The Chiefs lock Brodie Retallick is out for at least four weeks of Super Rugby after injuring his left shoulder.
The 23-year-old All Blacks star is having an injury-plagued season - Retallick only returned to action at the start of the month after a long lay-off from an injury to the other shoulder, suffered in February.
Michael Fitzgerald starts instead for the Chiefs against the Rebels in Melbourne on Saturday night.
In all, Chiefs coach Dave Rennie has made six changes to his starting side.
Andrew Horrell puts on the playmaker's No.10 jersey, while last week's fill-in for Aaron Cruden, Marty McKenzie, can't even make the bench - despite an impressive performance against the Western Force.
Captain Liam Messam returns at blindside flanker, while props Pauliasi Manu and Ben Tameifuna come into the front row.
James Lowe comes onto the left wing, with Tim Nanai-Williams moving to the right wing.
Siate Tokolahi, Johan Bardoul and Bryce Heem shift onto the bench, and are joined by prop Jamie Mackintosh and lock Michael Allardice.
Chiefs:
1. Pauliasi Manu
2. Hika Elliot
3. Ben Tameifuna
4. Matt Symons
5. Michael Fitzgerald
6. Liam Messam (c)
7. Sam Cane
8. Michael Leitch
9. Brad Weber
10. Andrew Horrell
11. James Lowe
12. Sonny Bill Williams
13. Charlie Ngatai
14. Tim Nanai-Williams
15. Tom Marshall
16. Quentin MacDonald
17. Siate Tokolahi
18. Jamie Mackintosh
19. Michael Allardice
20. Johan Bardoul
21. Augustine Pulu
22. Damian McKenzie
23. Bryce Heem