PENTAIR plc — Director's Dealing 2006

Feb 15, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2006-02-14

Reporting Person: AINSWORTH LOUIS L (Sr. Vice President, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-14	Common Stock	M	12245	$18.1485	Acquired	127882.1	Direct
2006-02-14	Common Stock	F	7872	$38.66	Disposed	120010.1	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-14	Employee Stock Option (right to buy)	$18.1485	M	12245	Disposed	2012-01-02	Common Stock (12245)	Direct
2006-02-14	Employee Stock Option (right to buy)	$38.66	A	5748	Acquired	2012-01-02	Common Stock (5748)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - ESOP	1464.13	Indirect
Common Stock	3624.087	Indirect

Footnotes

F3: Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.

F1: 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).

F2: Employee reload stock option granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan.