PENTAIR plc — Director's Dealing 2008

Jan 5, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2008-01-02

Reporting Person: Dempsey Jack J (President, Filtration Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-02	Common Stock	A	11000	—	Acquired	58799.742	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-01-02	Employee Stock Option (right to buy)	$34.18	A	75000	Acquired	2018-01-02	Common Stock (75000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - ESPP	563.586	Direct
Common Stock - ESOP	106.7141	Indirect
Common Stock	67	Indirect

Footnotes

F5: Employee stock option granted pursuant to the Pentair, Inc. Omnibus Stock Incentive Plan.

F4: End-of-period holdings include ESOP allocation and shares acquired under a dividend reinvestment plan in exempt transactions not required to be reported pursuant to Section 16(a).

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).

F6: One-third of the stock options become exercisable on the first, second, and third anniversary of the grant.

F3: 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.