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Rh who were distinguished not so much by their position in the feudal chain as by the extent of their lands and privileges, but who in general were vassals of the magnates, not of the Emperor. The continued predominance of city-life in Italy, and the terrors of the recent barbarian ravages, had turned large numbers of the capitanei and secundi milites into inhabitants, either partially or solely, of the cities, where they formed the most powerful class of citizens. Under them were the traders who led the non-noble city-population. All three classes, capitanei, secundi milites and plebeians tended to be at odds with one another; there were also signs of a resentment at the bishops' rule which had once been welcomed. Berengar II, at enmity with the bishops, had shewn signs of courting the townsmen when he granted privileges to the men of Genoa collectively; the Milanese, in Otto III's minority, had waged war on their archbishop Landulf II and the great family to which he belonged; the Cremonese obtained from Otto III a diploma which infringed their bishop's fiscal rights and was soon quashed on that account. The movement was contrary to the imperial policy by which the bishops, sometimes of German extraction, were the Emperor's best agents and counter-weights to the restless nobles. Fresh towns, Lodi, Acqui, Piacenza, and Tortona, had been placed completely under episcopal rule; the whole province of Ravenna was made subject to its archbishop's authority by Otto III; lesser privileges in town and country had been continually given piecemeal to the prelates. Yet in the country-side the expedient was losing its value. Prelates in difficulties, prelates of the local noble families, were steadily granting church land by the leases known as libellariae to the nobles, thereby impoverishing their churches and strengthening the noble class, and the consequent feudal disorder was only increased by the growing divergence in interest between the magnates, the capitanei, and the secundi milites. The vast and increasing church estates were being consumed by nominal leases and over-enfeoffment.

Disorder from this cause was already marked under Otto II; Pope Sylvester, as Abbot of Bobbio, had vainly striven to check the system in his abbey; it now led to civil war. Ardoin, Marquess of Ivrea, was probably a relative of Berengar II, but his sympathies lay with the lesser nobles. He and they had profited by spendthrift episcopal grants, and came to bitter feud with Bishop Peter of Vercelli, possibly because he endeavoured to recall them. In 997 they murdered the bishop and burnt the cathedral. Peter's fellow-bishops were up in arms against Ardoin, and Otto III took stringent action. In 998 he enacted that no church libellaria should outlast the grantor's life. In 999, in concert with the