PENTAIR plc — Director's Dealing 2006

Jan 6, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2006-01-03

Reporting Person: Dempsey Jack J (Sr. VP, Operations/Technology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-03	Common Stock	A	8500	—	Acquired	27859.63	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-03	Employee Stock Option (right to buy)	$34.28	A	60000	Acquired	2016-01-03	Common Stock (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	67	Indirect

Footnotes

F3: Employee stock option granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan.

F1: Restricted stock granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan. Shares remain subject to a vesting condition under the stock incentive plan.

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).

F4: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.