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PENTAIR plc Director's Dealing 2004

May 18, 2004

30329_dirs_2004-05-18_b029f2bd-a251-4f95-b4e2-410a25432dcb.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-05-14

Reporting Person: Meyer Michael G (Vice President, Treasury/Tax)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-05-18 Common Stock J 7776.65 Acquired 14838.65 Direct
2004-05-14 Common Stock - ESPP A 16.129 $58.1246 Acquired 7776.65 Direct
2004-05-18 Common Stock - ESPP J 7776.65 Disposed 0 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 894.465 Indirect
Common Stock - ESOP 4299.8091 Indirect

Footnotes

F1: Transfer of shares from the Pentair, Inc. Employee Stock Purchase Plan to a dividend reinvestment account.

F2: 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.