PENTAIR plc — Director's Dealing 2010

Feb 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PENTAIR INC (PNR)
CIK: 0000077360
Period of Report: 2010-02-12

Reporting Person: MERRIMAN RONALD (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-12	Phantom Stock Units (Deferred Compensation)	$1.00	A	41.598	Acquired		Common Stock (41.598)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10000	Direct
Common Stock	1460.492	Indirect

Footnotes

F1: Since the reporting person's last filed form, 1,453.951 shares previously reported as owned directly are now held indirectly by Trust.

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

F4: 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.

F5: Settlement of phantom stock units will be in Pentair common stock in accordance with reporting person's irrevocable election.

F6: 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.