PENTAIR plc — Director's Dealing 2005

Mar 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2005-03-14

Reporting Person: CATHCART RICHARD J (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-03-14	Common Stock - ESPP	A	22.815	$41.091	Acquired	5126.771	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	138566	Direct
Common Stock	1526.683	Indirect
Common Stock - ESOP	3759.1692	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.

F3: End-of-period holdings include ESOP allocation and shares acquired under a dividend reinvestment plan in exempt transactions not required to be reported pursuant to Section 16(a).