PENTAIR plc — Director's Dealing 2008

Feb 12, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2008-02-08

Reporting Person: BURRIS JERRY W (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-08	Phantom Stock Units - Deferred Compensation	$1	A	70.559	Acquired		Common Stock (70.559)	Indirect

Footnotes

F1: Phantom stock units convert into common stock on a one-for-one basis.

F2: Represents phantom stock units credited under a deferred compensation plan for non-employee directors over which the reporting person has no current dispositive or voting power.

F4: 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.

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