O'Leary made his debut a fortnight ago against Llanelli Scarlets and came off the bench last weekend against Connacht as a wing replacement for the injured Ian Dowling in the 46th minute.
Payne missed the last two games with a neck injury and his place was filled at full-back by Barry Murphy whose impressive form in Payne's absence means he remains in the match 22.
Alan Quinlan, forced to withdraw from the side last Saturday returns to the blindside berth while Denis Leamy retains the number 7 shirt he donned when an ankle injury forced David Wallace out of the game at The Sportsground.
In all Declan Kidney makes four changes from the side that defeated Connacht, Payne for Murphy at full-back, Pitout for Ian Dowling on the wing, O'Leary for the injured Stringer and Quinaln for Stephen Keogh in the back-row.
With no Celtic League for Munster next weekend, the Leinster game is the final opportunity for Kidney to run the rule over his players ahead of the Heineken Cup opener against Sale Sharks.
Munster: Shaun Payne; John Kelly, Gary Connolly, Trevor Halstead, Anthon Pitout; Ronan O'Gara, Tomas O'Leary; Marcus Horan, Frank Sheahan, John Hayes; Donncha O'Callaghan, Mick O'Driscoll; Alan Quinlan, Denis Leamy, Anthony Foley capt.
Replacements: Jerry Flannery, Federico Pucciarello, Trevor Hogan, David Wallace, Frank Murphy, Paul Burke, Barry Murphy.
Referee: Simon McDowell.