PENTAIR plc — Director's Dealing 2004

Dec 9, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-12-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-07	Common Stock	M	50000	$17.5	Acquired	170210	Direct
2004-12-07	Common Stock	M	5046	$19.8125	Acquired	175256	Direct
2004-12-07	Common Stock	M	45332	$18.1485	Acquired	220588	Direct
2004-12-07	Common Stock	M	21332	$17.47	Acquired	241920	Direct
2004-12-07	Common Stock	F	74360	$40.07	Disposed	167560	Direct
2004-12-07	Common Stock	G	875	—	Disposed	166685	Direct
2004-12-08	Common Stock	S	579	$40.72	Disposed	166106	Direct
2004-12-08	Common Stock	S	2000	$40.7	Disposed	164106	Direct
2004-12-08	Common Stock	S	300	$40.68	Disposed	163806	Direct
2004-12-08	Common Stock	S	800	$40.67	Disposed	163006	Direct
2004-12-08	Common Stock	S	800	$40.66	Disposed	162206	Direct
2004-12-09	Common Stock	S	200	$40.66	Disposed	162006	Direct
2004-12-09	Common Stock	S	500	$40.65	Disposed	161506	Direct
2004-12-09	Common Stock	S	100	$40.61	Disposed	161406	Direct
2004-12-09	Common Stock	S	200	$40.6	Disposed	161206	Direct
2004-12-09	Common Stock	S	1000	$40.56	Disposed	160206	Direct
2004-12-09	Common Stock	S	100	$40.5	Disposed	160106	Direct
2004-12-09	Common Stock	S	800	$40.49	Disposed	159306	Direct
2004-12-09	Common Stock	S	800	$40.48	Disposed	158506	Direct
2004-12-09	Common Stock	S	700	$40.47	Disposed	157806	Direct
2004-12-09	Common Stock	S	400	$40.46	Disposed	157406	Direct
2004-12-09	Common Stock	S	1400	$40.44	Disposed	156006	Direct
2004-12-09	Common Stock	S	100	$40.43	Disposed	155906	Direct
2004-12-09	Common Stock	S	1600	$40.4	Disposed	154306	Direct
2004-12-09	Common Stock	S	600	$40.39	Disposed	153706	Direct
2004-12-09	Common Stock	S	1100	$40.37	Disposed	152606	Direct
2004-12-09	Common Stock	S	300	$40.36	Disposed	152306	Direct
2004-12-09	Common Stock	S	6300	$40.35	Disposed	146006	Direct
2004-12-09	Common Stock	S	900	$40.34	Disposed	145106	Direct
2004-12-09	Common Stock	S	800	$40.33	Disposed	144306	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-07	Employee Stock Option (right to buy)	$17.47	M	21332	Disposed	2013-01-02	Common Stock (21332)	Direct
2004-12-07	Employee Stock Option (right to buy)	$17.5	M	50000	Disposed	2008-01-22	Common Stock (50000)	Direct
2004-12-07	Employee Stock Option (right to buy)	$18.1485	M	45332	Disposed	2012-01-02	Common Stock (45332)	Direct
2004-12-07	Employee Stock Option (right to buy)	$19.8125	M	5046	Disposed	2009-01-14	Common Stock (5046)	Direct
2004-12-07	Employee Stock Option (right to buy)	$40.07	A	20531	Acquired	2012-01-02	Common Stock (20531)	Direct
2004-12-07	Employee Stock Option (right to buy)	$40.07	A	9300	Acquired	2013-01-02	Common Stock (9300)	Direct

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. This previously reported stock option and exercise price have been adjusted to reflect the stock split.

F2: Employee reload stock option granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan.

F3: Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.