PENTAIR plc — Director's Dealing 2004

Dec 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-12-17

Reporting Person: Meyer Michael G (Vice President, Treasury/Tax)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-17	Common Stock	M	400	$17.5	Acquired	30176.91	Direct
2004-12-17	Common Stock	M	500	$19.8125	Acquired	30676.91	Direct
2004-12-17	Common Stock	M	600	$18.0938	Acquired	31276.91	Direct
2004-12-17	Common Stock	M	600	$11.375	Acquired	31876.91	Direct
2004-12-17	Common Stock	M	1276	$18.1485	Acquired	33152.91	Direct
2004-12-17	Common Stock	M	3840	$17.47	Acquired	36992.91	Direct
2004-12-17	Common Stock	F	2911	$42.85	Disposed	34081.91	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-17	Employee Stock Option (right to buy)	$11.375	M	600	Disposed	2011-01-02	Common Stock (600)	Direct
2004-12-17	Employee Stock Option (right to buy)	$17.47	M	3840	Disposed	2013-01-02	Common Stock (3840)	Direct
2004-12-17	Employee Stock Option (right to buy)	$17.5	M	400	Disposed	2008-01-22	Common Stock (400)	Direct
2004-12-17	Employee Stock Option (right to buy)	$18.0938	M	600	Disposed	2010-01-03	Common Stock (600)	Direct
2004-12-17	Employee Stock Option (right to buy)	$18.1485	M	1276	Disposed	2012-01-02	Common Stock (1276)	Direct
2004-12-17	Employee Stock Option (right to buy)	$19.8125	M	500	Disposed	2009-01-14	Common Stock (500)	Direct
2004-12-17	Employee Stock Option (right to buy)	$42.85	A	253	Acquired	2010-01-03	Common Stock (253)	Direct
2004-12-17	Employee Stock Option (right to buy)	$42.85	A	159	Acquired	2011-01-02	Common Stock (159)	Direct
2004-12-17	Employee Stock Option (right to buy)	$42.85	A	540	Acquired	2012-01-02	Common Stock (540)	Direct
2004-12-17	Employee Stock Option (right to buy)	$42.85	A	1565	Acquired	2013-01-02	Common Stock (1565)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1800.387	Indirect

Footnotes

F1: On May 17, 2004, Pentair declared a 2-for-1 stock split in the form of a 100 percent stock dividend payable on June 8, 2004, to shareholders of record as of June 1, 2004. In addition, end-of-period holdings include shares acquired under a dividend reinvestment plan in exempt transaction not required to be reported pursuant to Section 16(a).

F2: On May 17, 2004, Pentair declared a 2-for-1 stock split in the form of a 100 percent stock dividend payable on June 8, 2004, to shareholders of record as of June 1, 2004. This previously reported stock option and exercise price have been adjusted to reflect the stock split.

F3: Employee reload stock option granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan.

F4: Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.