PENTAIR plc — Director's Dealing 2005

Jan 5, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2005-01-02

Reporting Person: Meyer Michael G (Vice President, Treasury/Tax)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-03	Common Stock	F	627	$43	Disposed	33454.91	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-02	Incentive Bonus Award (cash-only right)	$0	J	33000	Disposed	2005-01-02	Cash-only Right (33000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1800.387	Indirect

Footnotes

F1: Shares surrendered to pay taxes applicable to vesting of restricted stock.

F2: Payment of vested incentive bonus award based on a fixed value as determined by the Compensation Committee.

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.