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: WELKE KAREN E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-13	Phantom Stock Units - Deferred Compensation	$1	A	442.701	Acquired		Common Stock (442.701)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12009.728	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. 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: Phantom stock units convert into common stock on a one-for-one basis.

F3: Represents phantom stock units credited under a deferred compensation plan for non-employee directors over which the reporting person has no current dispositive or voting power.

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: Settlement of phantom stock units will be in Pentair common stock in accordance with reporting person's irrevocable election.

F6: 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).