PENTAIR plc — Director's Dealing 2006

Feb 14, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2006-02-10

Reporting Person: CATHCART RICHARD J (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-13	Common Stock	M	21334	$17.47	Acquired	140872	Direct
2006-02-13	Common Stock	M	29334	$22.88	Acquired	170206	Direct
2006-02-13	Common Stock	F	33863	$38.49	Disposed	136343	Direct
2006-02-10	Common Stock - ESPP	A	24.623	$38.0739	Acquired	5465.513	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-13	Employee Stock Option (right to buy)	$17.47	M	21334	Disposed	2013-01-02	Common Stock (21334)	Direct
2006-02-13	Employee Stock Option (right to buy)	$22.88	M	29334	Disposed	2014-01-02	Common Stock (29334)	Direct
2006-02-13	Employee Stock Option (right to buy)	$38.49	A	9683	Acquired	2013-01-02	Common Stock (9683)	Direct
2006-02-13	Employee Stock Option (right to buy)	$38.49	A	17436	Acquired	2014-01-02	Common Stock (17436)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1531.98	Indirect
Common Stock - ESOP	3805.0885	Indirect

Footnotes

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: Purchase of shares under the Pentair, Inc. Employee Stock Purchase Plan in exempt transaction pursuant to Rule 16b-3(c).

F3: Shares acquired under this Plan are purchased over a three-day trading period. The price shown is the average purchase price over the trading period.

F4: Employee reload stock option granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan.

F5: Reload stock option becomes exercisable upon grant and expires on the same date as the original option grant.