PENTAIR plc — Director's Dealing 2006

Feb 13, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-10	Common Stock - ESPP	A	24.623	$38.0739	Acquired	3821.831	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	168860.935	Direct
Common Stock - ESOP	858.515	Indirect

Footnotes

F2: Purchase of shares under the Pentair, Inc. Employee Stock Purchase Plan in exempt transaction pursuant to Rule 16b-3(c).

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).

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.