Ronan O'Gara will skipper the side in O'Connell's absence and he and his half back partner Peter Stringer are all set to come face to face with Welsh international rivals Stephen Jones and Dwayne Peel.
Jones is almost certain to be given the go ahead to start the game despite fracturing his thumb just under three weeks ago. The Scarlets are seeking medical clearance for their skipper to start the game by Wednesday morning.
The absence of Payne will mean former All Black legend Christian Cullen is likely to fill the fullback berth nearly a decade on from his first appearance at Stradey Park.
On that occasion he tore the Scarlets to shreds as he ran in four of the tourists' thirteen tries in an 81-3 victory that shook Stradey to its core. Jones is the only survivor in the home side from that grim night, although Chris Wyatt is now a teammate of Cullen's at Munster.
While Jones will have an insight into the danger Cullen can pose, his teammate Regan King has more recent knowledge of the man who notched forty-six Test tries for the All Blacks.
"When I was coming through the age groups in New Zealand I wanted to be a fullback and I modelled my game on Christian Cullen. He is right up there with the greatest ever All Blacks," said King.
"He had blinding pace at his peak and was immensely powerful. He would be my number one fullback and the way he can hit the line marks him apart from everyone else.
"He may have suffered a number of injuries in recent years, but even at 75% he is still a great player and someone we will have to watch very closely."
King's form in the Pool stages of the Heineken Cup earned him a place in the Planet Rugby World XV and his midfield battle with former Springbok centre Trevor Halstead is likely to be crucial in deciding who moves into a semi-final against either Leicester Tigers or Stade Francais Paris.
"Last year Trevor was very much the go to player for Munster. Nine times out of ten he made a break and we are going to have to watch him like a hawk," admitted King.
"We may have won six out of six in the Pool stages, but those victories are in the back of our minds now. It is one-off football from here on in and we will have to be at the top of our game to beat Munster."
Backs: C Cullen, B Carney, I Dowling, A Horgan, T Halstead, E Hickey, J Kelly, L Mafi, B Murphy, J Manning, R O'Gara (Capt), T O'Leary, P Stringer
Forwards: T Buckley, J Flannery, A Foley, M Horan, J Hayes, D Leamy, D O'Callaghan, M O'Driscoll, J O'Sullivan, F Pucciarello, A Quinlan, D Ryan, F Sheehan, C Wyatt, D Wallace