Martin Corry and Josh Lewsey are set to make their final appearances before retirement as the Barbarians take on Australia at the Sydney Football Stadium on Saturday.

Tour captain Corry, who led the side to victory against his former England team-mates at Twickenham last Sunday, has been named among the replacements.

On the wings, the Barbarians will field two players from England's 2003 World Cup-winning side in Lewsey and Iain Balshaw.

Australia Test flanker Phil Waugh will lead a star-studded team featuring countryman Rocky Elsom and controversial rugby league convert Sonny Bill Williams.

Waugh, who along with Elsom will join the Australia squad for their domestic Test campaign following the Baa Baas clash, will skipper the side that also includes former Australia half-back Chris Whitaker.

Waugh, a veteran of 77 Test appearances for his country, insisted he would not take the responsibility of leading the Baa Baas into battle lightly.

"It's a huge honour, it's obviously a very good team and it's a bit occasion so to be named captain is a huge honour and a huge responsibility as well," he said.

"It's a unique experience, the Wallabies versus the Barbarians, and I'm just excited to be a part of it."

The clash will feature several mouth-watering battles all over the park with Williams lining up against Australia captain Stirling Mortlock at outside centre, while Waugh will resume his battle with long-time team-mate and rival George Smith.

Elsom's naming at number eight and the decision to start Jerry Collins at blindside flanker sets up an intriguing duel with in-form Force enforcer Richard Brown and diminutive debutant Matt Hodgson, who will occupy Elsom's familiar number six shirt for the Wallabies.