PENTAIR plc — Director's Dealing 2004

Aug 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-08-24

Reporting Person: HARRISON DAVID D (Executive Vice President, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-24	Common Stock	M	98232	$18.375	Acquired	244328.717	Direct
2004-08-24	Common Stock	F	69167	$32.79	Disposed	175161.717	Direct
2004-08-24	Common Stock	M	18000	$11.375	Acquired	193161.717	Direct
2004-08-24	Common Stock	F	10088	$32.79	Disposed	183073.717	Direct
2004-08-24	Common Stock	M	5936	$18.1485	Acquired	189009.717	Direct
2004-08-24	Common Stock	F	4151	$32.79	Disposed	184858.717	Direct
2004-08-26	Common Stock	S	2062	$32.61	Disposed	182796.717	Direct
2004-08-26	Common Stock	S	600	$32.52	Disposed	182196.717	Direct
2004-08-26	Common Stock	S	600	$32.51	Disposed	181596.717	Direct
2004-08-26	Common Stock	S	15500	$32.5	Disposed	166096.717	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-24	Employee Stock Option (right to buy)	$11.375	M	18000	Disposed	2011-01-02	Common Stock (18000)	Direct
2004-08-24	Employee Stock Option (right to buy)	$18.1485	M	5936	Disposed	2012-01-02	Common Stock (5936)	Direct
2004-08-24	Employee Stock Option (right to buy)	$18.375	M	98232	Disposed	2010-02-23	Common Stock (98232)	Direct
2004-08-24	Employee Stock Option (right to buy)	$32.79	A	55047	Acquired	2010-02-23	Common Stock (55047)	Direct
2004-08-24	Employee Stock Option (right to buy)	$32.79	A	6244	Acquired	2011-01-02	Common Stock (6244)	Direct
2004-08-24	Employee Stock Option (right to buy)	$32.79	A	3285	Acquired	2012-01-02	Common Stock (3285)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	200	Indirect
Common Stock - ESOP	623.9319	Indirect

Footnotes

F1: The profit from the purchase and sale of 200 securities by reporting person has been paid to the Corporation in accordance with Section 16(b) of the Securities Exchange Act of 1934, as amended.

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. 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).

F3: 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.

F4: Employee reload stock option granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan.

F5: Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.