PENTAIR plc — Director's Dealing 2005

Jan 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: SCHROCK MICHAEL V (President, COO Enclosures)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-02	Incentive Bonus Award (cash-only right)	$0	J	288000	Disposed	2005-01-02	Cash-only Right (288000)	Direct

Footnotes

F1: Payment of vested incentive bonus award based on a fixed value as determined by the Compensation Committee.

F2: 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.