The Nonesuch Formation, a black siltstone, was deposited in the Lake Superior portion of the mid-continent rift system during middle Proterozoic rifting. Despite its age of nearly 1.1 Ga, the Nonesuch Formation contains liquid petroleum and solid pyrobitumen. Numerical modeling techniques were used in this study to constrain the thermal history of the Nonesuch Formation at White Pine, Michigan. Thermal modeling addresses two issues: (1) the utility of illite-smectite expandability as a limiting parameter for describing the thermal history of ancient (Proterozoic) sedimentary rocks, and (2) the potential for hydrocarbon maturation within the Nonesuch Formation at White Pine. A range of potential burial histories for the Nonesuch Formation was constructed based on geological evidence. Time-temperature histories were calculated for each burial history model assuming one-dimensional, transient, conductive heat flow. Results of numerical time-temperature models were then evaluated on the basis of organic and inorganic thermal maturity indicators including Rock-Eval® pyrolysis data and biomarker indices (correlated to equivalent vitrinite reflectance values), in addition to illite-smectite expandability. Illite-smectite expandability values appear generally consistent with measured organic thermal maturity values. The preferred set of cases also produces calculated illite-smectite expandability and vitrinite reflectance values consistent with thermal maturity indicators (that do not include vitrinite) collected in the field. Modeling results demonstrate that a combination of elevated basal heat flow and rapid burial during the Proterozoic is required to produce the observed thermal maturities at White Pine, Michigan. More specifically, modeling indicates that maximum temperatures for the Nonesuch Formation, 110 to 125°C, were reached at about 1075 Ma, coincident with a maximum burial depth of about 6 km, although 4 km represents a more plausible value. The results support a thermal history consistent with in-situ oil generation at White Pine; however, thermal modeling alone cannot rule out the possibility that oil was generated and expelled elsewhere and migrated into the area with fluids expelled during an episode of postrift compression.