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: HARRISON DAVID D (Executive Vice President, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-18	Common Stock	F	1635	$52.6	Disposed	68744	Direct
2004-02-18	Common Stock	M	7000	$22.75	Acquired	75744	Direct
2004-02-18	Common Stock	F	4325	$52.6	Disposed	71419	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-18	Employee Stock Option (right to buy)	$22.75	M	7000	Disposed	2011-01-02	Common Stock (7000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - ESPP	1243.672	Direct
Common Stock - ESOP	313.1754	Indirect

Footnotes

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

F2: 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.