PENTAIR plc — Director's Dealing 2004

Sep 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-09-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-14	Common Stock	M	18265	$18.0938	Acquired	109822.333	Direct
2004-09-14	Common Stock	F	12133	$33.97	Disposed	97689.333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-14	Employee Stock Option (right to buy)	$18.0938	M	18265	Disposed	2010-01-03	Common Stock (18265)	Direct
2004-09-14	Employee Stock Option (right to buy)	$33.97	A	9727	Acquired	2010-01-03	Common Stock (9727)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3160.801	Indirect
Common Stock - ESOP	1365.8775	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.