When Charles decided against this plea in the matter of Modena and Reggio, he left the Church in occupation of Parma and Piacenza.

Paul created his son Duke of Nepi and Castro in 1537, and afterwards conferred the Duchy of Camerino on his grandson, Ottavio, who was then married to Margaret of Austria, daughter of Charles V., and widow of the murdered Alessandro de'Medici.

The usual system of massacre, exile, and confiscation had reduced the signorial family of the Varani at Camerino to extremities.

The fief reverted to the Church, and Paul induced the Cardinals to sanction his investiture of Ottavio Farnese with its rights and honors.

He subsequently explained to them that it would be more profitable for the Holy See to retain Camerino and to relinquish Parma and Piacenza to the Farnesi in exchange.