EXECUTIVE COMPENSATION

Summary Compensation Table

     The following table sets forth the cash and noncash compensation awarded to or earned by the Chief Executive Officer of the Company and the four other highest paid executive officers of the Company.

						Annual Compensation												Long-Term Compensation
																		Awards								Payouts
														Other				Restricted												All Other
														Annual				Stock				Securities				LTIP				Compen-
Name and						Salary				Bonus(a)				Compen-				Awards(c)				Underlying				Payouts				sation
Principal Position		Year				($)				($)				sation(b)				($)				Options(d)				($)				($)(e)
Randall J. Hogan			2005				900,000				1,289,925				—				2,105,503				275,000				247,393				30,070
Chairman and			2004				820,000				2,113,552				—				2,183,867				383,687				217,073				37,050
Chief Executive Officer			2003				755,000				1,119,023				—				1,034,309				238,200				199,295				32,550
Richard J. Cathcart			2005				472,517				447,945				—				550,943				103,942				98,422				15,897
Vice Chairman			2004				420,000				640,379				—				472,465				168,543				106,697				29,044
			2003				388,000				375,000				—				244,580				100,162				102,486				22,065
David D. Harrison			2005				431,600				329,915				—				550,701				114,076				108,579				31,926
Executive Vice President,			2004				415,000				570,487				—				586,918				239,720				104,717				39,029
Chief Financial Officer			2003				390,000				302,047				—				400,696				88,000				96,267				36,211
Michael V. Schrock			2005				395,900				412,342				—				3,089,778				122,390				132,940				27,360
President and Chief			2004				370,000				506,291				—				457,600				126,704				64,694				39,344
Operating Officer of			2003				350,000				341,582				—				259,327				64,000				60,936				29,974
Filtration and Technical Products
Louis L. Ainsworth			2005				353,100				234,211				—				321,717				71,630				69,856				30,208
Senior Vice President and			2004				330,000				369,948				—				332,381				89,750				63,679				32,401
General Counsel; Secretary			2003				315,000				179,191				—				181,896				47,254				59,181				27,652

Stock Options

     The following tables summarize option grants to and exercises by the Chief Executive Officer and the executive officers named in the Summary Compensation Table above during 2005, and the values of the options held by such persons at the end of 2005. Option grants shown in the table below include both incentive stock options and non-qualified stock options.

Option Grants in 2005

																		Potential Realizable
																		Value at Assumed
						% of Total Options												Annual Rates of Stock
		Number of Securities				Granted to												Price Appreciation
		Underlying Options				Employees in Fiscal				Exercise				Expiration				for Option Term
Name		Granted(a)				2005				Price				Date				5%				10%
Randall J. Hogan			275,000				16.43	%		$	40.95				01/06/2015			$	7,082,140			$	17,947,532
Richard J. Cathcart			70,000				4.18	%		$	40.95				01/06/2015			$	1,802,726			$	4,568,463
			9,595				0.57	%		$	42.87				01/02/2012			$	167,456			$	390,243
			8,693				0.52	%		$	42.87				01/02/2013			$	177,933			$	426,180
			15,654				0.94	%		$	42.87				01/02/2014			$	369,989			$	911,301
			103,942				6.21	%										$	2,518,104			$	6,296,187
David D. Harrison			70,000				4.18	%		$	40.95				01/06/2015			$	1,802,726			$	4,568,463
			8,485				0.51	%		$	41.44				01/02/2012			$	143,144			$	333,586
			8,244				0.49	%		$	41.44				01/02/2013			$	163,114			$	390,686
			2,098				0.13	%		$	39.99				01/02/2012			$	34,155			$	79,596
			4,271				0.26	%		$	39.99				01/02/2013			$	81,548			$	195,322
			20,978				1.25	%		$	39.99				01/02/2014			$	462,515			$	1,139,196
			114,076				6.81	%										$	2,687,203			$	6,706,849
Michael V. Schrock			60,000				3.58	%		$	40.95				01/06/2015			$	1,545,194			$	3,915,825
			6,662				0.40	%		$	41.43				10/22/2011			$	112,362			$	261,852
			29,786				1.78	%		$	41.43				01/02/2012			$	502,376			$	1,170,749
			17,991				1.07	%		$	41.43				01/02/2013			$	355,880			$	852,394
			7,951				0.47	%		$	41.43				01/02/2014			$	181,613			$	447,321
			122,390				7.31	%										$	2,697,425			$	6,648,142
Louis L. Ainsworth			50,000				2.99	%		$	40.95				01/06/2015			$	1,287,662			$	3,263,188
			5,476				0.33	%		$	41.44				01/02/2011			$	77,176			$	175,087
			1,775				0.11	%		$	44.82				01/02/2011			$	27,056			$	61,382
			4,674				0.28	%		$	35.45				01/02/2011			$	45,778			$	101,157
			9,705				0.58	%		$	37.40				01/02/2012			$	123,443			$	280,051
			71,630				4.28	%										$	1,561,116			$	3,880,865

Aggregate Option Exercises in 2005 and Value at End of 2005

Number of

Securities

Value of

Underlying

Unexercised

Unexercised

In-the-Money

Options at

Options at

End of 2005

End of 2005

Shares Acquired

Value

Exercisable (E)

Exercisable (E)

Name

on Exercise

Realized

Unexercisable (U)

Unexercisable (U)

Randall J. Hogan

0

—

E 978,475

E $

15,733,660

U 554,400

U $

3,681,770

Richard J. Cathcart

118,288

$

2,668,053

E 150,647

E $

749,082

U 150,002

U $

1,046,640

David D. Harrison

96,988

$

2,044,469

E 173,796

E $

278,608

U 172,668

U $

1,353,752

Michael V. Schrock

141,732

$

3,286,994

E 144,028

E $

708,949

U 140,002

U $

1,046,640

Louis L. Ainsworth

61,524

$

1,569,847

E 183,620

E $

2,225,009

U 112,002

U $

804,660

Retirement Benefit Plans

     The Company maintains a tax-qualified defined benefit pension plan covering certain non-bargaining, salaried U.S. employees and an excess benefit plan covering certain highly-paid employees. Benefits under each plan are based on a participant’s high five-year average eligible earnings, which generally include salary and bonus.

     The Company maintains an unfunded, nonqualified Supplemental Executive Retirement Plan (“SERP”) for corporate officers and subsidiary presidents (including all executive officers). The annual retirement benefit, expressed as a lump sum, is equal to the product of 15 percentage points for each year of service times the high five-year average eligible earnings with no reductions for Social Security or qualified pension benefits. SERP benefits are payable as early as the attainment of age 55 and completion of five years of service under the most recent plan and, are converted into and received in the form of a term certain or joint and survivor annuity.

     Each of these officers is eligible to participate in a nonqualified deferred compensation plan (the Sidekick Plan). The plan permits participants to elect to defer up to 25% of base salary and 100% of the MIP and EOPP bonus, and self-direct the investments into a variety of mutual funds. Participants receive a company-provided match of deferrals up to the maximum match that would have been available under the qualified 401(k) plan had the original match not been limited due to compensation and non-discrimination testing limits.

     The following estimated annual amounts are payable from the qualified pension (as a life annuity), excess plan and SERP (as a fifteen year term annuity) upon retirement to the named executive officers, assuming retirement at age 65 and each final salary is the same as that at January 1, 2006: Hogan ($1,189,712); Cathcart ($423,392); Harrison ($324,589); Schrock ($347,775); Ainsworth ($241,217).

Employment Agreements and Change in Control Arrangements

     The Company has an Employment Agreement with Richard J. Cathcart, the Company’s Vice Chairman. The Employment Agreement provides that if Mr. Cathcart’s employment is terminated at any time prior to his normal retirement date (as determined under the primary defined benefit pension plan applicable to Mr. Cathcart), unless terminated “For Cause” as defined in the agreement, then Mr. Cathcart is entitled to receive certain severance benefits. Prior to reaching age 62, he is entitled to a payment of three times his annual cash compensation, at age 62 he is entitled to an amount equal to his annual cash compensation and from age 63 on there is no cash payment amount. The amount of this payment is subject to reduction if the average performance of the Water Technologies segment (or any other segment for which Mr. Cathcart has responsibility during the applicable period) for the three fiscal years preceding termination does not meet the specified criteria. Mr. Cathcart is also entitled to receive outplacement services, medical benefits, full vesting in the accrued benefit under the SERP plus any additional benefits he would have received if employment had continued until age 62. In addition, the agreement provides for the vesting of restricted stock awards and stock options, as well as a formula for calculating payment of outstanding performance-based awards. The Employment Agreement also contains a covenant against competition by Mr. Cathcart.

     The Company and Michael Schrock, President and Chief Operating Officer of Filtration and Technical Products, have entered into a Confidentiality and Non-Competition Agreement which requires Mr. Schrock to devote his full-time and energy to furthering the Company’s business and which prohibits Mr. Schrock, during or after his term of employment, from disclosing or using for his own benefit or the benefit of another confidential information that he may learn or acquire during his employment with the Company. The Confidentiality and Non-Competition Agreement also contains a covenant against competition by Mr. Schrock.

     The Company’s key corporate executives and business division leaders (including all executive officers) have entered into agreements with the Company that provide for contingent benefits in the event of a change in control of the Company (except in certain limited circumstances). Such benefits include:

	a.		upon any change in control, bonus awards for the year in question to be made under the MIP or EOPP;
	b.		upon any change in control, immediate vesting of all unvested stock options and termination of all restrictions on shares issued under the Omnibus Stock Incentive Plan, without regard to the plan’s forfeiture provisions;
	c.		upon any change in control, reimbursement of any excise taxes triggered by payments to the executive;
	d.		upon termination after a change in control, the cost of an executive search agency;
	e.		upon termination after a change in control, short-term replacement coverage for Company-provided group medical, dental and life insurance policies;
	f.		upon any change in control, amount of non-vested benefits under any of the Company’s tax-qualified deferred compensation plans;
	g.		upon any change in control, the accelerated accrual and vesting of benefits under the SERP (for those executives who have been made participants of such plan); and
	h.		severance payable upon termination in an amount equal to 300% (for the Chief Executive Officer), 250% (for the Company’s other executive officers and business division presidents) or 200% (for all other applicable executives) of annual compensation for terminated employees; guaranteed salary, benefit and bonus levels for continuing employees for up to a three-year period. Such severance is payable upon a change of control in the case of the Chief Executive Officer and upon termination after a change in control in the case of any other participant.

Each of these agreements also requires the executive to devote his or her best efforts to the Company or its successor during the three-year period, to maintain the confidentiality of Company information during and following employment and to refrain from competitive activities for a period of one year following termination of employment with the Company or its successor.

     The MIP and the EOPP also contain provisions that apply in the event of a change in control. For the year in which a change in control occurs, awards for such year are determined by using the participants’ annual base salary as in effect immediately before the change in control and by assuming the performance goals for that year have been attained. Outstanding awards must be paid to the participant within 10 days of the change in control. In addition, certain requirements are modified or eliminated, including the requirement that a participant remain employed through the end of the applicable incentive period, completion of an annual audit, review and approval by the Compensation Committee and the minimum operating income requirement. The EOPP also includes a provision that eliminates the Compensation Committee’s discretion to reduce awards.

     In addition, the Omnibus Stock Incentive Plan permits the Compensation Committee, upon a change in control of the Company, to cancel all outstanding options granted under the plan, whether or not exercisable, and authorize payment of the “spread” between the exercise price of the options and the then current market value of the underlying stock.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     The following table summarizes, as of December 31, 2005, information about compensation plans under which equity securities of Pentair are authorized for issuance:

Equity Compensation Plan Information

										Number of securities
		Number of								remaining available for
		securities to be				Weighted-average				future issuance under
		issued upon exercise of				exercise price of				equity compensation plans
		outstanding options,				outstanding options,				(excluding securities reflected
		warrants and rights				warrants and rights				in column (a))
Plan category		(a)				(b)				(c)
Equity compensation plans approved by security holders			5,824,382	(1)		$	27.309				9,767,068	(2)
Equity compensation plans not approved by security holders			48,000	(3)		$	11.375				—
Total			5,872,382			$	27.179				9,767,068

     Individual Stock Option Agreements. On January 2, 2001, the Company awarded each of Randall J. Hogan (currently the Company’s Chairman and Chief Executive Officer) and Winslow H. Buxton (former Chairman of the Board effective April 30, 2002) an option to purchase 48,000 shares of Common Stock pursuant to individual stock option agreements. These options have an exercise price of $11.375 per share. The options awarded Randall J. Hogan vested in three equal annual installments, commencing one year after the date of grant. The options awarded to Winslow H. Buxton became fully vested and exercisable on April 30, 2001, and Mr. Buxton exercised all 48,000 options in 2004. In addition, on February 27, 2002, the Company awarded Mr. Buxton an option to purchase 364,000 shares of the Common Stock pursuant to an individual stock option agreement in lieu of any compensation, fees or other benefits to which Mr. Buxton would have otherwise been entitled as a non-employee member of the Board. This option was granted at an exercise price of $19.5391 per share and became fully vested in February 2005. Mr. Buxton exercised 242,666 options in 2004 and the remainder of all such outstanding options in 2005. With respect to all option grants described in this paragraph, the options expire 10 years after the date of grant and the exercise price of the options was the closing price of Common Stock on the date of grant. If a “Change in Control” (as defined in the Company’s Key Executive Employment and Severance Agreements) of the Company occurs, then all the options not yet exercised become immediately exercisable. All share numbers and per share amounts described in this section have been changed to reflect the Company’s 2-for-1 stock split in 2004.

     Burn Rate. Our three-year average burn rate is approximately 2.77% when calculated using the guidelines published by Institutional Shareholder Services (ISS). Under ISS guidelines, the “burn-rate” is the total number of equity awards granted in any given year divided by the number of common shares outstanding, with a premium applied to grants of restricted stock. The number of equity awards used in the burn rate calculation is not discounted by cancelled or forfeited options or shares acquired or retained by the Company.

REPORT OF THE AUDIT COMMITTEE

     The Audit Committee is responsible for assisting the Board with oversight of the Company’s accounting and financial reporting processes and audits of the Company’s financial statements and internal control over financial reporting, including the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory financial and accounting requirements, the independence and qualifications of the Company’s external auditor and the performance of the Company’s internal audit function and of the external auditor. The Audit Committee is directly responsible for the appointment, compensation, terms of engagement (including retention and termination) and oversight of the work of the external auditor. The Audit Committee’s charter can be found at: www.pentair.com/audit.html.

     The Board has determined that all of the members of the Audit Committee are independent in accordance with the NYSE and SEC rules for independence of Audit Committee members. The Audit Committee held 10 meetings in 2005. The Audit Committee has the opportunity to meet in executive session, without management present, and with the independent registered public accounting firm, without management present, and did so at least once during 2005.

     The Audit Committee has (a) reviewed and discussed the Company’s audited financial statements with management and the Company’s independent registered public accounting firm, Deloitte & Touche LLP; (b) reviewed and discussed with management, the internal auditors and Deloitte & Touche LLP the Company’s progress on complying with Section 404 of the Sarbanes-Oxley Act of 2002, including the reports by management and Deloitte & Touche LLP on the Company’s internal control over financial reporting; (c) discussed with Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No. 61; (d) received from the Company’s independent registered public accounting firm disclosures regarding the independence of such firm in accordance with Independence Standards Board Standard No. 1 and discussed with the Company’s independent registered public accounting firm such firm’s independence; and (e) considered whether the level of non-audit services provided by Deloitte & Touche LLP is compatible with maintaining the independence of its independent registered public accounting firm.

     Based on the review and discussions described above, the Audit Committee recommended to the Board that the Company’s audited financial statements for the year ended December 31, 2005 be included in the Company’s 2005 Annual Report on Form 10-K for filing with the SEC. In addition, available members of the Audit Committee reviewed the Company’s 2005 quarterly results prior to public release.

     The Audit Committee also reviews and approves the external auditor’s engagement and audit plan, including fees, scope, staffing and timing of work. In addition, the Audit Committee Charter limits the types of non-audit services that may be provided by the independent auditor. Any permitted non-audit services to be performed by the independent auditor must be pre-approved by the Audit Committee after the Committee is advised of the nature of the engagement and particular services to be provided. The Committee pre-approved audit fees and all permitted non-audit services of the independent auditor in 2005. Responsibility for this pre-approval may be delegated to one or more members of the Committee; all such approvals, however, must be disclosed to the Audit Committee at its next regularly scheduled meeting. The Audit Committee may not delegate authority for pre-approvals to management.

Audit Committee
Ronald L. Merriman, Chair
Glynis A. Bryan
Augusto Meozzi
Karen E. Welke

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2006

     Deloitte & Touche LLP, certified public accountants, has been the independent registered public accounting firm for the Company since 1977. The Audit Committee has selected Deloitte & Touche LLP to continue as the Company’s independent registered public accounting firm for 2006. The Board requests that the shareholders ratify such appointment. If the appointment of Deloitte & Touche LLP is not ratified by the shareholders, the Audit Committee will make another appointment effective for the subsequent fiscal year. Even if the selection is ratified, the Audit Committee, in its discretion, may select a new independent auditor at anytime it believes such change would be in the best interests of the Company and its shareholders.

     Representatives of Deloitte & Touche LLP are expected to attend the Annual Meeting with the opportunity to make a statement if they so desire, and they will be available to respond to appropriate questions. Further information about the services of Deloitte & Touche LLP, including the fees paid in 2004 and 2005, is set forth below.

The Board of Directors unanimously recommends a vote “FOR” the ratification of the appointment of
Deloitte & Touche LLP.

INDEPENDENT AUDITOR FEES

     During fiscal year 2005, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”), provided various audit, audit-related, tax and other permitted non-audit services to the Company as follows (in thousands):

						2005				2004
	a	)		Audit fees, including aggregate fees for the audits of the Company’s annual financial statements and the effectiveness of internal controls over financial reporting, reviews of the Company’s quarterly financial statements, statutory audits and review of SEC filings		$	3,343			$	3,347
	b	)		Audit-related fees, with respect to acquisitions and divestitures, systems internal control assessments, employee benefit plan audits, accounting research and certain other attest services			395				598
				Total audit and audit-related fees			3,738				3,945
	c	)		Tax fees, relating to tax consulting and tax return preparation			1,176				1,673
	d	)		All other fees, relating to with respect to 2004, actuarial services provided prior to May 2004 and, with respect to 2005, miscellaneous services			72				402
				Total fees paid to Deloitte Entities		$	4,986			$	6,020

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

     Based solely on its review of the copies of such forms furnished to the Company and written representations from the Company’s officers and directors, the Company believes that all of its directors and officers complied on a timely basis with Section 16(a) filing requirements for the fiscal year ended December 31, 2005.

FUTURE PROPOSALS

     The deadline for submitting a shareholder proposal for inclusion in the Company’s proxy statement and form of proxy for the Company’s 2007 Annual Meeting of Shareholders pursuant to Rule 14a-8 of the SEC is November 15, 2006. A shareholder who otherwise intends to present business at the 2007 Annual Meeting must comply with the requirements set forth in the Company’s By-Laws. The By-Laws state, among other things, that to bring business before an annual meeting, a shareholder must give written notice that complies with the By-Laws to the Secretary of the Company not less than 45 days nor more than 70 days prior to the first annual anniversary of the date the Company first mailed its proxy statement to shareholders in connection with the immediately preceding annual meeting. Accordingly, the Company must receive notice of a shareholder proposal submitted other than pursuant to Rule 14a-8 by January 30, 2007. If the notice is received after January 30, 2007, then the notice will be considered untimely and the Company is not required to present such proposal at the 2007 Annual Meeting. If the Board chooses to present a proposal submitted other than pursuant to Rule 14a-8 at the 2007 Annual Meeting, then the persons named in the proxies solicited by the Board for the 2007 Annual Meeting may exercise discretionary voting power with respect to such proposal. Shareholder proposals should be sent to the Company at its principal executive offices: 5500 Wayzata Boulevard, Suite 800, Golden Valley, MN 55416, Attention: Corporate Secretary.

APPOINTMENT, REVOCATION AND VOTING OF PROXY

     Shareholders whose shares are registered directly with the Company’s transfer agent can appoint a proxy by telephone, by Internet or by mailing their signed proxy card in the enclosed envelope. Please refer to the instructions included on the accompanying proxy to vote by proxy. Shareholders who hold shares in street name through a bank, broker or other record holder may vote by the methods that their bank or broker makes available, in which case the bank or broker will include instructions with this proxy statement. Shareholders voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies, that the shareholders must bear.

     Any shareholder giving a proxy may revoke it prior to its use at the meeting by (1) delivering a written notice expressly revoking the proxy to the Secretary at the Company’s offices, (2) signing and forwarding to the Company at its offices a later dated proxy or (3) attending the Annual Meeting and casting his or her votes personally.

     A majority of the outstanding shares will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business. The affirmative vote of a majority of the outstanding shares of the Common Stock entitled to vote on the election of directors and other proposals presented to shareholders and present in person or by proxy at the Annual Meeting is required for the election to the Board of each director nominee and for approval of such proposals. Pursuant to Minnesota law and the Company’s Articles of Incorporation, abstentions are counted in determining the total number of the votes cast on proposals presented to shareholders, but will not be treated as votes in favor of the proposals. Broker non-votes are not counted for purposes of determining the total number of votes cast on proposals presented to shareholders.

     Unless otherwise directed in the accompanying proxy, the persons named therein will vote FOR the directors and the other proposals set forth in this Notice of Annual Meeting of Shareholders. As to any other business that may properly come before the meeting, they will vote in accordance with their best judgment. The Company does not presently know of any other business.

SOLICITATION AND VOTE TABULATION

     The cost of soliciting proxies and the notices of the meeting, including the preparation, assembly and mailing of proxies and this statement, will be borne by the Company. In addition to this mailing, proxies may be solicited personally or by telephone or electronic communication by regular employees of the Company. Assistance in the solicitation of proxies is also being rendered by Morrow & Co., 470 West Avenue, Stamford, Connecticut, at a cost to the Company of $7,000, plus expenses. Furthermore, arrangements may be made with brokers, banks and similar organizations to send proxies and proxy materials to beneficial owners for voting instructions, for which the Company will reimburse such organizations for their expense in so doing and will pay all costs of soliciting the proxies. Votes are tabulated by the Company’s stock transfer agent, Wells Fargo Bank, N.A.

2005 ANNUAL REPORT ON FORM 10-K

     Any security holder wishing to receive, without charge, a copy of the Company’s 2005 Annual Report on Form 10-K (without exhibits) filed with the SEC should write to Pentair, Inc., 5500 Wayzata Boulevard, Suite 800, Golden Valley, MN 55416, Attention: Corporate Secretary.

REDUCE DUPLICATE MAILINGS

     To reduce duplicate mailings, we are now sending only one copy of any proxy statement or annual report to multiple shareholders sharing an address unless we receive contrary instructions from one or more of the shareholders. Upon written or oral request, the Company will promptly deliver a separate copy of the annual report or proxy statement to a shareholder at a shared address.

     If you wish to receive separate copies of each proxy statement and annual report please notify us by writing or calling Pentair, Inc., 5500 Wayzata Boulevard, Suite 800, Golden Valley, MN 55416, Attention: Corporate Secretary, Telephone: (763) 545-1730 or (800) 328-9626.

     If you are receiving duplicate mailings, you may authorize us to discontinue mailings of multiple proxy statements and annual reports. To discontinue duplicate mailings, notify us by writing or calling Pentair, Inc., 5500 Wayzata Boulevard, Suite 800, Golden Valley, MN 55416, Attention: Corporate Secretary, Telephone: (763) 545-1730 or (800) 328-9626.

APPENDIX A

PENTAIR, INC.

CORPORATE GOVERNANCE PRINCIPLES

Selection and Composition of the Board

1) Board Membership Criteria
The Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. Recognizing that the contribution of the Board will depend not only on the character and capacities of the Directors taken individually, but also on their collective strengths, the Board should be composed of:

	a.		Directors chosen with a view to bringing to the Board a variety of experience and background;
	b.		Directors who will form a central core of business executives with financial expertise;
	c.		Directors who have substantial experience outside the business community — in the public, academic or scientific communities, for example;
	d.		Directors who will represent the balanced, best interests of the shareholders as a whole rather than special interest groups or constituencies;
	e.		At least one Director who has the requisite experience and expertise to be designated as an “audit committee financial expert” as defined by applicable rules of the Securities and Exchange Commission; and
	f.		A majority of Directors who are Independent (as defined below).

The Governance Committee and the full Board believe the following minimum qualifications must be met by a Director nominee to be recommended by the Governance Committee to the full Board:

	a.		each Director should be chosen without regard to sex, race, religion or national origin.
	b.		each Director should be an individual of the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;
	c.		each Director should be free of any conflict of interest which would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
	d.		each Director should possess substantial and significant experience which would be of particular importance to the Company in the performance of the duties of a director;
	e.		each Director should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director; and
	f.		each Director should have the capacity and desire to represent the balanced, best interests of the shareholders as a whole and not primarily a special interest group or constituency and be committed to enhancing long-term shareholder value.

2) Selection and Orientation of New Directors
The Board itself is responsible for selecting its own members and recommending them for election by the shareholders. The Board delegates the screening process involved to the Governance Committee, which recommends to the Board the names of qualified candidates to be nominated for election or re-election as Directors in accordance with the criteria set forth in these Corporate Governance Principles and the Governance Committee Charter. The Board and the Company have implemented an

orientation process for new Directors that includes background material, meetings with senior management and visits to Company facilities.

The Governance Committee will consider persons recommended by shareholders to become nominees for election as Directors in accordance with the criteria set forth in these Corporate Governance Principles. Recommendations for consideration by the Governance Committee should be sent to the Secretary of the Company in writing together with appropriate biographical information concerning each proposed nominee. The Company’s bylaws also set forth certain requirements for shareholders wishing to nominate director candidates directly for consideration by shareowners.

3) Extending the Invitation to a Potential Director to Join the Board
The invitation to join the Board should be extended by the Board itself via the Chairman of the Board and Chief Executive Officer of the Company, together with an independent director, when appropriate.

Board Leadership

4) Selection of Chairman and Chief Executive Officer
The By-Laws of the Company permit the Chairman of the Board and the Chief Executive Officer to be the same or different persons. The Board is free to make this choice in any way that the Board deems to be in the best interests of the Company and its shareholders.

Therefore, the Board does not have a policy, one way or the other, on whether or not the role of the Chairman of the Board and Chief Executive Officer should be separate or combined and, if it is to be separate, whether the Chairman should be selected from the non-employee Directors or be an employee.

Board Composition and Performance

5) Size of the Board
The Board is limited to ten members by the By-Laws of the Company. The consensus of the Board is that this is an appropriate size. Any change to the size of the Board would require an amendment to the By-Laws of the Company in such a way that shareholder approval of that change would be required.

6) Mix of Management and Independent Directors
At least a majority of the Board shall be Independent Directors. The Board believes that management should encourage executive officers to understand that Board membership is not necessary or a prerequisite to any higher management position in the Company. Executive officers other than the Chief Executive Officer currently attend portions of Board meetings on a regular basis even though they are not members of the Board.

7) Board Definition of What Constitutes Independence for Directors
For a Director to qualify as “Independent”:

	a.		The Board of Directors must affirmatively determine that the Director has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization that has a material relationship with the Company) that would prevent the Director from acting independently of management of the Company, taking into account all relevant facts and circumstances. The Board shall consider both from the standpoint of the Director and from the standpoint of the persons or organizations with which the Director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.
	b.		Presently and within the immediately preceding three (3) year period:

	(i)		the Director shall not be or have been an employee of the Company or any affiliate of the Company, other than as interim CEO or Chairman; an Immediate Family Member shall not be an executive officer of the Company or any affiliate of the Company;
	(ii)		the Director shall not be or have been affiliated with or employed by a present or former (during the immediately preceding three (3) year period) internal or external auditor of the Company; an Immediate Family Member shall not be or have been affiliated with or employed in a professional capacity by a present or former (during the immediately preceding three (3) year period) internal or external auditor of the Company;

	(iii)		neither the Director nor an Immediate Family Member shall be or have been employed (during the immediately preceding three (3) year period) as an executive officer of another company where an executive officer of the Company serves on the compensation committee of such other company;
	(iv)		the Director shall not be an executive officer or an employee of another company (A) that accounts for at least $1 million or two percent (2%), whichever is greater, of the Company’s consolidated gross revenues or (B) for which the Company accounts for at least $1 million or two percent (2%), whichever is greater, of such other company’s consolidated gross revenues; an Immediate Family member shall not be an executive officer of another company (A) that accounts for at least $1 million or two percent (2%), whichever is greater, of the Company’s consolidated gross revenues or (B) for which the Company accounts for at least $1 million or two percent (2%), whichever is greater, of such other company’s consolidated gross revenues; or
	(v)		neither the Director nor an Immediate Family Member shall receive or have received more than $100,000 per year during the immediately preceding three (3) year period in direct compensation from the Company (other than director and committee fees and pension or other forms of deferred compensation, so long as such compensation is not contingent in any way on continued service).

	c.		For purposes of the independence determination,
			“Immediate Family Member” includes a Director’s spouse, parents, children, siblings, mothers and father-in-law, sons and daughters-in-law and brothers and sisters-in-law and anyone who shares the same home as such Director (other than domestic employees).
			“Company” includes any parent or subsidiary in a consolidated group with the Company.”

8) Former Chairman/Chief Executive Officer’s Board Membership
The Board believes this is a matter to be decided in each individual instance. When a Chairman of the Board or Chief Executive Officer resigns from that position, he or she shall submit his or her resignation from the Board at the same time. Whether the individual continues to serve on the Board is a matter to be determined by the Governance Committee and the Board. A former Chairman or Chief Executive Officer serving on the Board will not be considered an independent Director.

9) Directors Who Change Their Present Job Responsibility
When a Director’s principal occupation or business association changes substantially from the position he or she held when originally invited to join the Board, the Director shall tender a letter of resignation for the Governance Committee to consider. The Committee will review whether the new occupation, or retirement, of the Director is consistent with the specific rationale for originally selecting that individual and the guidelines for Board membership. The Committee will recommend to the Board any action to be taken in connection therewith.

All Directors are encouraged to limit the number of other boards (excluding non-profits) on which they serve, taking into account potential board attendance, participation and effectiveness on these boards. In order to permit more effective participation by every Director, the Board has determined to limit the number of Boards of Directors on which any Director may sit to four Boards in addition to the Company’s. All Directors shall advise the Chief Executive Officer, the Chairman of the Board and the Chairman of the Governance Committee in advance of accepting an invitation to serve on another board or the audit committee of another board. The Company will review any potential conflicts of interest or other matters that may affect the Director’s independence and advise the Chairman of the Governance Committee as to the results of the review. The Chairman of the Governance Committee will confirm suitability of the proposed directorship or audit committee membership with the Director prior to his or her acceptance of the position. If a Director desires to accept a position on the Board or the audit committee of another public company, that Director must confirm to the Board of the Company that he or she has the time and the capability, notwithstanding the new position, to fulfill his or her responsibilities as a Director of the Company.

10) Term Limits
The Board has not adopted term limits for non-employee Directors.

11) Election of Directors Following Appointment
The Board may, but need not, appoint Directors at any time to fill vacancies on the Board. Pentair’s Articles of Incorporation require that each appointed Director must stand for election at the next succeeding annual meeting of shareholders for the remaining term of the class of Directors to which he or she was appointed.

12) Retirement Age
A Director must retire at the first annual meeting of the Company’s shareholders immediately following such Director’s 70^th birthday.

13) Board Compensation and Stock Ownership Guidelines
It is appropriate for the staff of the Company to report once a year to the Governance Committee the status of the Pentair Board compensation in relation to its peers and the targeted comparable companies. As part of a Director’s total compensation and to create a direct linkage with corporate performance, the Board believes that a meaningful portion of a Director’s compensation should be provided and held in stock options and/or common stock units. Within five years after election, Directors are expected to acquire and hold Company stock or stock equivalents having a value equal to five times the annual retainer for Directors.

Compensation for non-employee Directors and Committee chairpersons shall be consistent with the market practices of other reasonably comparable companies, but shall not be at a level or in a form that would call into question the Board’s objectivity. Directors who are employees of the Company will receive no additional compensation for serving as a Director of the Company.

Changes in Board compensation, if any, should come at the suggestion of the Governance Committee, but with full discussion and concurrence by the Board.

14) Executive Sessions of Independent Directors
The non-management Directors of the Board will meet in Executive Session at each regular and special meeting of the Board. If the non-management Directors include directors who are not Independent Directors, then the Independent Directors will meet at least once a year in Executive Session including only Independent Directors. Executive Sessions will be chaired by the Lead Director selected by the Board.

15) Assessing the Board’s Performance
The Governance Committee is responsible to report annually to the Board an assessment of the Board’s performance. In addition, each Committee is responsible to report annually to the Board an assessment of that Committee’s performance. These assessments will be discussed with the full Board, which will evaluate whether the Board and its committees are functioning effectively. This should be done following the end of each fiscal year and at the same time as the report on Board membership criteria.

These assessments should be of the Board’s contribution as a whole and specifically review areas in which the Board and/or the management believes a better contribution could be made in order to increase the effectiveness of the Board.

16) Director Continuing Education
All Directors are encouraged to attend appropriate director continuing education programs. The fees for such programs, and reasonable travel and out-of-pocket expenses, will be paid by the Company to the extent not paid or reimbursed by any other organization.

Responsibilities of the Board

17) Responsibilities and Duties
The primary responsibility of the Board is to oversee the performance of the Company, its plans and prospects, as well as immediate issues facing the Company. Directors are expected to attend all scheduled meetings of the Board and the Committees on which they serve and all meetings of shareholders. In addition to its general oversight of management, the Board (either directly or through its committees) also performs a number of specific functions, including:

	a.		Representing the interests of the Company’s shareholders in maintaining and enhancing the success of the Company’s business, including optimizing long-term returns to increase shareholder value;
	b.		Selecting, evaluating and compensating a well-qualified Chief Executive Officer of high integrity, and overseeing Chief Executive Officer succession planning;
	c.		Providing counsel and oversight on the selection, evaluation, development and compensation of senior management;

	d.		Reviewing, approving and interacting with senior management with respect to the Company’s fundamental financial and business strategies and major corporate actions, including strategic planning, management development and succession, operating performance and shareholder returns;
	e.		Assessing major risks facing the Company and reviewing options for their mitigation;
	f.		Ensuring processes are in place for maintaining the integrity of the Company, the integrity of its financial statements, the integrity of its compliance with law and ethics, the integrity of its relationships with customers and suppliers and the integrity of its relationships with other stakeholders; and
	g.		Providing general advice and counsel to the Chairman of the Board, Chief Executive Officer and other senior management personnel.

18) Board Access to Independent Advisors
Directors are authorized to retain and consult with independent advisors, as is necessary and appropriate, without consulting management.

19) Shareholder Communications with Directors
Shareholders and other interested parties may communicate with the full Board, non-management Directors as a group or individual Directors, including the Lead Director, if any, or the Director who chairs Executive Sessions, by providing such communication in writing to the Company’s Secretary, who will directly provide such communication to the full Board or specified Directors, as the case may be.

Board Relationship to Senior Management

20) Regular Attendance of Non-Directors at Board Meetings
Senior management non-Board members may attend the meetings of the Board at its discretion. In addition, the Board may request the attendance of other individuals as necessary or appropriate.

21) Board Access to Senior Management
Board members have complete access to the Company’s management. Board members will use their judgment to be sure that this contact is not distracting to the business operation of the Company.

Furthermore, the Board encourages the management to, from time to time, bring managers into Board meetings who: (a) can provide additional insight into the items being discussed because of personal involvement in these areas, and/or (b) are managers with future potential that the senior management believes should be given exposure to the Board.

Meeting Procedures

22) Selection of Agenda Items for Board Meetings
The Chairman of the Board will establish the agenda for each Board meeting in consultation with the Lead Director. Each Board member is free to request the inclusion of additional items on the agenda.

23) Board Materials Distributed in Advance
Information and data that is important to the Board’s understanding of the business will be distributed in writing to the Board before the Board meets with reasonable time provided for review.

24) Board Presentations
As a general rule, presentations on specific subjects should be sent to the Board members in advance so that Board members are adequately informed and prepared and discussion time focused on questions that the Board has about the material.

Committee Matters

25) Number, Structure and Independence of Committees
From time to time, the Board may want to form a new committee or disband a current Committee depending upon the circumstances. The current four committees are Audit and Finance, Compensation, Governance, and International. The Audit and Finance, Compensation and Governance committees shall be composed solely of Independent Directors.

26) Assignment and Rotation of Committee Members
The Governance Committee is responsible, after consultation with the Chairman of the Board and with consideration of the desires of individual Board members, for the assignment of Board members to various committees.

It is the sense of the Board that consideration should be given to rotating Committee members periodically, but the Board does not believe that such a rotation should be mandated as a policy since there may be reasons at a given point in time to maintain an individual Director’s committee membership for a longer period.

Any Board member is welcome to attend the meetings of any Committee of the Board, whether or not a member of such Committee.

27) Frequency and Length of Committee Meetings
The Committee Chair, in consultation with committee members, will determine the frequency and length of the meetings of the Committee.

28) Committee Agenda
The Chair of the Committee, in consultation with the appropriate members of the Committee and management, will develop the Committee’s agenda.

Leadership Development

29) Formal Evaluation of the Chairman and the Chief Executive Officer
The Compensation Committee and the other Independent Directors shall make this evaluation annually, and it should be communicated to the Chief Executive Officer by the Chair of the Compensation Committee. The evaluation should be based on objective criteria including performance of the business, accomplishment of long-term strategic objectives, development of management, etc. The evaluation will be used by Committee in the course of its deliberations when considering the compensation of the Chief Executive Officer.

30) Succession Planning
The Governance Committee and the Chief Executive Officer will provide to the Board an annual report on succession planning.

There should also be available to the Governance Committee, on a continuing basis, the Chief Executive Officer’s recommendation as a successor should the Chief Executive Officer be unexpectedly disabled. If such a vacancy occurs, the Governance Committee shall recommend a successor, whether interim or permanent, to the Board.

* * *

Nothing in these Corporate Governance Principles is intended to expand the fiduciary duty or other legal obligations of Board members or officers of the Company beyond those provided for under applicable law or regulation.

PLEASE SIGN AND RETURN PROMPTLY TO REDUCE SOLICITATION EXPENSES

PENTAIR, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
May 4, 2006

     The undersigned hereby appoints Randall J. Hogan and David D. Harrison, or either of them, as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of Common Stock of Pentair, Inc. held of record by the undersigned on March 6, 2006, at the Annual Meeting of Shareholders of Pentair, Inc. to be held at 10:00 a.m., Thursday, May 4, 2006, at the Thrivent Financial Auditorium, 625 4th Avenue South, Minneapolis, Minnesota, and any adjournment or adjournments thereof.

THE BOARD RECOMMENDS A VOTE “FOR” EACH PROPOSAL.

1.

ELECTION OF DIRECTORS:

	o		FOR all nominees listed below except those I have struck by a line through their names.
	o		WITHHOLD AUTHORITY to vote for all nominees listed below.

01 Charles A. Haggerty		02 Randall J. Hogan		03 David A. Jones

(continued on reverse side)

(continued from reverse side)

2.		RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP as independent registered public accounting firm of the company for 2006     o FOR     o AGAINST     o ABSTAIN
3.		To transact such other business as may properly come before the meeting or any adjournment thereof.

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS DIRECTED BY THIS PROXY, BUT IF THIS PROXY IS RETURNED SIGNED WITH NO DIRECTION MADE, THEY WILL BE VOTED “FOR” EACH OF THE DIRECTORS AND PROPOSALS.

The undersigned hereby ratifies and confirms all that the Proxies shall lawfully do or cause to be done by virtue hereof and hereby revokes all proxies heretofore given to vote such shares.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PENTAIR, INC.

Signature

Signature if held jointly

Dated:                                         , 2006

THIS CARD MUST BE DATED.

(Please sign exactly as your name appears to the left. When shares are held by joint tenants, both should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by an authorized person.)

PLEASE SIGN AND RETURN PROMPTLY
TO REDUCE SOLICITATION EXPENSES

PENTAIR, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
May 4, 2006

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PENTAIR, INC.

     The undersigned hereby appoints Randall J. Hogan and David D. Harrison, or either of them, as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated below, all the shares of Common Stock of Pentair, Inc. held of record by the undersigned on March 6, 2006 at the Annual Meeting of Shareholders of Pentair, Inc. to be held at 10:00 a.m., Thursday, May 4, 2006, at the Thrivent Financial Auditorium, 625 4th Avenue South, Minneapolis, Minnesota, and any adjournment or adjournments thereof.

     Furthermore, if I am a participant in the Pentair, Inc. Employee Stock Ownership Plan (Pentair ESOP), I hereby direct Fidelity Management Trust Company as Pentair ESOP Trustee, to vote at the Annual Meeting of Shareholders of Pentair, Inc. to be held at 10:00 a.m., Thursday, May 4, 2006, at the Thrivent Financial Auditorium, 625 4th Avenue South, Minneapolis, Minnesota, and any adjournment or adjournments thereof, all shares of Common Stock of Pentair, Inc. allocated to my account in the Pentair ESOP as of March 6, 2006. I understand that my vote must be received by Wells Fargo Bank, N.A., acting as tabulation agent for the Pentair ESOP Trustee, by April 27, 2006. If it is not received by that date, or if the voting instructions are invalid, the shares held in my account will be voted by Fidelity Management Trust Company, in the same proportion that the other participants direct them to vote shares allocated to their accounts.

See reverse for voting instructions.

There are three ways to vote your Proxy

Your telephone or Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.		COMPANY #

VOTE BY PHONE — TOLL FREE — 1-800-560-1965 — QUICK ××× EASY ××× IMMEDIATE

•		Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on May 3, 2006.
•		Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions the voice provides you.

VOTE BY INTERNET — http://www.eproxy.com/pnr/ — QUICK ××× EASY ××× IMMEDIATE

•		Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on May 3, 2006.
•		Please have your proxy card and the last four digits of your Social Security Number or Tax Identification Number available. Follow the simple instructions to obtain your records and create an electronic ballot.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or return it to Pentair, Inc., c/o Shareowner Services^SM, P.O. Box 64873, St. Paul, MN 55164-0873.

If you vote by Phone or Internet, please do not mail your Proxy Card

â Please detach here â

THE BOARD RECOMMENDS A VOTE “FOR” EACH PROPOSAL.

1.

Election of directors:

01 Charles A. Haggerty 02 Randall J. Hogan

03 David A. Jones

o

Vote FOR all nominees (except as marked)

o

WITHHELD AUTHORITY to vote for all nominees listed

(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)

2.

RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP as independent registered public accounting firm of the company for 2006

o

For

o

Against

o

Abstain

3.

To transact such other business as may properly come before the meeting or any adjournment thereof

.

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS DIRECTED BY THIS PROXY, BUT IF THIS PROXY IS RETURNED SIGNED WITH NO DIRECTION MADE, THEY WILL BE VOTED “FOR” EACH OF THE DIRECTORS AND PROPOSALS.

The undersigned hereby ratifies and confirms all that the Proxies shall lawfully do or cause to be done by virtue hereof and hereby revokes all proxies heretofore given to vote such shares.

Date                                                                      , 2006

Address Change? Mark Box

o   Indicate changes below:

THIS CARD MUST BE DATED.

Signature(s) in Box

Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

PLEASE SIGN AND RETURN PROMPTLY TO REDUCE
SOLICITATION EXPENSES

PENTAIR, INC.
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
May 4, 2006

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PENTAIR, INC.

     As a participant in the Pentair, Inc. International Employee Stock Purchase and Bonus Plan (Plan), I hereby appoint Randall J. Hogan and David D. Harrison, or either of them, as Proxies, each with the power to appoint his substitute, and hereby authorize them to represent and to vote, as designated below, all the shares of Common Stock of Pentair, Inc. allocated to my account in the Plan as of March 6, 2006, at the Annual Meeting of Shareholders of Pentair, Inc. to be held at 10:00 a.m., Thursday, May 4, 2006, at the Thrivent Financial Auditorium, 625 4th Avenue South, Minneapolis, Minnesota, and any adjournment or adjournments thereof.

See reverse for voting instructions.

There are two ways to vote your Proxy

Your Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.		COMPANY #

VOTE BY INTERNET — http://www.eproxy.com/pnr/ — QUICK ××× EASY ××× IMMEDIATE

•		Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on May 3, 2006.
•		Please have your proxy card available. Follow the simple instructions to obtain your records and create an electronic ballot.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or return it to Pentair, Inc., c/o Shareowner Services^SM, P.O. Box 64873, St. Paul, MN 55164-0873.

If you vote by Internet, please do not mail your Proxy Card

â Please detach here â

THE BOARD RECOMMENDS A VOTE “FOR” EACH PROPOSAL.

1.

Election of directors:

01 Charles A. Haggerty 02 Randall J. Hogan

03 David A. Jones

o

Vote FOR all nominees (except as marked)

o

WITHHELD AUTHORITY to vote for all nominees listed

(Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)

2.

RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP as independent registered public accounting firm of the company for 2006

o

For

o

Against

o

Abstain

3.

To transact such other business as may properly come before the meeting or any adjournment thereof.

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS DIRECTED BY THIS PROXY, BUT IF THIS PROXY IS RETURNED SIGNED WITH NO DIRECTION MADE, THEY WILL BE VOTED “FOR” EACH OF THE DIRECTORS AND PROPOSALS.

The undersigned hereby ratifies and confirms all that the Proxies shall lawfully do or cause to be done by virtue hereof and hereby revokes all proxies heretofore given to vote such shares.

Date                                                                      , 2006

Address Change? Mark Box

o   Indicate changes below:

THIS CARD MUST BE DATED.

Signature(s) in Box

Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.