PENTAIR plc — Director's Dealing 2005

Aug 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2005-08-12

Reporting Person: CATHCART RICHARD J (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-08-16	Common Stock	S	1400	$39.16	Disposed	121097	Direct
2005-08-16	Common Stock	S	500	$39.18	Disposed	120597	Direct
2005-08-16	Common Stock	S	300	$39.19	Disposed	120297	Direct
2005-08-16	Common Stock	S	1200	$39.2	Disposed	119097	Direct
2005-08-16	Common Stock	S	500	$39.21	Disposed	118597	Direct
2005-08-16	Common Stock	S	100	$39.22	Disposed	118497	Direct
2005-08-16	Common Stock	S	1300	$39.23	Disposed	117197	Direct
2005-08-16	Common Stock	S	1000	$39.24	Disposed	116197	Direct
2005-08-16	Common Stock	S	1000	$39.26	Disposed	115197	Direct
2005-08-16	Common Stock	S	700	$39.27	Disposed	114497	Direct
2005-08-16	Common Stock	S	1300	$39.3	Disposed	113197	Direct
2005-08-16	Common Stock	S	300	$39.32	Disposed	112897	Direct
2005-08-16	Common Stock	S	400	$39.34	Disposed	112497	Direct
2005-08-12	Common Stock - ESPP	A	23.532	$39.8394	Acquired	5272.452	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1529.118	Indirect

Footnotes

F1: The reported sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 16, 2005.

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

F4: 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.