PENTAIR plc — Director's Dealing 2006

Jan 4, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: WELKE KAREN E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-01-03	Common Stock	M	3298.784	—	Acquired	19133.791	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-03	Phantom Stock Units - Deferred Compensation	$1	M	3298.784	Disposed		Common Stock (3298.784)	Indirect

Footnotes

F3: Settlement of phantom stock units in accordance with reporting person's irrevocable election.

F2: Phantom stock units convert into common stock on a one-for-one basis.

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).