PENTAIR plc — Director's Dealing 2005

May 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2005-04-29

Reporting Person: MAITLAND STUART (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-04-29	Common Stock	M	4961	—	Acquired	11961	Direct
2005-04-29	Common Stock	M	11290	—	Acquired	23251	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-04-29	Phantom Stock Units - Deferred Compensation	$1	M	4961.099	Disposed		Common Stock (4961.099)	Indirect
2005-04-29	Phantom Stock Units - Equity Compensation	$1	M	11290.11	Disposed		Common Stock (11290.11)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9600	Indirect
Common Stock	400	Indirect

Footnotes

F1: Upon exercise of phantom stock units, underlying securities held directly by reporting person. End-of-period holdings include automatic cash-out of fractional share interests pursuant to the terms of a dividend reinvestment plan.

F2: Phantom stock units became exercisable on April 29, 2005, in accordance with reporting person's irrevocable election, and convert into common stock on a one-for-one basis.

F3: On May 17, 2004, Pentair declared a 2-for-1 stock split in the form of a 100 percent stock dividend payable on June 8, 2004, to shareholders of record as of June 1, 2004. This previously reported derivative security has been adjusted to reflect the stock split.

F4: Includes shares acquired under a dividend reinvestment plan in exempt transaction not required to be reported pursuant to Section 16(a).