Races
Human
Dragonborn
Dwarf
Wood Elf
Halfling
Classes
Man-at-Arms
Rogue
Mage
I would leave cleric out and instead have some sort of divine template which you could ad to a class. Likewise, some of the other classes would be covered in similar ways. Things like rangers, bards, paladins, and warlords would become something akin to what 3.5 calls Prestige Classes.
The divine template could be taken at level 1 in exchange for trading out some of the other available options to your chosen class. As you gained more character points, you could then later choose to pick up more divine options. A man-at-arms who dabbles in some clerical ability might turn out similar to the current idea of a strength based cleric. A mage who trades out a lot of arcane options in favor of divine power would be a cloistered priest.
Also, I would give more coherent meaning to stats. Regardless of what initial class template you chose, melee damage would still be determined by strength. This would be balanced by the idea that the base classes are loose guidelines; yes, you do get a set of traits from them, but everyone would have the same freedom to branch out of that base class into things like the divine templates and prestige class options and stuff like that. I would attempt to find something of a middle ground between the idea of class and the concept behind many class-less systems.
Charisma would no longer be a core stat. It would be something you could purchase in a manner similar to feats. A man-at-arms with enough charisma would fill the role of a warlord. Charisma would be used -as it is now- to help influence others.
Skills would also become more important. Whether you would be swinging a sword, trying diplomacy, or casting a spell, it would all be handled via skills. The combat system and the skill system would be merged together.
Saves as we now know them would disappear. Instead, you could resist things by making attribute rolls. It would still work pretty much the same way; I'd just like to eliminate the added steps while also seeking my goal of giving ability scores actual meaning. Instead of making a fort save against poison, you might instead be required to roll against your constitution.
In addition to class and race choices, you would also have the choice to choose a cultural background which would grant certain skills (and perhaps abilities.)