To elucidate the mechanism of alphaA-crystallin chaperone function, a detailed thermodynamic analysis of its binding to destabilized, site-directed mutants of T4 lysozyme was carried out. The selected mutants form a ladder of stabilities spanning the 5-10 kcal/mol range of free energy of unfolding. The crystal structures of the majority of the mutants have been previously determined and found to be similar to that of the wild type with no evidence of static local unfolding. Complex formation between alphaA-crystallin and T4 lysozyme was observed directly via the changes in the electron paramagnetic resonance lineshape of a nitroxide introduced at a non-destabilizing, solvent exposed site in T4 lysozyme. AlphaA-crystallin differentially interacts with the mutants, binding the more destabilized ones to a larger extent despite the similar structure of their native states. Our results suggest that the states recognized by alphaA-crystallin are non-native excited states distinct from the unfolded state. Stable complexes are formed when the free energy of binding to alphaA-crystallin is on the order of the free energy associated with the transition from the excited state to the native state. Biphasic binding isotherms reveal two modes of interactions with distinct affinities and stoichiometries. Highly destabilized mutants preferentially bind to the high capacity mode, suggesting conformational preference in the use of each mode. Furthermore, binding can be enhanced by increased temperature and pH, which may be reflecting conformational changes in alphaA-crystallin oligomeric structure.