Popli has scored 10 centuries for Bay of Plenty, with teammates Carter (five) and MacRury (four) next on the list.
Yorkshire pro Lees has made two centuries in three bats for the Bay with his first setting an all-time high score for the province of 223.
The Bay bowling will be led by Hampton and fellow ND strike bowler Tony Goodin with quality off-spin from Boult. Former NZ Under-19 opening bowler Sean Davey is in fine form with both bat and ball and has scored consecutive centuries for the Bay.
Captain Drysdale is the first Bay player to pass 2500 runs. He is delighted to have such a strong team to lead this weekend.
"For the first-class guys it is preparation for them going into their four-day Plunket Shield games so we need to make sure those guys prepare well," he said.
"The Bay side is a very good team to be at the helm of. My style I guess, is to take ideas from everyone and just use the best ones that resonate with me and what I think are best.
"It is great having guys like Daniel Flynn in the side but it is about getting buy-in from everyone regardless of whether they are international players, first class players, Bay of Plenty reps or club cricketers.
"It is a great team to captain because everyone in the team is passionate about the Bay and they want the Bay team to win."
The clash with Waikato Valley is the first time the two rivals have met in a two-day fixture since 2007.
Waikato Valley are the surprise package of this season's Fergus Hickey Rosebowl two-day competition. They lead by two points from Bay of Plenty with Hamilton four points further back.
This weekend's match is the fourth game in consecutive weekends for the Bay of Plenty players after two Hawke Cup defences and a Fergus Hickey game.
Bay of Plenty team v Waikato Valley
Peter Drysdale (capt), Daniel Flynn, Tom MacRury, Joe Carter, Alex Lees, Bharat Popli, Brett Hampton, Jono Boult, Sean Davey, Matt Golding, Tony Goodin, Chris Atkinson.