Pope Clement VI died on December 6, 1342 at Avignon. During his pontificate he constantly refused to return to Rome and purchased the sovereignty of Avignon (where resided papal court) from Queen Joan I of Naples. At the time of his death, there were 26 living cardinals. 25 of them participated in the conclave:
|Pierre Desprès||Bishop of Palestrina||1320, December 20||Pope John XXII||Dean of the Sacred College of Cardinals; Vice-Chancellor of the Holy Roman Church|
|Hélie de Talleyrand-Périgord||Bishop of Albano||1331, May 25||Pope John XXII||Cardinal-protector of the Order of Franciscans|
|Bertrand de Déaulx||Bishop of Sabina||1338, December 18||Pope Benedict XII|
|Guillaume de Court, O.Cist.||Bishop of Frascati||1338, December 18||Pope Benedict XII (Cardinal-nephew)||Camerlengo of the Sacred College of Cardinals|
|Etienne Aubert (elected Pope Innocent VI)||Bishop of Ostia e Velletri||1342, September 20||Pope Clement VI||Grand Penitentiary|
|Guillaume d'Aure, O.S.B.||Priest of S. Stefano al Monte Celio||January 1339||Pope Benedict XII||Archpriest of the Sacred College of Cardinals; Inquisitor General|
|Hugues Roger, O.S.B.||Priest of S. Clemente||1342, September 20||Pope Clement VI (Cardinal-nephew)|
|Pierre Bertrand de Colombier||Priest of S. Susanna||1344, May 19||Pope Clement VI|
|Gil Álvarez Carrillo de Albornoz||Priest of S. Clemente||1350, December 17||Pope Clement VI|
|Pasteur de Sarrats, O.F.M.||Priest of SS. Marcellino e Pietro||1350, December 17||Pope Clement VI|
|Raymond de Canillac, C.R.S.A.||Priest of S. Croce in Gerusalemme||1350, December 17||Pope Clement VI (Cardinal-nephew)|
|Guillaume d'Aigrefeuille, O.S.B.||Priest of S. Maria in Transpontina||1350, December 17||Pope Clement VI (Cardinal-nephew)|
|Nicola Capocci||Priest of S. Vitale||1350, December 17||Pope Clement VI||Archpriest of the patriarchal Liberian Basilica|
|Pasqual de Montesquieu||Priest of SS. XII Apostoli||1350, December 17||Pope Clement VI|
|Arnaud de Villemur, C.R.S.A.||Priest of S. Sisto||1350, December 17||Pope Clement VI|
|Pierre de Cros||Priest of SS. Silvestro e Martino ai Monti||1350, December 17||Pope Clement VI (Cardinal-nephew)|
|Gilles Rigaud, O.S.B.||Priest of S. Prassede||1350, December 17||Pope Clement VI|
|Jean de Moulins, O.P.||Priest of S. Sabina||1350, December 17||Pope Clement VI|
|Gaillard de la Mothe||Deacon of S. Lucia in Silice||1316, December 17||Pope John XXII||Protodeacon of the Sacred College of Cardinals|
|Bernard de la Tour||Deacon of S. Eustachio||1342, September 20||Pope Clement VI (Cardinal-nephew)|
|Guillaume de la Jugié||Deacon of S. Maria in Cosmedin||1342, September 20||Pope Clement VI (Cardinal-nephew)||Archpriest of the patriarchal Vatican Basilica|
|Nicolas de Besse||Deacon of S. Maria in Via Lata||1344, May 19||Pope Clement VI (Cardinal-nephew)|
|Pierre Roger de Beaufort||Deacon of S. Maria Nuova||1348, May 29||Pope Clement VI (Cardinal-nephew)||Archpriest of the patriarchal Lateran Basilica|
|Rinaldo Orsini||Deacon of S. Adriano||1350, December 17||Pope Clement VI|
|Jean de Caraman||Deacon of S. Giorgio in Velabro||1350, December 17||Pope Clement VI|
Nineteen electors were created by Pope Clement VI, and eight of them were his relatives. Of the remaining six three were creatures of John XXII and three of Benedict XII.
One cardinal created by Clement VI did not participate in this conclave, because he served as legate in France, where he unsuccessfully tried to establish peace between the the Kingdom of France and the Kingdom of England in the Hundred Years' War:
|Guy de Boulogne||Bishop of Porto e Santa Rufina; commendatario of S. Cecilia and S. Crisogono||1342, September 20||Pope Clement VI||Papal Legate in the Kingdom of France|
On December 16 twenty five Cardinals entered the conclave in the Palais des Papes in Avignon. Initially, all the electors subscribed the first conclave capitulation in the history, although several of them (including Cardinal Aubert) made this with reservation, insofar as it was not contrary to church law”. The terms of capitulation were following:
Subscription of this capitulation is considered as part of the general strategy of the College of Cardinals to limit papal power and to transform the government of the Church into oligarchy instead of monarchy.
After subscribing the capitulation Cardinals started electoral proceedings. Initially, the candidature of Jean Birel, general of the Order of Carthusians, non-cardinal, venerated for his holiness, was proposed. But Cardinal Talleyrand addressed to the Sacred College that it would be unwise, if not dangerous, in such critical circumstances in Europe to elect new Celestine V, it means, a saintly but wholly incompetent Pontiff. The electors eventually agreed with him and abandoned the candidature of Birel in favor of Cardinal Etienne Aubert, bishop of Ostia, who on December 18 was unanimously elected Pope. He accepted his election and took the name of Innocent VI. On December 30 he was solemnly crowned in the cathedral of Notre Dame des Doms in Avignon by Cardinal Gaillard de la Mothe, protodeacon of S. Lucia in Silice.
On July 6 1353 Pope Innocent VI declared the capitulation agreed by the conclave invalid as violating the rule restricting business during a conclave to the election of the new pope and as infringing the plenitude of power inherent in the papal office. In spite of this, electoral capitulations were subscribed in the majority of the conclaves held in the next 300 years.