The Highlanders will be without co-captain Nasi Manu for Saturday's Super Rugby showdown with the Chiefs in Invercargill.
The loose forward sustained a shoulder injury in the lead up to last weekend’s win over the Western Force in Perth and is awaiting scan results.
Dan Pryor retains his place at the back of the scrum for what is going to be a crucial match for both teams heading into the final rounds of the competition.
Lock Mark Reddish suffered a hand injury last weekend and is replaced in the team by Tom Franklin. Joe Latta joins the reserves as lock cover.
Richard Buckman returns to the midfield in place of Shaun Treeby. Jason Emery completes the back reserves on the bench.
This will be the final home game for the Highlanders in 2015.
Ben Smith’s 100th Super Rugby match, played last weekend, will be recognised by local New Zealand Rugby Board Member Graham Cooney who will present a pounamu mere post-match.
Highlanders: 15 Ben Smith (c), 14 Waisake Naholo, 13 Malakai Fekitoa, 12 Richard Buckman, 11 Patrick Osborne, 10 Lima Sopoaga, 9 Aaron Smith, 8 Dan Pryor, 7 John Hardie, 6 Elliot Dixon, 5 Tom Franklin, 4 Alex Ainley, 3 Josh Hohneck, 2 Liam Coltman, 1 Brendon Edmonds.
Replacements: 16 Ash Dixon, 17 Daniel Lienert-Brown, 18 Ross Geldenhuys, 19 Joe Latta, 20 Gareth Evans, 21 Fumiaki Tanaka, 22 Marty Banks, 23 Jason Emery.
Date: Saturday 30th May
Venue: Rugby Park Stadium, Invercargill
Kick-off: 19:35 local, (07:35 GMT, 17:35 AEST, 09:35 SAST)
Referee: Nick Briant
Assistant referees: Shane McDermott, Mike Lash
TMO: Glenn Newman