Both Ireland and France have made the knockout stages but the clash in Cardiff is almost certain to send the losers into a quarter-final against champions New Zealand, with a likely last-eight game against Argentina awaiting the winners.
Toner lost his place to Henderson at the start of the tournament and the young Ulsterman was man-of-the-match against Italy last time out but the big lock is brought back in to add more height to the lineout and bulk to the pack.
British and Irish Lions prop Healy, who has only started one game in the tournament as he recovers from a neck injury, is preferred to Leinster team mate Jack McGrath and will be a key ball carrier against a physical French side.
While Payne returned to training this week from a bruised foot, Keith Earls stays at centre where last week he passed out Brian O'Driscoll as Ireland's record World Cup try scorer. Tommy Bowe and Dave Kearney are retained on the wings.
"It's a mix of the two," Ireland coach Joe Schmidt told a news conference on Friday on whether Payne was injured or just not picked, adding that it was a very tight call between Toner and Henderson.
"We thought Keith player pretty well last week. Jared got through training completely, but we think if we put him back in on Sunday, it would aggravate the foot. We are guaranteed a game next week and whatever game it is, we want to have a full squad."
Rob Kearney returns from a knock at fullback in the third change from the 16-9 win over Italy.
Team: 1-Cian Healy, 2-Rory Best, 3-Mike Ross, 4-Devin Toner, 5-Paul O'Connell, 6-Peter O'Mahony, 7-Sean O'Brien, 8-Jamie Heaslip; 9-Conor Murray, 10-Johnny Sexton, 11-Dave Kearney, 12-Robbie Henshaw, 13-Keith Earls, 14-Tommy Bowe, 15-Rob Kearney
Replacements: 16-Richardt Strauss, 17-Jack McGrath, 18-Nathan White, 19-Iain Henderson, 20-Chris Henry, 21-Eoin Reddan, 22-Ian Madigan 23-Luke Fitzgerald.
(Editing by Ed Osmond)
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