Kay is in line to win his 59th international cap after being named among the replacements for the first of the two-Test series against Graham Henry's men.
Fellow Tigers Tom Croft and Tom Varndell, who was a late call-up from the England Saxons squad, will both have to wait until June 21 to have any chance of action after missing out this time around.
The England side shows 11 changes from their last Six Nations fixture against Ireland, while Sale prop Andrew Sheridan is the only survivor from the 2007 World Cup Final team.
London Irish wing Topsy Ojo will make his debut on the right wing, with Mike Tindall and Olly Barkley both returning in the centres. With Nick Easter having left the tour due to a fractured hand, Gloucester's Luke Narraway starts at No8 alongside Wasps duo Tom Rees and James Hakell.
England (vs New Zealand in Auckland, Saturday, June 14, 8.35am BST)
M Brown (Harlequins); T Ojo (London Irish), M Tindall (Gloucester), O Barkley (Bath), D Strettle (Harlequins); C Hodgson (Sale), R Wigglesworth (Sale); A Sheridan (Sale Sharks), L Mears (Bath), M Stevens (Bath), T Palmer (Wasps), S Borthwick (Bath, captain), J Haskell (Wasps), T Rees (Wasps), L Narraway (Gloucester).
Replacements: D Paice (London Irish), T Payne (Wasps), B Kay (Tigers), J Worsley (Wasps), D Care (Harlequins), J Noon (Newcastle), M Tait (Newcastle).
New Zealand:
M Muliaina (Chiefs); A Tuitavake (Blues), C Smith (Hurricanes), M Nonu (Hurricanes), S Sivivatu (Chiefs); D Carter (Crusaders), A Ellis (Crusaders); N Tialata (Hurricanes), A Hore (Hurricanes), G Somerville (Crusaders), B Thorn (Crusaders), A Williams (Crusaders), R So'oialo (Hurricanes), R McCaw (Crusaders, captain), J Kaino (Blues).
Replacements: K Mealamu (Blues), J Schwalger (Hurricanes), A Boric (Blues), S Lauaki (Chiefs), J Cowan (Highlanders), S Donald (Chiefs), L MacDonald (Crusaders).
