Two numerical models, one simulating present groundwater flow conditions and one simulating ice-induced hydraulic loading from the Port Huron ice advance, were used to characterize both modern and Pleistocene groundwater exchange between the Michigan Basin and near-surface water systems of Saginaw Bay (Lake Huron) and the surrounding Saginaw Lowlands area. These models were further used to constrain the origin of saline, isotopically light groundwater, and porewater from the study area. Output from the groundwater-flow model indicates that, at present conditions, head in the Marshall aquifer beneath Saginaw Bay exceeds the modern lake elevation by as much as 21 m. Despite this potential for flow, simulated groundwater discharge through the Saginaw Bay floor constitutes only 0.028 m3 s-1 (???1 cfs). Bedrock lithology appears to regulate the rate of groundwater discharge, as the portion of the Saginaw Bay floor underlain by the Michigan confining unit exhibits an order of magnitude lower flux than the portion underlain by the Saginaw aquifer. The calculated shoreline discharge of groundwater to Saginaw Bay is also relatively small (1.13 m3 s-1 or ???40 cfs) because of low gradients across the Saginaw Lowlands area and the low hydraulic conductivities of lodgement tills and glacial-lake clays surrounding the bay. In contrast to the present groundwater flow conditions, the Port Huron ice-induced hydraulic-loading model generates a groundwater-flow reversal that is localized to the region of a Pleistocene ice sheet and proglacial lake. This area of reversed vertical gradient is largely commensurate with the distribution of isotopically light groundwater presently found in the study area. Mixing scenarios, constrained by chloride concentrations and ??18O values in porewater samples, demonstrate that a mixing event involving subglacial recharge could have produced the groundwater chemistry currently observed in the Saginaw Lowlands area. The combination of models and mixing scenarios indicates that structural control is a major influence on both the present and Pleistocene flow systems.