Kieran Read will captain New Zealand in the absence of Richie McCaw in their final World Cup pool game against Tonga in Newcastle.
McCaw is not included in the matchday squad for Friday because of a sore hip, having limped off during the win over Georgia, with Sam Cane taking his place in the starting lineup.
Cane is one of six changes to the team, with starts for props Tony Woodcock and Owen Franks, who impressed off the bench last time out.
Brodie Retallick also gets a rest, with Luke Romano starting in his place, while in the backs Ma'a Nonu is fit again and comes in at inside centre for his 100th cap, while Nehe Milner-Skudder comes in for hat-trick hero Julian Savea, with Waisake Naholo switching wings.
There is also a place for Liam Messam on the bench, the flanker having finally recovered from injury to make his first appearance of the tournament, while Beauden Barrett is also back from a niggle to take the back-up fly-half role.
New Zealand: 15 Ben Smith, 14 Nehe Milner-Skudder, 13 Conrad Smith, 12 Ma'a Nonu, 11 Waisake Naholo, 10 Daniel Carter, 9 Aaron Smith, 8 Kieran Read (c), 7 Sam Cane, 6 Jerome Kaino, 5 Sam Whitelock, 4 Luke Romano, 3 Owen Franks, 2 Dane Coles, 1 Tony Woodcock.
Replacements: 16 Keven Mealamu, 17 Wyatt Crockett, 18 Ben Franks, 19 Brodie Retallick, 20 Liam Messam, 21 Tawera Kerr-Barlow, 22 Beauden Barrett, 23 Sonny Bill Williams
Date: Friday, October 9
Venue: St James' Park, Newcastle
Referee: John Lacey (Ireland)
Assistant referees: JP Doyle (England), Marius Mitrea (Italy)
Television match official: Graham Hughes (England)