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: HOGAN RANDALL J (Director, Chairman, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-03	Common Stock	S	2600	$43.3	Disposed	116472	Indirect
2005-01-03	Common Stock	S	400	$43.32	Disposed	116072	Indirect
2005-01-03	Common Stock	S	2000	$43.31	Disposed	114072	Indirect
2005-01-03	Common Stock	S	5000	$43.25	Disposed	109072	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-02	Incentive Bonus Award (cash-only right)	$0	J	546000	Disposed	2005-01-02	Cash-only Right (546000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	332325	Direct
Common Stock	16000	Indirect

Footnotes

F1: The reported sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 5, 2004.

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.