Toulon have handed centre Ma'a Nonu his Champions Cup debut in their pool clash with Leinster at Stade Felix Mayol on Sunday.
The All Black lines up alongside Mathieu Bastareaud in midfield as Matt Giteau continues in the fly-half position for a must-win fixture.
Steffon Armitage returns on the openside flank after being on the bench last week in the Top 14 and is joined in the back-row by Mamuka Gorgodze and Duane Vermeulen, with Samu Manoa and Romain Taofifenua the locks.
Meanwhile, Leinster have made a number of changes to the team that played against Ulster in the RDS two weeks ago.
In the backs Fergus McFadden, Rob Kearney and Isaac Boss come in while in the pack it's a completely new front-row.
Kearney starts at full-back for only his second game this season for the province since starting against Scarlets in the PRO12 in early November. Fergus McFadden and captain Isa Nacewa have scored 81 points between them this season including four tries and start on the right and left wing respectively.
Luke Fitzgerald and Ben Te'o start in the centre with Isaac Boss partnering Johnny Sexton in the half-backs.
Up front it's as you were in the back-row with Rhys Ruddock, Josh van der Flier and Jamie Heaslip named to start. It will be van der Flier's first start for Leinster in the Champions Cup having impressed off the bench against Bath in Round 2, scoring a try in the process, and when starting against Ulster last time out in the PRO12.
The second-row is also unchanged from the Ulster game with Devin Toner partnering Mike McCarthy who makes his 59th appearance for Leinster but 299th senior club appearance in total.
Finally the front-row sees a new combination of Cian Healy, Richardt Strauss and Mike Ross line up against the reigning European champions.
Toulon: 15 Delon Armitage, 14 Bryan Habana, 13 Mathieu Bastareaud, 12 Ma'a Nonu, 11 Drew Mitchell, 10 Matt Giteau, 9 Eric Escande, 8 Duane Vermeulen, 7 Steffon Armitage, 6 Mamuka Gorgodze, 5 Romain Taofifenua, 4 Samu Manoa, 3 Matt Stevens, 2 Guilhem Guirado, 1 Florian Fresia.
Replacements: 16 Anthony Etrillard, 17 Xavier Chiocci, 18 Levan Chilachava, 19 Juan Smith, 20 Tom Taylor, 21 Maxime Mermoz, 22 Anthony Meric, 23 Jocelino Suta.
Leinster: 15 Rob Kearney, 14 Fergus McFadden, 13 Ben Te'o, 12 Luke Fitzgerald, 11 Isa Nacewa (c), 10 Johnny Sexton, 9 Isaac Boss, 8 Jamie Heaslip, 7 Josh van der Flier, 6 Rhys Ruddock, 5 Mike McCarthy, 4 Devin Toner, 3 Mike Ross, 2 Richardt Strauss, 1 Cian Healy.
Replacements: 16 Sean Cronin, 17 Jack McGrath, 18 Marty Moore, 19 Tom Denton, 20 Jordi Murphy, 21 Eoin Reddan, 22 Ian Madigan, 23 Dave Kearney.
Date: Sunday, December 13
Venue: Stade Mayol
Kick-off: 16:15 local (15:15 GMT)
Referee: Nigel Owens (Wales)
Assistant Referees: Gwyn Morris (Wales), Wayne Davies (Wales)
TMO: Derek Bevan (Wales)