Duane Vermeulen returns at No8, while tighthead prop Frans Malherbe will make his 50th appearance. Bongi Mbonambi starts ahead of Malcolm Marx, with Ox Nche replacing Trevor Nyakane at loosehead prop.
Jaden Hendrikse will start after replacing Faf de Klerk 40 seconds into the first Test, while Jesse Kriel is in for the suspended Kurt-Lee Arendse on the right wing.
Coach Jacques Nienaber welcomed 35-year-old Vermeulen back by saying he was an enforcer, both on attack and defence, who would be keen to make his mark against an old foe.
Nienaber said: "If you've played as many Test matches as Duane has, I don't think you can prepare for a game against the All Blacks any differently that you already have with that amount of experience.
"That's what Duane brings. It's nice to have him back."
Vermeulen is champing at the bit to be involved again.
"I would've loved to have played in Nelspruit. I grew up in Nelspruit…the atmosphere, the vibe, everything – even the halftime show was impressive.
"Sitting on the sidelines and watching the guys play, starting with the anthems and then the haka and everything, it gives you goosebumps, and you really want to get on the field and play.
"The passion is so much within…but luckily, I get an opportunity this weekend and I'm just going to give it my best," he said.
Vermeulen couldn't play in the Wales series in July while recovering from knee surgery and hasn't played for eight weeks.
"I'm just going to give my best and see how far I can push myself, and then we have replacements to take over.
"It's probably interesting coming back at altitude. It should be a difficult challenge, in a good way.
"We've worked had and well over the past few weeks and I just want to give back. I'll give it my all, even if it's just 40-50 minutes."
Vermeulen said stepping up to Test level was not an issue.
"Mentally, you're always switched on. It's international rugby, you have to be. You sit with the coaches, and you receive a lot of info to worth through – reviewing lineouts and plays.
"Being mentally switched on is probably the easiest part for me. You've been in the game for a number of years."
Vermeulen said he knew how well All Blacks' No8 Ardie Savea was playing.
"We play No8, but we play different styles, and the loose trio have a way of dealing with opponent's plays and what their loose trio has to offer.
"It's not just a one versus one battle, it's a team battle or otherwise I could've gone to play chess or something like that," he said.