In the forwards, hooker Liam Coltman makes his first start with both Andrew Hore and Brayden Mitchell on the injured list.
Josh Bekhuis returns to lock and Jarrad Hoeata moves to blindside flanker and Joe Wheeler moves to the bench.
In the backs, Ma'a Nonu will pull on the No 12 jersey after recovering from injury, while Phil Burleigh will provide impact from the reserves.
Jason Rutledge returns to the Highlanders as injury cover for Hore and Mitchell. Halfback Frae Wilson joins the reserves for the first time this season, while Brad Thorn will captain the team.
Highlanders: Ben Smith, Kade Poki, Jason Emery, Ma'a Nonu, Hosea Gear, Colin Slade, Aaron Smith; Elliot Dixon, John Hardie, Jarrad Hoeata, Josh Bekhuis, Brad Thorn (captain), Chris King, Liam Coltman, Tony Woodcock. Reserves: Jason Rutledge, Bronson Murray, Joe Wheeler, Tim Boys, Frae Wilson, Lima Sopoaga, Phil Burleigh