Leinster full-back Kearney has not played since last year's autumn international against New Zealand when he sustained a knee injury.
O'Leary, the Munster scrum-half, made his last Ireland appearance against France in February before also being ruled out for the remainder of the season with an eye problem.
He joins Leinster's Jonathan Sexton at half-back in what should be Ireland's first choice combination for the World Cup.
Jerry Flannery's long battle with a calf injury looks over after the Munster hooker was named on the bench.
Ireland team: R Kearney (Leinster); A Trimble (Ulster), F McFadden (Leinster), P Wallace (Ulster), L Fitzgerald (Leinster); J Sexton
(Leinster), T O'Leary (Munster); T Court (Ulster), S Cronin (Leinster), T Buckley (Sale), D Ryan (Munster), L Cullen (Leinster, capt), M McCarthy (Connacht), N Ronan (Munster), D Leamy (Munster).
Replacements: J Flannery (Munster), M Horan (Munster), J Hayes (Munster), M O'Driscoll (Munster), K McLaughlin (Leinster), I Boss (Leinster), F Jones (Munster).
Gilbert has released a new line of rugby cleats. The Gilbert Virtuo 8S is part of the exciting new product. Check it out.
The entire All Blacks apparel line has been updated for 2013/14. Check out the New Zealand All Blacks polo.
The Nike Tiempo is a solid rugby cleat and one of few styles still made from full-grain natural leather.
The Gilbert Blitz 8S rugby cleat is a great cleat at a great price of $69.99. Get a new pair of cleats today.
A cool looking all black rugby cleat with the high performance adidas is known for. Get in the Gear!
Wear the crest of the British and Irish Lions on your t-shirt. A great look for the summer.
The All Blacks Performance t-shirt is black with hints of blue from the training jersey. Very Cool.
The New Zealand All Blacks training jersey for 2013/14. Get in the Gear!
The USA Rugby Pro Alternate rugby jersey is perfect for any fan of the Eagles. Get yours to wear during the summer Test matches.
The NEW All Blacks 2013/14 jersey has arrived at World Rugby Shop. Dare to wear the colors of the All Blacks.