PENTAIR plc — Director's Dealing 2004

May 8, 2004

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-04-30

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7222	Direct
Common Stock	891.246	Indirect
Common Stock - ESPP	7732.584	Direct
Common Stock - ESOP	4283.3233	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Bonus Award (cash-only right)	$0	2005-01-02	Cash-only Right (16500)		Direct
Employee Stock Option (right to buy)	$22.75	2011-01-02	Common Stock (300)		Direct
Employee Stock Option (right to buy)	$34.94	2013-01-02	Common Stock (5760)		Direct
Employee Stock Option (right to buy)	$35	2008-01-22	Common Stock (200)		Direct
Employee Stock Option (right to buy)	$36.1875	2010-01-03	Common Stock (300)		Direct
Employee Stock Option (right to buy)	$36.2969	2012-01-02	Common Stock (957)		Direct
Employee Stock Option (right to buy)	$39.625	2009-01-14	Common Stock (250)		Direct
Employee Stock Option (right to buy)	$45.76	2014-01-02	Common Stock (7470)		Direct

Footnotes

F1: Incentive Bonus Award vests three years from the date of grant. Payment upon vesting is based on a fixed value as determined by the Compensation Committee.

F2: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.