PENTAIR plc — Director's Dealing 2009

Jan 7, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2009-01-02

Reporting Person: KOURY FREDERICK S (Sr. Vice President, HR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-02	Common Stock - Restricted Stock Units	A	12000	$0.00	Acquired	12000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-02	Employee Stock Option (right to buy)	$24.78	A	60000	Acquired	2019-01-02	Common Stock (60000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	52366.272	Direct
Common Stock - ESOP	379.8435	Indirect
Common Stock - ESPP	1889.421	Direct

Footnotes

F1: Restricted stock units granted pursuant to and subject to a vesting condition of the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended. Each restricted stock unit represents a right to receive one share of Pentair, Inc. common stock upon vesting.

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).

F3: 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).

F4: 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.

F5: Employee stock option granted under the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, as Amended.

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