North Harbour's Luke McAlister, who was only drafted into the squad on Monday because of injuries to Carter (shoulder) and inside centre Aaron Mauger (hamstring), will start at pivot with another late call-up, Otago's Nick Evans, coming on to the bench.
These changes come on top of those already forced by Carter and Mauger's absence.
Skipper Tana Umaga has taken over from Mauger at inside centre with Conrad Smith joining his captain in the midfield for his first game against the Lions.
All Blacks coach Graham Henry was also forced to reshuffle his forward pack on Thursday when openside flanker Richie McCaw was ruled out with a hamstring injury.
That means number eight Rodney So'oialo will shift to the openside with Sione Lauaki packing down at the back of the scrum.
Junior All Black Marty Holah has been called on to the bench.