PENTAIR plc — Director's Dealing 2004

Jan 15, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-01-12

Reporting Person: DURANT KAREN A (Vice President, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-12	Common Stock - ESPP	A	19.776	$47.4058	Acquired	1263.063	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18555.692	Direct
Common Stock	4977.252	Indirect
Common Stock - ESOP	3187.4219	Indirect

Footnotes

F1: Purchase of shares under the Pentair, Inc. Employee Stock Purchase Plan in exempt transaction pursuant to Rule 16b-3(c).

F2: 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.