PENTAIR plc — Director's Dealing 2004

Aug 17, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-08-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-13	Common Stock - ESPP	A	29.689	$31.5771	Acquired	4926.787	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	120210	Direct
Common Stock	1524.371	Indirect
Common Stock - ESOP	3667.8661	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. End-of-period holdings have been adjusted accordingly.

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: Purchase of shares under the Pentair, Inc. Employee Stock Purchase Plan in exempt transaction pursuant to Rule 16b-3(c).

F4: Shares acquired under this Plan are purchased over a three-day trading period. The price shown is the average purchase price over the trading period.

F5: 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).