New Zealand coach Graham Henry has made seven changes to the team that beat Canada for the Tri-Nations clash with South Africa in Durban on Saturday.
And Henry admitted the decisions he had to make were not the easiest.
"We had a half a dozen places up for grabs and there was keen competition all down the line," Henry said.
"We believe we have made the right choices in a team that was notable for the fact that Mils Muliaina was preferred at full-back to Leon MacDonald, who is on the bench."
Aaron Mauger is in ahead of Luke McAlister, while the lock pairing is Greg Rawlinson - playing in the city of his birth - and Troy Flavell.
Hooker Anton Oliver is back while Carl Hayman and Tony Woodcock are beside him for the All Blacks' strongest front row.
Isaia Toeava comes back into midfield while Joe Rokocoko displaces Doug Howlett on the right wing.
New Zealand: Mils Muliaina, Joe Rokocoko, Isaia Toeava, Aaron Mauger, Sitiveni Sivivatu, Dan Carter, Byron Kelleher, Rodney So'oialo, Richie McCaw (captain), Jerry Collins, Greg Rawlinson, Troy Flavell, Carl Hayman, Anton Oliver, Tony Woodcock.
Replacements: Keven Mealamu, Neemia Tialata, Ross Filipo, Chris Masoe, Piri Weepu, Luke McAlister, Leon MacDonald.