PENTAIR plc — Director's Dealing 2004

Dec 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-12-02

Reporting Person: AINSWORTH LOUIS L (Sr. Vice President, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-02	Common Stock	M	19735	$18.0938	Acquired	112644.644	Direct
2004-12-02	Common Stock	F	11795	$40.8	Disposed	100849.644	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-02	Employee Stock Option (right to buy)	$18.0938	M	19735	Disposed	2010-01-03	Common Stock (19735)	Direct
2004-12-02	Employee Stock Option (right to buy)	$40.8	A	8751	Acquired	2010-01-03	Common Stock (8751)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3170.001	Indirect

Footnotes

F1: 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: 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.