PENTAIR plc — Director's Dealing 2004

Feb 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-18	Common Stock	F	2043	$52.6	Disposed	55996.406	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	760.842	Indirect
Common Stock - ESPP	2573.856	Direct
Common Stock - ESOP	1821.0579	Indirect

Footnotes

F1: Shares surrendered to pay taxes applicable to vesting of restricted stock.

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: End-of-period holdings include shares purchased under the Pentair, Inc. Employee Stock Purchase and Bonus Plan (ESPP) in exempt transaction pursuant to Rule 16b-3(c), and shares acquired pursuant to a dividend reinvestment feature of the ESPP.