PENTAIR plc — Director's Dealing 2004

Mar 15, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-03-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-03-12	Common Stock - ESPP	A	18.05	$51.9394	Acquired	2591.906	Direct
2004-03-12	Common Stock - ESPP	G	55	—	Disposed	2536.906	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	56277	Direct
Common Stock	760.842	Indirect
Common Stock - ESOP	1821.0579	Indirect

Footnotes

F1: End-of-period holdings include automatic cash-out of fractional share interests pursuant to the terms of a dividend reinvestment plan.

F2: Purchase of shares under the Pentair, Inc. Employee Stock Purchase Plan in exempt transaction pursuant to Rule 16b-3(c).

F3: 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.