LIMITED POWER OF ATTORNEY

	The undersigned, Brian C. Davison, 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:  January 4, 2013

Brian C. Davison

STATE OF ILLINOIS

COUNTY OF COOK

 On this 4th day of January, 2013, Brian C. Davison personally appeared before
me, and acknowledged that he executed the foregoing instrument for the purposes
therein contained.

 IN WITNESS WHEREOF, I have hereunto set my hand and official seal.


Mary D. Stoxstell
Notary Public
My Commission Expires: July 12,2014