The 82-times capped Mils Muliaina returns in place of the injured Israel Dagg at full back, Zac Guildford comes in for Joe Rokocoko on the wing and fit-again Richard Kahui takes over from Conrad Smith in the centre.
Up front, Tony Woodcock and Neemia Tialata replace the Franks brothers, Ben and Owen, at prop, Tom Donnelly replaces the injured Anthony Boric and Jerome Kaino returns at the expense of Victor Vito.
If carter is ruled out then Henry says he has complete faith in his young understudy, Aaron Cruden, who won his first cap as a replacement in Dunedin last weekend.
"He's a remarkable young kid. He's only 21 and he runs the ship superbly - I don't know anyone better, at his age, at running a team," said Henry.
"I coached Grant Fox for quite a long time and he's probably an equivalent at the same age. He's a very good navigator for a young person."
New Zealand: Mils Muliaina (Chiefs); Cory Jane (Hurricanes), Richard Kahui (Chiefs), Benson Stanley (Blues), Zac Guildford (Crusaders); Daniel Carter (Crusaders), Jimmy Cowan (Highlanders); Tony Woodcock (Blues), Keven Mealamu (Blues), Neemia Tialata (Hurricanes), Brad Thorn (Crusaders), Tom Donnelly (Highlanders), Jerome Kaino (Blues), Richie McCaw (Crusaders), Kieran Read (Crusaders).
Replacements: Aled de Malmanche (Chiefs), Owen Franks (Crusaders), Sam Whitelock (Crusaders), Adam Thomson (Highlanders), Piri Weepu (Hurricanes); Aaron Cruden (Hurricanes), Rene Ranger (Blues).