The game will be Payne's debut for Ireland.
Tommy Bowe and Simon Zebo are on the wings while Rob Kearney has recovered from injury and is at full back.
Sexton and Murray play together in the half backs.
As expected Jack McGrath, Sean Cronin and Mike Ross form the front row while Captain Paul O'Connell and Devin Toner are in the second row.
In the back row it's O'Mahony, Henry and Heaslip.
Gordon D'Arcy not only misses out on the starting fifteen but isn't is the squad either.
The replacements include Strauss, Kilcoyne, Ah You, Mc Carthy, Ruddock, Reddan, Madigan and Jones.
Ireland XV (v South Africa, Aviva, Saturday, 5:30pm); 15. Rob Kearney, 14. Tommy Bowe, 13. Jared Payne, 12. Robbie Henshaw, 11. Simon Zebo, 10. Jonathan Sexton, 9. Conor Murray, 1. Jack McGrath, 2. Sean Cronin, 3. Mike Ross, 4. Devin Toner, 5. Paul O'Connell (capt), 6. Peter O'Mahony, 7. Chris Henry, 8. Jamie Heaslip.
Replacements: 16. Richardt Strauss, 17. Dave Kilcoyne, 18. Rodney Ah You, 19. Mike McCarthy, 20. Rhys Ruddock, 21. Eoin Reddan, 22. Ian Madigan, 23. Felix Jones.
