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Pelham in the following year he was returned for Aldborough in Yorkshire, as well as for Sussex, but he elected to sit for his old constituency. The only occasion on which Pelham is known to have voted in opposition to Walpole was when he supported Sir John Barnard's scheme for the conversion of the national debt in the spring of 1737 (, Memoirs, iii. 133). On 13 Feb. 1741 he spoke warmly in opposition to Sandys's motion for the removal of Walpole (Parl. Hist. xi. 1243–54, 1367–70), and on 9 March 1742, during the debate on Lord Limerick's motion for a committee of inquiry, he energetically defended the policy of the fallen minister (ib. xii. 473–82, 501–507).

Pelham refused the chancellorship of the exchequer under Wilmington, notwithstanding the pressure put upon him by Lord Orford and the king, preferring to retain his old post of paymaster. In April 1743 Pelham was appointed a lord justice during the king's absence from England, an office which he filled on three subsequent occasions in 1745, 1750 and 1752. After Wilmington's death Pelham was appointed first lord of the treasury and chancellor of the exchequer (25 Aug. and 12 Dec. 1743), in accordance with a promise previously made to him by the king, and in spite of the opposition of Carteret, who wished to secure the post for Lord Bath (, Memoirs of the Pelham Administration, i. 82). Carteret's influence still remained extremely powerful at court, and the efforts of Pelham and his brother were from the first directed to thwarting the Hanoverian policy of that minister, who wished to gain the co-operation of the tories. ‘Whig it,’ wrote Orford to Pelham on 25 Aug. 1743, ‘with all opponents that will parly; but 'ware Tory!’ (ib. i. 93). Though Pelham was nominally prime minister, the parliamentary influence and the superior rank of Newcastle placed him practically on an equality with his brother in the cabinet, and gave rise to considerable difficulties when their views were at variance. Though in favour of bringing the war to an early conclusion, Pelham was not strong enough to openly oppose the king and Carteret. One of his first speeches as prime minister was in favour of a grant for the maintenance of British troops in Flanders (Parl. Hist. xiii. 399, 416–18), and he conciliated the king by upholding the employment of the Hanoverian troops (ib. xiii. 463). Pelham's attempt in February 1744 to impose an extra duty on sugar was defeated by the secret intrigues of the Prince of Wales and Carteret, and he was obliged to have recourse to the surplus arising from the additional duties which had been imposed on spirituous liquors in the previous year (ib. xiii. 639–41, 652–5). On 17 Nov. 1744 Hardwicke presented a memorial from Pelham and his supporters in the cabinet to the king, urging him to take steps for a general pacification. This led to the retirement of Carteret (now Earl Granville), who was unable to find sufficient support among the opposition for his war policy. A rearrangement of the ministry on what was called a ‘Broad-Bottom’ basis followed, and, by the admission of several tories, Pelham was enabled to carry out his policy of a close alliance with the Dutch, and to compel the king, as elector of Hanover, to join as a principal in the war. Pelham's plans were also forwarded by the Jacobite rebellion of 1745. His conduct, however, in dealing with that outbreak was weak and vacillating, and he endeavoured to throw all the responsibility of resistance on Argyll. In a letter of 11 Dec. 1745 to the English minister at the Hague, Pelham gives a most desponding account of affairs at home and abroad (, Memoirs of the Pelham Administration, i. 282–3). The king becoming very dissatisfied with his ministers, whom he styled ‘pitifull fellows’ (Hist. MSS. Comm. 1st Rep. App. p. 115), formed a plan for the recall of Granville with Bath to power. On learning this, Pelham resigned on 11 Feb. 1746, but was reinstated in office on the 14th, in consequence of the inability of Granville and Bath to form an administration (Marchmont Papers, 1831, i. 171–4). Pelham was now able to insist upon the inclusion of Pitt in the ministry, which from that time forth had practically no opposition to encounter either from the court or in parliament. In April 1747 the lords took measures against the publishers of their debates. Pelham refused to take a similar course in the commons, saying, ‘Let them alone; they make better speeches for us than we can make for ourselves’ (, Memoirs of the Pelham Administration, i. 355). Differing from Newcastle and the king, Pelham was from the first desirous to accept the French proposals for peace, which ultimately resulted in the treaty of Aix-la-Chapelle on 7 Oct. 1748 (, Collection of Treaties, 1790, i. 424–67). In his defence of the peace in the House of Commons on 29 Nov. 1748 (Parl. Hist. xiv. 346), Pelham argued that ‘it must certainly be a bad peace indeed if it be worse than a successless war,’ and quoted the lines: Si quid novisti rectius istis, Candidus imperti; si non, his utere mecum.