PENTAIR plc — Director's Dealing 2003

Nov 25, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2003-11-20

Reporting Person: HERNANDEZ WILLIAM H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-20	Common Stock	M	648.826	—	Acquired	648.826	Indirect
2003-11-20	Common Stock	M	297.484	—	Acquired	946.31	Indirect
2003-11-20	Common Stock	J	946.31	—	Disposed	0	Indirect
2003-11-20	Common Stock	J	946.31	—	Acquired	1445	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-20	Phantom Stock Units - Deferred Compensation	$1	M	648.826	Disposed		Common Stock (648.826)	Indirect
2003-11-20	Phantom Stock Units - Equity Compensation	$1	M	297.484	Disposed		Common Stock (297.484)	Indirect

Footnotes

F1: Phantom stock units became exercisable on November 20, 2003 in accordance with reporting person's irrevocable election.

F2: Settlement of phantom stock units will be in Pentair common stock in accordance with reporting person's irrevocable election.

F3: Phantom stock units convert into common stock on a one-for-one basis.

F4: Includes shares acquired under dividend reinvestment plan not previously reported.

F5: Upon exercise of phantom stock units, underlying securities held directly by reporting person.

F6: End-of-period holdings include automatic cash-out of fractional share interests pursuant to the terms of a dividend reinvestment plan.