PENTAIR plc — Director's Dealing 2005

Feb 15, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2005-02-11

Reporting Person: CATHCART RICHARD J (Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-11	Common Stock - ESPP	A	22.329	$41.9851	Acquired	5103.956	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	138106	Direct
Common Stock	1526.683	Indirect
Common Stock - ESOP	3673.4646	Indirect

Footnotes

F1: 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).

F2: Purchase of shares under the Pentair, Inc. Employee Stock Purchase Plan in exempt transaction pursuant to Rule 16b-3(c).

F3: 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.