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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-03	Common Stock	A	7500	—	Acquired	122080.728	Direct
2006-01-03	Common Stock	F	1805	$34.28	Disposed	120275.728	Direct
2006-01-03	Common Stock	S	4900	$34.5	Disposed	115375.728	Direct
2006-01-03	Common Stock	S	100	$34.54	Disposed	115275.728	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	50000	Acquired	2016-01-03	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3610.81	Indirect

Footnotes

F2: Shares surrendered to pay taxes applicable to vesting of restricted stock.

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

F3: The reported sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 1, 2005.

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.

F5: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.