“They’ve got big ball carriers in the back row and we’ve got a few areas to fix up from last week so if we let (Jasper) Wiese, (Nemani) Nadolo or (Ellis) Genge get momentum, they will have a good day against us.
“We will be looking to fix that from last week and nullify those threats as a result.
“We try and prepare for every game as it is and prepare as if we are playing Leinster, Connacht or Glasgow, and that gives us a solid basis from there.”
ULSTER (v Leicester Tigers): Jacob Stockdale; Robert Baloucoune, James Hume, Stuart McCloskey, Ethan McIlroy; Billy Burns, John Cooney; Eric O’Sullivan, Rob Herring, Martin Moore, Alan O’Connor, Iain Henderson (capt), Matthew Rea, Jordi Murphy, Nick Timoney.
Replacements: John Andrew, Andrew Warwick, Tom O’Toole, Kieran Treadwell, Sean Reidy, Alby Mathewson, Michael Lowry, Will Addison.