PENTAIR plc — Director's Dealing 2004

Aug 10, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-08-06

Reporting Person: HOGAN RANDALL J (Director, Chairman, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-06	Common Stock	M	100000	$11.375	Acquired	347180	Direct
2004-08-06	Common Stock	F	55564	$31.01	Disposed	291616	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-06	Employee Stock Option (right to buy)	$11.375	M	100000	Disposed	2011-01-02	Common Stock (100000)	Direct
2004-08-06	Employee Stock Option (right to buy)	$31.01	A	36680	Acquired	2011-01-02	Common Stock (36680)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16000	Indirect
Common Stock	162072	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 the automatic cash-out of the fractional share interests pursuant to the terms of a dividend reinvestment plan.

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. End-of-period holdings have been adjusted accordingly.

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.