PENTAIR plc — Director's Dealing 2005

Mar 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2005-02-28

Reporting Person: AINSWORTH LOUIS L (Sr. Vice President, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-28	Common Stock	M	19956	$11.375	Acquired	123939.159	Direct
2005-02-28	Common Stock	F	9421	$41.44	Disposed	114518.159	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-28	Employee Stock Option (right to buy)	$11.375	M	19956	Disposed	2011-01-02	Common Stock (19956)	Direct
2005-02-28	Employee Stock Option (right to buy)	$41.44	A	5476	Acquired	2011-01-02	Common Stock (5476)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3180.006	Indirect

Footnotes

F1: 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 stock option and exercise price have been adjusted to reflect the stock split.

F2: Employee reload stock option granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan.

F3: Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.