PENTAIR plc — Director's Dealing 2005

Jan 10, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2005-01-06

Reporting Person: CATHCART RICHARD J (President, COO Water Tech.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-06	Common Stock	A	13000	—	Acquired	138106	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-06	Employee Stock Option (right to buy)	$40.95	A	70000	Acquired	2015-01-06	Common Stock (70000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1525.479	Indirect
Common Stock - ESPP	5042.953	Direct
Common Stock - ESOP	3673.4646	Indirect

Footnotes

F1: Restricted stock granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan. Shares remain subject to a vesting condition under the stock incentive plan.

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

F4: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.