Hayes was in the original selection with O'Callaghan named on the bench, alongside Munster teammate Ronan O'Gara, but the withdrawal of Malcolm O'Kelly (abdominal muscle) saw O'Callaghan promoted to the starting XV.
Scotland back-rower Simon Taylor (hamstring) was also forced out to be replaced by England's Martin Corry but the Lions management is confident Taylor and O'Kelly will be on Wednesday's flight to Auckland, insisting the decision to pull them out of the side to face Argentina was merely precautionary.
British and Irish Lions: Geordan Murphy (Leicester and Ireland), Denis Hickie (Leinster and Ireland), Ollie Smith (Leicester and England), Gordon D'Arcy (Leinster and Ireland), Shane Williams (Ospreys and Wales); Jonny Wilkinson (Newcastle and England), Gareth Cooper (Dragons and Wales); Michael Owen (Dragons and Wales), Captain, Lewis Moody (Leicester and England), Martin Corry (Leicester and England); Danny Grewcock (Bath and England), Donncha O'Callaghan (Munster and Ireland); John Hayes (Munster and Ireland), Shane Byrne (Leinster and Ireland), Graham Rowntree (Leicester and England)
Replacements: 16 Steve Thompson (Northampton and England), 17 Julian White (Leicester and England), 18 Ben Kay (Bath and England), 19 Lawrence Dallaglio (Wasps and England), 20 Chris Cusiter (Border and Scotland), 21 Ronan O'Gara (Munster and Ireland), 22 Shane Horgan (Leinster and Ireland)
Referee: Stuart Dickinson (Australia) Touch judges: Jo l Jutge (France), Christophe Berdos (France) Television match official: Eric Darri re (France)