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Katheryn of Berain clutches a prayer-book and solemnly caresses the contours of a human skull. The skull often occurs in sixteenth-century portraits; the contrast between flesh and bone reminds us of the frailty of life. She appears to be in mourning, but in fact had recently married the royal agent Richard Clough. She is presented as a fitting wife for a wealthy merchant. Her elaborate costume, pale skin and plucked brows were highly fashionable, and the prayer-book confirms her piety.

Katherine was the daughter of Tudur ap Robert Vychan of Berain, Denbighshire (Clwyd) and a direct descendant of Henry VII. She married four times and through her numerous children and step-children was called Mam Cymru - the mother of Wales. Her first husband John, son and heir of Sir John Salusbury of Llewenni, died in 1556. In 1567 she married Sir Richard Clough, a wealthy merchant from Denbigh and partner of the banker Sir Thomas Gresham, who lived in Antwerp and Hamburg. It is likely this portrait was painted in the Northern Netherlands by the Friesian artist van Cronenburgh. Following Clough's death in 1570 she returned to Wales and before 1573 had married Maurice Wynn of Gwydir, who died in 1580. In 1584 she married for the last time Edward Thelwall of Plas y Ward.