Upton, who moved from Wellington to the Bay of Plenty first as a loan player before making the shift permanent, will partner Chiefs captain Jono Gibbes in the second row against the Hurricanes, with Sean Hohneck moving to the bench.
Upton is just one of several changes to the side which played against the Reds 10 days ago, with coach Ian Foster looking to "freshen up" the forward pack with the front row in particular completely re-jigged.
Michael Collins starts at loosehead prop, Aleki Lutui comes in at hooker and Deacon Manu switches sides to tighthead. Scott Linklater drops to the bench and Ben Castle misses out on the 22 with Simms Davison the cover at prop.
Foster said there had been a focus on getting the Chiefs forward pack to be more physical, particularly at the breakdown. "It was an area that we felt disappointed in during the Reds game".
In the backline, flier Sitiveni Sivivatu is set to return at fullback, a position he last played with Counties-Manukau, after a long injury layoff following shoulder surgery.
Usual fullback Adrian Cashmore is unavailable as his wife is expecting their first child.
Chiefs: Sitiveni Sivivatu, Sosene Anesi, Mark Ranby, Keith Lowen, Sailosi Tagicakibau, David Hill, Byron Kelleher, Steven Bates, Marty Holah, Bernie Upton, Jono Gibbes (captain), Deacon Manu, Aleki Lutui, Michael Collins.
Reserves: Scott Linklater, Simms Davison, Sean Hohneck, Wayne Ormond, Kevin Senio, Stephen Donald, Grant McQuoid.