PENTAIR plc — Director's Dealing 2006

Dec 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2006-12-26

Reporting Person: HOGAN RANDALL J (Director, Chairman, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-12-26	Common Stock	G	774	—	Acquired	774	Indirect
2006-12-26	Common Stock	G	774	—	Acquired	774	Indirect
2006-12-26	Common Stock	G	774	—	Disposed	15226	Indirect
2006-12-26	Common Stock	G	5553	—	Disposed	196011	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	253864	Direct
Common Stock - ESOP	954.2182	Indirect

Footnotes

F1: Since the reporting person's last filed Form, shares that were previously held directly have been transferred and are now held indirectly by Trust.

F3: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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).