PENTAIR plc — Director's Dealing 2003

Dec 15, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2003-12-12

Reporting Person: CATHCART RICHARD J (President, COO Water Tech.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-12	Common Stock - ESPP	A	20.492	$45.7505	Acquired	2526.01	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	47832.168	Direct
Common Stock	760.089	Indirect
Common Stock - ESOP	1821.0579	Indirect

Footnotes

F1: Purchase of shares under the Pentair, Inc. Employee Stock Purchase Plan in exempt transaction pursuant to Rule 16b-3(c).

F2: Shares acquired under this Plan are purchased over a three-day trading period. The price shown is the average purchase price over the trading period.