Head coach Jamie Joseph sits in the Vodafone Wellington Lions coaching box for the final time when the team defends the Mike Gibson Memorial Trophy against Otago in Dunedin on Saturday night, kick-off 7.35pm.

Joseph, who played his ITM Cup rugby for Otago between 1989-1995, leaves the Lions camp to prepare the Highlanders for the 2011 Rebel Sport Super 15. Joseph took over the Lions' reins from Aussie McLean at the end of 2007 and coached the team to consecutive finals in 2008 and 2009 and to a Ranfurly Shield win over Auckland in September 2008. Assistant coach Andre Bell takes over from Joseph after this match.

Halfback Alby Mathewson, props John Schwalger and Jacob Ellison and flanker Mark Reddish all return to the Wellington Lions team in several changes to the playing 22 that played Counties Manukau at Westpac Stadium on Sunday.

Mathewson, who made his All Blacks Test debut last weekend against Australia, joins the Lions at halfback for his first ITM Cup match this year. Ruki Tipuna plays off the bench and Jared Kahu drops out of the 22.

Schwalger returns to loosehead prop after missing last week's Counties match with an injured knee, while 2009 skipper Ellison returns for the first time this season from a back injury to the reserves. Reg Goodes and Justin Va'a miss out for this pair.

At blindside flanker, Mark Reddish returns from a week on the sideline with an ankle injury, Api Naikatini starts off the bench and Masefau Leuluniu drops out.

In one change to the backline from round two, Charlie Ngatai trades places off the pine with Alapati Leuia at centre.

The Lions head to Carisbrook hoping to reverse the outcome of last Sunday's round two match against Counties Manukau, the Steelers winning 31-25. Otago will also be searching for their first win of 2010 after also going down to Counties and then writing another chapter in their luckless Ranfurly Shield history against Southland in round two, missing out 16-12.

Otago's narrrow loss to Southland followed on from their 23-19 defeat for the log ‘o wood when they last met the Wellington Lions in round one last year. Otago led the Lions for much of that game, before Wellington struck with two decisive late tries to lock Daniel Ramsay and winger Hosea Gear.

This saw the Lions also recapture the coveted Mike Gibson Memorial Trophy, played for in honour of the former Wellington and Otago midfielder, after Otago won this contest the last time they met in Dunedin in 2008. This was a 36-21 victory in the final round and was also notable for ending the Lions' unbeaten record in the 2008 round-robin series.

The previous year the Lions had accounted for Otago 68-7 in a nine tries to one flaying at home, hooker Dane Coles scoring two tries off the bench in his ITM Cup debut.

Overall, Wellington goes into Saturday's match with an 18-win, 15-loss and two-draw record in 35 ITM Cup/ NPC matches against Otago. Wellington won its first eight ITM Cup/NPC encounters with Otago between 1976 and 1983, but Otago beat Wellington in eight out of nine successive ITM Cup/NPC matches between 1990 and 1998. The other match was drawn.

Before the start of the ITM Cup/NPC era from 1976, the two unions had met on 72 occasions with Wellington winning 42 times, Otago 23 and with seven draws. In all they have met 110 times, with 62 wins for Wellington, 9 draws and 39 victories for Otago.

Prior to the Lions' loss on Sunday against Counties Manukau, Otago was the last side to beat Wellington in a regular season round-robin ITM Cup/ANZC match in Wellington, winning 26-10 in 2005.

Individually, Mike Clamp holds the Wellington record for most tries in all ITM Cup/NPC matches against Otago with six and Allan Hewson holds the Wellington record for the most points in all ITM Cup/NPC matches against Otago with 61.

No Wellington player since John Dougan in 1976 has dropped a goal in an ITM Cup/NPC match against Otago, while no Wellington player has scored a hat-trick of tries in an ITM Cup/ANZC match against Otago, although there have been 18 instances of a player scoring two tries.

The Vodafone Wellington Lions team to play Otago in round three of the 2010 ITM Cup is:

1. John Schwalger
2. Dane Coles
3. Neemia Tialata ©
4. Jeremy Thrush
5. Daniel Ramsay
6. Mark Reddish
7. Scott Fuglistaller
8. Faifili Levave
9. Alby Mathewson
10. Fa'atonu Fili
11. Hosea Gear
12. Shaun Treeby
13. Charlie Ngatai
14. Julian Savea
15. Apoua Stewart

16. Ged Robinson
17. Jacob Ellison
18. Api Naikatini
19. TJ Ioane
20. Ruki Tipuna
21. Hayden Cripps
22. Alapati Leuia