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 always to the prejudice and terror of her husband.’ She lived to a great age, immensely rich, continually flattered but seldom deceived, and died (‘in a hard frost while her builders could not work’) on 13 Feb. 1607–1608 at her seat of Hardwick. She was buried in the Cavendish mausoleum in the south aisle of All Hallows (All Saints) Church, Derby, where is a splendid mural monument to her memory. This ‘she took good care to erect in her own lifetime.’ In a recess in the lower part is the figure of the countess, with her head reclined on a cushion and her hands uplifted in the attitude of prayer (, Hist. of Derby, i. 340). The long Latin inscription to the effect that she ‘circa annum ætatis suæ lxxxvii. finivit,’ would appear to be an understatement by at least two years. Her funeral sermon was preached by Tobie Matthew [q. v.], archbishop of York, who applied to her Solomon's description of a virtuous woman. Among her later panegyrists were the dramatist William Sampson [q. v.] in his ‘Virtus post Funera’ (1636) and Bishop White Kennett. Horace Walpole, in a verse epitaph written in his own hand upon the wide margin of the copy of Collins's ‘Historical Collections of the Noble Families of Cavendish’ in the British Museum Library (1327, l. 5, p. 14), mentions how she was four times a widow and received from each husband ‘every shilling’ he possessed, and erected ‘five stately mansions.’ The epitaph concludes: When Hardwicke's tow'rs shall bow yr head, Nor masse be more in Worksop said, When Bolsover's fair frame shall tend Like Oldcoates to its destined end, When Chatsworth knows no Candish bounties, Let Fame forget this costly countess. By her will, dated 27 April 1601 (it is given in full in Historical Account of the Cavendish Family, pp. 15–18), the dowager countess transmitted her three mansions in Derbyshire—Chatsworth, Oldcotes, and Hardwick—to her second and favourite son, William Cavendish, who upon his elder brother's early death inherited nearly all his fortune. Welbeck Abbey she bequeathed with other estates to her third son, Charles. The probate was dated 15 March 1607–8, and administration was granted to William, lord Cavendish, her sole executor.

She endowed a hospital or almshouse at Derby, in Full Street, for eight poor men and four poor women; but another act of munificence which has been attributed to the old countess, the erection of the second court of St. John's College, Cambridge, really belongs to her daughter Mary, the wife of Gilbert Talbot, seventh earl of Shrewsbury [q. v.]

At Hardwick Hall are two paintings of the countess. One represents her in early life in a close-fitting black dress, with rich brown hair. The other (of which a copy is in the National Portrait Gallery) was painted by Cornelius Janssen [q. v.] when she was well stricken in years, but still retained traces of beauty; the expression of countenance is clearly indicative of shrewdness, energy, and strength of purpose. The second portrait was engraved by George Vertue.

[G. E. C[okayne]'s Complete Peerage, s.v. ‘Shrewsbury;’ Collins's Peerage, ed. Brydges, i. 310; White Kennett's Memoirs of the Cavendish Family, 1737; Ellis's Letters, 2nd ser. iii. 60 sq.; Lansdowne MS. 34 passim (containing several of the countess's letters); Hunter's Hallamshire, ed. Gatty, pp. 83 sq.; Lodge's Illustrations of British History, 1838, vol. i. pp. xxix et passim; Mrs. Murray Smith's Life of Arabella Stuart, 1889, passim (vol. ii. contains several letters of 1603 from the countess to Cecil); Strickland's Queens of England, iv. 522–4; Simpson's Hist. of Derby, 1826; Jewitt and Hall's Stately Homes of England, 1874, pp. 116 sq. (containing a detailed account of Hardwick Hall and its foundress); Sanford and Townsend's Governing Families of England, 1865, i. 141 sq.; Labanoff's Letters of Mary Stuart, ed. Turnbull, London, 1845.] 

TALBOT, FRANCIS, fifth (1500–1560), born at Sheffield Castle in 1500, was second but eldest surviving son of George Talbot, fourth earl of Shrewsbury [q. v.], by his first wife, Anne, daughter of William, first baron Hastings [q. v.] From 1500 until his father's death in 1538 he was styled Lord Talbot. On 17 July 1527 he was associated with his father in the chamberlainship of the exchequer, and subsequently in the stewardship of many manors and castles; in 1532 he was placed on the commission of the peace in Derbyshire, Staffordshire, and the North Riding of Yorkshire, and in September of that year he accompanied Henry VIII on his visit to Calais. On 17 Feb. 1532–3 he was summoned to parliament as Baron Talbot, and on 1 June following he bore the queen's sceptre at the coronation of Anne Boleyn (, Chron. i. 20). He was again summoned to parliament on 15 Jan. 1533–4, and in July sat as one of his peers on Lord Dacre's trial. Throughout the autumn of 1536 and 1537 he served with his father in suppressing the pilgrimage of grace (, Letters and Papers, vols. xi. and xii. passim). On 26 July 1538 he succeeded his father as fifth Earl of Shrewsbury.