Pope Clement III (; 1130 – 20 March 1191), was the head of the Catholic Church and ruler of the Papal States from 19 December 1187 to his death in 1191. He ended the conflict between the Papacy and the city of Rome, by allowing the election of magistrates, which reinstalled the Papacy back in the city after a six year exile. Clement, faced with a deplete college of cardinals, created thirty-one cardinals over three years, the most since Hadrian IV. He died 20 March 1191 and was quickly replaced by Celestine III. Family Paolo Scolari was born into an influential family growing in significance in Rome during the twelfth century. Pope Alexander III appointed him archpriest of the patriarchal Liberian Basilica, cardinal-deacon of Sergio e Bacco, and finally cardinal bishop of Palestrina in December 1180. Papacy Election Paolo was elected as the new Pope on December 19, 1187, two days after the death of Gregory VIII. He was the cardinals' second choice, but their first choice, cardinal Theobald of Ostia, refused the papal throne. Clement was the second Roman pope since Innocent II. Two months before being elected pope, Paoloa Scolari had been rejected as a papal candidate by the cardinals due to being in poor health. Even during his office as pope his health was a cause of concern. An instance of his poor health was six months after he was elected in June 1188 the cardinals thought Clement was going to die and had pope-elect Cardinal Bishop Teobald of Ostia on hand for when Clement died. Though Clement was old and ill, he was still elected as pope and could have something to do with the small number of cardinals, only eight Cardinals and three of them having been known Romans, at the election of Clement. The electors of Clement may have been aiming for the possibility of returning the curia to Rome, which would in fact happen during his time as pope. Time as Pope Shortly after his accession at the conclusion of the papal election of December 1187, Clement succeeded in allaying the conflict which had existed for half a century between the popes and the citizens of Rome, with an agreement by which the citizens were allowed to elect their magistrates, while the nomination of the governor of the city remained in the hands of the pope. In March of 1188 Clement III had