LIMITED POWER OF ATTORNEY

	The undersigned, Virgis W. Colbert, constitutes and appoints Kent B. Magill, as
the
undersigned's true and lawful attorney-in-fact and agent, with full power of
substitution and re-
substitution, for the undersigned and in the undersigned's name, place and
stead, to take the
following actions with respect to the undersigned's ownership of securities of
The Hillshire
Brands Company, a Maryland corporation (the "Company"):

      (i)	prepare, execute, deliver and file with the U. S. Securities and
Exchange
Commission (the "SEC"), any national securities exchange and the Company: (a)
statements of
beneficial ownership on Forms 3, 4, and 5 that are required or permitted to be
filed pursuant to
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and rules
promulgated thereunder; (b) any Form 144 Notice of Proposed Sale of Securities
(including any
amendments thereto) required to be filed under the Securities Act of 1933, as
amended (the
"Securities Act"), and Rule 144 promulgated thereunder; and (c) any and all
other documents,
including without limitation a Form ID, necessary or desirable to facilitate the
filing by the
undersigned of a Form 144 and forms under Section 16 of the Exchange Act;

      (ii)	seek or obtain, as the undersigned's representative and on the
undersigned's
behalf, information on transactions in the Company's securities from any third
party, including
brokers and employee benefit plan administrators and trustees, and the
undersigned hereby
authorizes any such person to release any such information to said
attorney-in-fact and agent,
and approves and ratifies any such release of information; and

      (iii)	perform any and all other acts which, in the discretion of said
attorney-in-fact and
agent, are necessary or desirable for and on behalf of the undersigned in
connection with the
foregoing, granting unto said attorney-in-fact and agent full power and
authority to do and
perform each act requisite and necessary to be done under Section 16 of the
Exchange Act and
Rule 144 promulgated under the Securities Act, as fully to all intents and
purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
that said attorney-
in-fact and agent may lawfully do or cause to be done by virtue hereof.

	A copy of this power of attorney shall be filed with the SEC and with any
applicable
stock exchange.  The authorization set forth above shall continue in full force
and effect until the
undersigned revokes such authorization by written instructions to the
attorney-in-fact and agent.
The undersigned acknowledges that the foregoing attorney-in-fact and agent, in
serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's
responsibilities to comply with Section 16 of the Exchange Act or Rule 144
promulgated under
the Securities Act.

Dated:  November 28, 2012



/s/ Virgis W. Colbert
Virgis W. Colbert