PENTAIR plc — Director's Dealing 2004

Jan 6, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2004-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-02	Common Stock	A	10000	—	Acquired	57832.168	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-02	Incentive Bonus Award (cash-only right)	$0	J	176600	Disposed	2004-01-02	Cash-only Right (176600)	Direct
2004-01-02	Employee Stock Option (right to buy)	$45.76	A	44000	Acquired	2014-01-02	Common Stock (44000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	760.089	Indirect
Common Stock - ESPP	2526.01	Direct
Common Stock - ESOP	1821.0579	Indirect

Footnotes

F1: Restricted stock granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan. Shares remain subject to a vesting condition under the stock incentive plan.

F2: Payment of vested incentive bonus award based on a fixed value as determined by the Compensation Committee.

F3: Employee stock option granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan.

F4: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.