Sporting a pacy backline, the New Zealanders will play Doug Howlett at full-back - his first start in that position since 2004 - and has picked cousins Joe Rokocoko and Sitiveni Sivivatu on the wings.
Howlett replaces Leon Macdonald, who has returned home with a hip injury, while Rokocoko comes in for Rico Gear, who drops to the bench.
Aaron Mauger returns from a groin strain to replace Luke McAlister at centre while at scrum-half, Jimmy Cowan gets his first start after eight appearances from the bench, replacing Piri Weepu.
The All Blacks have also significantly strengthened their pack, with Rodney So'oialo and Jerry Collins joining captain Richie McCaw in the back row.
Chris Masoe and Reuben Thorne miss out, having returned to New Zealand with injuries.
Chris Jack comes into the side in place of Greg Rawlinson at lock, and will take his place despite missing two days of training with a mystery virus he picked up over the weekend.
A new-look front row comprises props Tony Woodcock and Carl Hayman, who has recovered from the blow to the head he received against Australia, while Andrew Hore gets a start at hooker.
Hayman replaces Greg Somerville, who tore his Achilles last weekend, while Hore and Woodcock come in for Anton Oliver and Neemia Tialata respectively.
New Zealand are searching for their 16th consecutive win under coach Henry.
New Zealand: Doug Howlett; Joe Rokocoko, Mils Muliaina, Aaron Mauger, Sitiveni Sivivatu; Dan Carter, Jimmy Cowan; Tony Woodcock, Andrew Hore, Carl Hayman, Chris Jack, Ali Williams, Jerry Collins, Richie McCaw (capt), Rodney So'oialo.
Replacements: Anton Oliver, Neemia Tialata, Jason Eaton, Marty Holah, Byron Kelleher, Luke McAlister, Rico Gear.