It won't be that tough to justify the payroll, IMO.
C: I see Tek coming back, but for less money = +3M
1B: Youk's 2nd arb year = -3M
2B: Dustin still @ minimum
SS: Jed @ min
3B: Lowell @ same
RF: JD @ same
CF: JE @ min
LF: Manny - Bay = +11M
BN: Cash @ min replaced by Brown / Kottaras @ min
BN: Lugo @ same, so long Cora = +2M (this is how good you have to be to make $2M?)
BN: Corner IF, maybe Casey, maybe other, let's call it a wash
BN: Coco @ same
SP: Beckett @ same
SP: Lester @ min
SP: Matsuzaka @ same
SP: Wake @ same
SP: ______________ fill in blank, see below
RP: Papelbon's first arb = -3M
RP: Okajima @ club option = -0.5M
RP: MDC @ min
RP: Aardsma @ min
Curt Schilling = +8M
Add up all the +/- and they have $17.5M to reach this year's level, with only a need for "fill in the blank" and another reliever or two. Also, keep in mind that the soft cap (the salary penalty level) moves out to approx $165M this year).
How do we fill in the blank? Internal options will be Masterson, Buchholz, or Bowden. There is a case to start all 3 in AAA, there is a case for each to earn a spot in ST, there is a case to have all start in AAA as depth and bring in a Ben Sheets. Given the money freeing up and the fact that I think all 3 pitchers could use a little more time to develop, I think I chose the latter option.
EDIT: That number may come down some. Lester and Pedroia are likely to qualify as a "Super-Two" and earn arb next year.