PENTAIR plc — Director's Dealing 2007

Jan 3, 2007

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2006-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-11-30	Common Stock	G	315	—	Disposed	135000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - ESPP	5820.415	Direct
Common Stock	1537.005	Indirect
Common Stock - ESOP	3953.7153	Indirect

Footnotes

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).

F1: End-of-period holdings include monthly purchase(s), since the reporting person's last filed Form, under the Pentair, Inc. Employee Stock Purchase and Bonus Plan (ESPP) in exempt transaction(s) pursuant to Rule 16b-3(c); and shares acquired pursuant to a dividend reinvestment feature of the ESPP.