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William Paulet, first marquess of Winchester (1474/5?–1572), administrator and nobleman, was born at Fisherton-Delamare in Wiltshire, the eldest of four sons of Sir John Paulet (1453/4–1525), soldier, of Basing in Hampshire and Nunney in Somerset [see under Paulet, Sir Amias (c.1457–1538)], and his wife, Alice, daughter of Sir William Paulet of Hinton St George in Somerset and his wife, Elizabeth. He also had two sisters, Eleanor and Katherine Paulet. William Camden and Sir Richard Baker stated that Paulet was ninety-seven at the time of his death in 1572. Other years of birth have been suggested, including 1483 and 1488. The Somerset property is said to have come to Paulet's family through the marriage of his great-great-grandfather, William Paulet (d. 1435) to the heiress Eleanor de la Mere. The family held the estate from Edward IV as parcel of the duchy of Lancaster by 1461 and the manor and advowson, formerly the property of Glastonbury Abbey, was alienated to Paulet and his wife on 1 October 1543. According to a memorial poem written shortly after Paulet's death, he was born at another of the houses that were inherited through Eleanor de la Mere, Fisherton-Delamare. His main primary residence of Basing House was acquired through the marriage of Paulet's great-grandfather Sir John Paulet (d. 1437) to Constance (d. in or before 1428), daughter and coheir of Sir Hugh Poynings, eldest son and heir of Thomas Poynings, fifth Baron St John of Basing. Though a cousin, John Bonville, sued for title to Basing House, the Paulets appear to have sustained their claim, as in January 1531 Paulet was granted a licence to fortify the manor and create a park, and in 1537 was able to produce legitimate title to the lands.

Details of Paulet's early life are sketchy. Rowland Broughton's poem states that Paulet went at an unknown date from school to Thavies Inn, and then to the Inner Temple, where he eventually became an utter barrister. Though there are no records of his legal education, in an order for division of matters to be ‘treated’ by Henry VIII's council in February 1526, Paulet is among those given responsibilities for dealing with legal matters. By 1509 he was married to Elizabeth (d. 1558), daughter of Sir William Capell, lord mayor of London in 1503, and his wife, Margaret. They had at least four sons, including John Paulet, future second marquess of Winchester (c.1510–1576), Chidiock Paulet (b. in or before 1521, d. 1574), and Giles (b. after 1521, d. 1580), and four daughters. Paulet appears to have made little impression on local and central politics until the accession of Henry VIII. He was named sheriff in Hampshire on 8 November 1511, after being nominated, but not chosen, in each of the previous two years. He was again appointed to the post in 1518 and 1522. He was named to a commission on 2 May 1512 in Southampton to review, muster, and certify numbers of troops going to France, and named JP for Hampshire for the first time in January 1514. He was again on commissions of muster in Wiltshire in March 1539. Lucrative and important offices began to fall his way during the 1520s, but there is no clear evidence for how, or through whom, he came to the notice of the king. He appears to have been a protégé of Richard Fox, bishop of Winchester, who in 1517 wrote to Cardinal Thomas Wolsey, requesting the inclusion of Paulet in a commission for Southampton on unlawful assemblies. This is perhaps the first time Paulet was brought to Wolsey's notice. He also served as an executor of Fox's will, and his stewardship of the bishopric of Winchester probably dates from Fox's tenure. Certainly he served in this capacity from 1529 to 1530, when Wolsey was bishop of Winchester in commendam, and his local influence can be seen in Ralph Sadler's assurance that Paulet could secure a borough seat in parliament on Thomas Cromwell's behalf within the diocese. Paulet was knighted between 1523 and 1525 and was a member of the council from at least February 1526. The date of his knighthood remains obscure. He was styled ‘Sir William Paulet’ of Southampton on the subsidy roll of 2 November 1523, but subsequent use of the title is inconsistent until late 1525. His brother George Paulet named him Sir William Paulet on accounts dated December of that year (LP Henry VIII, 3, pt 2, 3504, p. 1458). Paulet succeeded his father on 5 January 1525. On 3 November 1526 he was appointed, with Thomas Englefield, master of the king's wards, with power to keep lands, sell them, and appoint feudaries and officers (except in the duchy of Lancaster, the palatinate jurisdiction of Chester, and in Wales). This was the beginning of a 28-year tenure over wards, with increasing responsibilities over time. In January 1531 he was appointed surveyor-general of the possessions of royal wards, and of widows and idiots in England, Wales, and Calais. On 21 December 1534 he gained sole occupancy of the office of master, and when the court of wards was created on 26 July 1540, and later expanded to the court of wards and liveries (18 November 1542), he was appointed master for life. Such an office offered the incumbent splendid opportunities for the acquisition of rich wardships, and he acquired several during his years in office. He was returned as knight of the shire for Hampshire in 1529 and sat throughout the Reformation parliament.

In addition to the mastership of wards, Paulet gained the office of comptroller of the royal household in May 1532, giving it up in October 1537 for the post of treasurer of the household, in which he remained until 9 March 1539. He was promoted to lord great chamberlain about 16 May 1543 and was named great master of the household about November 1545, as well as lord president of the privy council. He relinquished these latter two offices on 3 February 1550, when he became lord treasurer. Further offices granted to Paulet, which broadened his range of responsibilities, were master of woods in England and the marches of Wales in June 1541, and warden of the forests south of the Trent in December 1545. He was also one of a small coterie of men given commissions in March 1544 to sell crown lands and confiscated goods, and settle fines and leases, and also given leave to temporarily endorse bills of sale with the king's stamp, part of an effort to facilitate crown business. In May 1546 he was on a renewed commission to sell crown lands. Paulet spent much of his life at court. This was the making of him, according to the Elizabethan memorialist Sir Robert Naunton, who wrote that both Paulet and William Herbert, first earl of Pembroke, ran through their meagre inheritances and came to court ‘where upon the bare stock of their Wits they began to traffick for themselves and prospered so well, that they got, spent and left more than any Subjects from the Norman Conquest’ (Naunton, 25). Paulet was in regular attendance on Henry and still frequently present when the court was reduced in size. In a letter of 1534 to Cromwell he said that he would join the king shortly, ‘as all other officers are absent’ (LP Henry VIII, 7.527). As comptroller and then treasurer of the household, his frequent attendance was necessary, but his letters reinforce the impression that Henry valued his continued presence, and that he was included in the intimate counsels of the king. Letters to Cromwell in September 1534 indicate that Paulet travelled with the court to Langley and Woodstock in Oxfordshire. He was among those who discussed commissioning ships for Ireland and sent the king's orders in the matter to Cromwell. In a letter of 9 October 1535 he informed Cromwell of Henry's wishes regarding Princess Mary. Another letter between them of 20 October passed on the king's message that Cromwell should come to court only if he had matters needing urgent attention. Paulet was among those first named by Henry as part of his ‘pryvey counsell’ in 1536, or the ‘emergency council’ named during the crisis of the Pilgrimage of Grace (1536–7). Though he was not named to the privy council that was formalized in August 1540, he still sat as judge in the Star Chamber between 1540 and 19 November 1542, on which date he was named a privy councillor.

Paulet and other members of his family were present at many of the important ceremonial events of the Tudor dynasty. He attended the baptism of Elizabeth I on 10 September 1533 and, with his son and heir, John Paulet, was present at the baptism of Edward, prince of Wales, on 15 October 1537. His wife was among the ladies in the funeral procession of Jane Seymour on 12 November 1537, and in a book listing the late queen's jewels is the notation of a gift to her of a ‘border’ (LP Henry VIII, 12, pt 2, 973/4). Paulet, along with Thomas Howard, third duke of Norfolk, made all the arrangements for Jane's funeral. Both his wife and he were appointed in 1539 to take part in the reception of Anne of Cleves. Chidiock and Giles Paulet were among several men who accompanied the body of Henry from Whitehall Palace to Windsor Castle in 1547. Paulet served as the escort for the French envoy at Edward's coronation on 20 February 1547 and was chief mourner at his funeral on 8 August 1553. On 30 September 1553 he walked in the ceremonial procession that escorted Mary from the Tower of London to Westminster Abbey, while his wife rode with the ladies accompanying Elizabeth and Anne of Cleves. The next day he carried the orb in the coronation ceremonies. Beginning in April 1537 Paulet was put forward several times for nomination to the Order of the Garter. On 9 March 1539 he was created Baron St John in a ceremony that also elevated Sir John Russell and Sir William Parr to baronies. A description of the ceremony recounts how it took place at Whitehall Palace after communion at the king's mass. Paulet's robes were carried by Edward Fiennes de Clinton, ninth Baron Clinton, while George Brooke, ninth Baron Cobham, and Thomas Fiennes, ninth Baron Dacre of the South, led him in to the presence chamber, where he was invested with his robes and then led to Henry to receive his patent. Sir William Kingston was granted St John's office of treasurer of the household on the same day. St John was finally nominated to the Order of the Garter on 23 April and installed on 6 May 1543. Land acquisitions, either through purchase or through royal grant, made him one of the wealthiest men in the kingdom. By 1545/6 his landed estate alone was valued as worth at least £1000 per annum.

St John's appointment to the privy council reflects the strength of his personal relationship with Henry. In a deposition taken relative to the Pilgrimage of Grace he was named as one of a small group of councillors ‘about the king’, apparently those most constantly with, and trusted by, Henry, which concurs with his subsequent inclusion on the privy council (LP Henry VIII, 12, pt 1, 1013). His intimacy, and possible influence, with Henry was certainly assumed by those outside the court. In 1546 St John was, along with Katherine Parr, Thomas Wriothesley, first Baron Wriothesley, Russell, and Sir William Paget, petitioned by Oxford University to persuade the king not to reorganize the colleges. With Wriothesley and Stephen Gardiner, bishop of Winchester, St John formed a triumvirate in the last years of Henry's reign which, as the nucleus of ‘Council in London’, was entrusted with entertaining various ambassadors, and ascertaining their opinions or transmitting their messages regarding specific issues of interest to the privy council and king. It also presented Henry's responses, messages, or instructions to the ambassadors. He was appointed to the commission of 17 June 1543 to treat for the marriage of Edward and Mary, queen of Scots. In 1546 Paget and he were entrusted with interrogating Norfolk concerning his alleged treason. St John was among those witnesses who signed Norfolk's confession in January 1547 and he sat as a judge at the trial of Henry Howard, earl of Surrey, on 13 January. St John was one of the privy councillors who were most frequently present at court and at council meetings in Henry's final years, and the king's will named him as one of the sixteen members of the regency council appointed guardians of Edward. He received a bequest of £500 in Henry's will.

St John bore the second sword at the coronation of Edward VI. He continued to enjoy favour under the regime of his kinsman Edward Seymour (c.1500–1552), duke of Somerset and lord protector, and was reappointed to the privy council on 12 March 1547. On 26 May he was named to the quorum of the peace for every English county and custos rotulorum for Hampshire. In the unfulfilled gift clause it was initially proposed by Henry that St John be promoted earl of Winchester and receive an additional land grant worth £200 per annum. This was changed to a land grant of £100 per annum instead but St John was certainly among the close circle of privy councillors and often conducted royal administration with Somerset alone. However, seeing what way things were going, when Wriothesley (now first earl of Southampton) and John Dudley, earl of Warwick, initiated the coup against Somerset, he was instrumental in toppling his kinsman on 11 October 1549. He also warned Warwick that Southampton and Henry Fitzalan, twelfth earl of Arundel, were plotting to overthrow him. St John was rewarded with promotion to earl of Wiltshire on 19 January 1550, received large land grants on 26 January, and was named lord treasurer on 3 February (having relinquished his offices of lord president and great master to Warwick the previous day). Finally on 11 October 1551 he was created marquess of Winchester in a grand ceremony in the presence of the king. At his investiture he was led into Edward's presence by Lord Parr (now marquess of Northampton) and Russell (now first earl of Bedford), with his coronet borne by Henry Manners, second earl of Rutland, his sword by Cobham, and his patent by Sir Gilbert Dethick, Garter king of arms. At the dinner following, he sat at the highest bench with Henry Brandon, second duke of Suffolk, Warwick (now duke of Northumberland), and Pembroke. Winchester was named lord steward to oversee Somerset's trial for treason on 1 December 1551 but did attempt to help the duke's heir get some of his inheritance back in 1552. He replaced Somerset as lord lieutenant of Hampshire and the Isle of Wight on 16 May 1552. He was reappointed on 24 May 1553. Thomas Fuller commented that Mary I and Elizabeth ‘owed their crowns to [Winchester's] counsel: his policy being the principal defeater of Duke Dudley's design to disinherit them’ (Fuller, 13). Certainly the imperial ambassador, Jehan Scheyve, reported that Winchester, despite his reputation for changing with the wind, was one of those who objected to the device to alter the succession, though he did sign the letters patent for the limitation of the crown on 21 June 1553. On 16 July he attempted to leave the Tower, where the privy council was gathered with Lady Jane Grey, but was forced to go back. Three days later he joined several other privy councillors in proclaiming Mary as the rightful queen.

Winchester's career under Mary was difficult and frustrating, despite his continuing as a privy councillor and lord treasurer. Mary may have retained his services primarily due to a desire for continuity and stability. She forced him to resign as master of wards on 30 April 1554, and it has been suggested that his attempts to reorganize the exchequer, after the courts of augmentation and first fruits and tenths had been reincorporated into exchequer finance in 1554, were undertaken as much to increase his own influence over fiscal policy and administration as to reform the fiscal apparatus. He attempted to force through the reinstatement of medieval exchequer practices. He hoped this would prevent more cases of corruption. However, Mary prevented him from restoring the ‘ancient course’, and effectively silenced him on fiscal policy by turning his attention to the financial administration of the navy in 1557, and by appointing him ‘lieutenant about our person and of shires adjoining London’ on 12 April 1558, charged with mustering the queen's forces for any event. Under Elizabeth, who also confirmed him as lord treasurer, Winchester revived his project of reinstating ancient exchequer practice. He is credited with helping to turn the office of lord treasurer from the relatively unimportant sinecure of the early sixteenth century into the central post in royal finance of the late sixteenth and seventeenth centuries, with wide powers of patronage and control over leases, commissions, wood sales, and other revenue matters, as well as acting as adviser to the privy council on fiscal policy. Unfortunately the reforms that Winchester instituted established a dangerously loose system of accounting in which he had untrammelled control over cash flow. A sudden rush of defaults by exchequer tellers in 1571 revealed a system of personal borrowing from royal accounts in which Winchester was involved heavily. Death saved the lord treasurer from complete disgrace, but left his heir with debts of £46,000. Despite this, the second marquess was still one of the wealthiest peers, with an income of between £2000 and £3000 per annum. In the kindest view, his incompetence in this particular episode can be put down to great age and encroaching infirmity. In 1566 Elizabeth had dismissed him from performing the duties of speaker of the House of Lords, ‘considering the Decay of his Memory and Hearing, Griefs accompanying hoary Hairs and old Age’ (JHL, 1.558, 629–37). The marchioness of Winchester died at Basing House on 25 December 1558 and was buried at Basing church on 5 February 1559. By summer 1570 Winchester retired to Basing House, never to return to court. He died there intestate on 10 March 1572 and was buried in Basing on 28 April. Administration of his estate was first granted to his heir on 14 June. Winchester's altar tomb is in the north chapel of Basing church, along with that of his son, John Paulet, second marquess of Winchester.

Although Winchester was the most successful of the brothers, he was not the only one to gain fame or infamy. George Paulet of Crondall (d. 1558) appears to have acted as his eyes and ears in Hampshire while Winchester was pursuing his fortunes at court. A letter to Cromwell in 1535 states that George Paulet was passing information on issues in Hampshire to his older brother. On 31 July 1537 George Paulet was appointed a commissioner for the establishment of affairs in Ireland in the aftermath of the rebellion of Thomas Fitzgerald, tenth earl of Kildare. However, in 1538 he was accused of slandering Cromwell by speaking ill of him to others, claiming the principal secretary's high place was partly due to William Paulet's influence. George Paulet was imprisoned in the Tower and his brother wrote to Cromwell asking for mercy towards him. In the following year George Paulet was accused of forming a secret confederation in Ireland, with the lord deputy, Leonard Grey, Viscount Graney, who stood accused of treason. Anthony Budgegood, a servant of Cromwell, wrote a testimonial defending George Paulet's faithfulness to the king. He claimed that Grey spoke more with George Paulet than with anybody else because he received from him ‘counsel without dissimulation’ (LP Henry VIII, 13, pt 2, 43; LP Henry VIII, 14, pt 1, 1, p. 3) . No long-term consequence came of it but George Paulet's sphere of influence retracted to the county. By 1541 he was auditor for St Swithin's, Winchester, after its conversion into a cathedral chapter, with his older brother as its steward, and in 1543 the privy council recruited him to handle matters of local business. Another brother, Richard Paulet, was a servant of Henry Courtenay, second earl of Devon and marquess of Exeter, and later became a receiver in the court of augmentations.

Wallace MacCaffrey classed Winchester among the bureaucrats rather than the great peers of the privy council. Certainly during the French campaign of 1545 he seems to have been the efficient and indefatigable worker, caught up in the minutiae of victualling, rather than the glory of war. Despite his continued employment by the Tudors in fiscal matters, he does not appear to have been a brilliant financial manager, but rather a good administrator, one whose continuing importance was due to hard work, a willingness to address administrative issues, and the need for continuity. His correspondence with Sir William Cecil, early in Elizabeth's reign, shows a marked obsession with expense and careful husbandry, and his desire for exchequer reform apparently rose partly from his concern over better record keeping and the potential for corruption. His years as lord treasurer for Edward show that he was the expert on the day-to-day running of the exchequer rather than the policy-maker on finance. His lack of understanding of the potentially negative effects of his style of exchequer administration was largely responsible for the ignominious end of his career. The longevity of Winchester's career at court is even more remarkable considering his involuntary participation in some of the unhappier moments of his royal mistresses' early lives. He was one of the principals in reducing the status of Katherine of Aragon and Mary, being among those commissioned on 2 December 1533 for ‘diminishing the house and order of the Princess Dowager’ (LP Henry VIII, 6.1486). In January 1536 Henry commanded him to assume the duties of organizing Katherine's interment at Peterborough in Lincolnshire, and ordered all others to obey his directions in the matter of dispersing her possessions. According to Eustache Chapuys, the imperial ambassador, Winchester was the only non-ecclesiastical ‘man of mark’ who attended Katherine's funeral on 29 January (LP Henry VIII, 10, 282). Along with his heir, the earl of Wiltshire was given the unhappy task of overseeing Mary's change in circumstances, and of trying to convince her to accept such a change, which brought him into strong disfavour with the determined princess. Chapuys wrote that after one such visit in July 1534, the two men threatened ‘to shut her up in her chamber’ (LP Henry VIII, 7.980). However, Winchester appears to have offered her as much sympathy as he could, as in a letter of 29 August 1534 Chapuys states that he spared Mary from following Elizabeth's litter as she travelled with her, and in fact told her that she could choose to follow or lead. He appears to have been equally kind to Anne Boleyn during her fall from power, and in Kingston's account of her meandering statements in the Tower she ‘named Mr. Controler [Winchester] to be a very gentleman’, unlike others who she called cruel (LP Henry VIII, 10.797). Winchester's early involvement in Elizabeth's affairs was no less fraught. Southampton and he examined a servant of Thomas Seymour, Baron Seymour of Sudeley (b. in or before 1509, d. 1549), after the lord admiral's arrest, and Winchester was also appointed, along with Thomas Radcliffe, third earl of Sussex, to escort Elizabeth to the Tower on 18 March 1554 for alleged complicity in the rebellion of Sir Thomas Wyatt the younger. Though it was Sussex, not Winchester, who was willing to permit Elizabeth the time to write a letter to Mary begging forgiveness, she does not seem to have held that against the marquess.

Winchester's religious views are obscure. He is generally believed to have been a Henrician Catholic, and sympathetic to Catholic interests, and he was certainly moderate in religious matters. He benefited from the dissolution of the monasteries, though Mary returned three of his manors to the bishopric of Winchester. Under successive monarchs he exhibited a willingness to adhere to religious changes without demur. He was on a commission of March 1540 ‘to repair to Calais, and make inquiry touching the state of religion and observance of the laws there’, which the French ambassador, Charles de Marillac, bishop of Vienne, commented was due to the disruption caused by Anabaptists in that town (LP Henry VIII, 15.316, 370). He was also among the judges who passed sentence on Anne Askew and her supporters. Pro-Catholic leanings are attributed to him, due to his lack of support for either Katherine Seymour (née Grey), countess of Hertford, or Henry Hastings, third earl of Huntingdon, in the succession crisis of 1562, and his wish to await the decision of the judges. Similarly, he voted against the Supremacy Bill in 1559. However, he allegedly dealt the death blow to the conservatives' chances in the power struggle of 1549 by siding with Warwick, helping to end any hopes of a return to Catholicism. Additionally, his role in begging Edward to permit his sister Mary to hear mass at Charles V's request presents him not as a defender of liberty of conscience but a willing mouthpiece for Warwick, who no longer wanted to antagonize the emperor. Winchester appears to have been primarily an extremely cautious man, whose politics and sense of survival influenced his religious scruples. He did not come out on the side of the reforming party until after Henry's death, nor did he speak up for a protestant succession at Edward's death; yet his greatest gains were made in the reign of the most reformist of the Tudor monarchs. He did have a positive genius for choosing the winning side. Sir Richard Morison, Edward's ambassador to the emperor, said Winchester ‘hath a tongue fit for all tymes, with an obedience redie for as many newe masteres as can happen in his dayes’, a cruel comment, but one that presumably reflects the views of some of his contemporaries (Literary Remains, ed. Jordan, 1.ccxxvii). Winchester was an accomplished courtier, if not as able an administrator, though his final years as lord chancellor taint the estimation of his earlier fiscal capabilities. His greatest achievements were his rise from obscurity to great status, his magnificent building, Basing House, which was the largest private residence in Britain, and his ability to thrive under successive regime changes; his career served as an inspiration for ambitious men rather than idealistic ones. Naunton's Fragmenta regalia gives Winchester's character as that of a man who ‘served then four Princes in as various and changeable season’ by his complacency. Indeed Naunton claimed that Winchester's reply to a friend who asked the secret of his political longevity in turbulent times was ‘ortus sum ex falice, non ex quercu’ (‘I was made of the plyable willow, not of the stubborn oak’; Naunton, 25).