UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.          )

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Pentair, Inc.

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PENTAIR, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 3, 2007

To our Shareholders:

         Our Annual Meeting of Shareholders will be held at the Cinema Art Theater of the Walker Art Center, 1750 Hennepin Avenue South, Minneapolis, Minnesota, on Thursday, May 3, 2007, at 10:00 a.m., for the following purposes:

	1.		to elect four directors;
	2.		to amend our Articles of Incorporation to adopt a majority voting standard for the election of directors;
	3.		to amend our Articles of Incorporation and our By-Laws to provide for the election of up to eleven directors;
	4.		to vote upon a proposal put forth by one of our shareholders that we add sexual orientation to our written non-discrimination policy;
	5.		to vote upon a proposal put forth by one of our shareholders that we issue a sustainability report to shareholders;
	6.		to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2007;

and to transact such other business as may properly come before the Annual Meeting or any adjournment of the Annual Meeting. We are not aware of any items of other business to be presented at the Annual Meeting.

          The Board of Directors has fixed the close of business on March 5, 2007 as the record date for determining the shareholders entitled to vote at the Annual Meeting. Accordingly, you are only entitled to vote if you are a shareholder of record at the close of business on that date. Our transfer books will not be closed.

Golden Valley, Minnesota
March 23, 2007

IMPORTANT: Your vote is very important. To legally hold an Annual Meeting, a majority of the outstanding shares must be in attendance. We encourage you to vote your proxy as soon as possible. You may vote by Internet or telephone as described in the voting instructions on the proxy; or date, sign and return the proxy in the enclosed envelope. You may vote in person at the Annual Meeting even if you submit your proxy by Internet, phone or mail.

Proxy Statement for the

Annual Meeting of Shareholders of

PENTAIR, INC.

To Be Held on Thursday, May 3, 2007

TABLE OF CONTENTS

		Page
Proxy Statement			1
Solicitation			1
Voting Information			1
Corporate Governance Matters			4
Proposal 1 — Election of Certain Directors			8
Compensation Discussion and Analysis			12
Compensation Committee Report			23
Executive Compensation			24
Summary Compensation Table			24
Grants of Plan-Based Awards			26
Outstanding Equity Awards at December 31, 2006			28
Option Exercises and Stock Vested			30
Pension Benefits			30
Nonqualified Deferred Compensation			31
Potential Payments Upon Termination or Change of Control			32
Director Compensation			35
Security Ownership			38
Proposal 2 — Proposal to Amend our Articles of Incorporation to Adopt a Majority Voting Standard for the Election of Directors			39
Proposal 3 — Proposal to Amend our Articles of Incorporation and our By-Laws to Provide for the Election of up to Eleven Directors			40
Proposal 4 — Proposal that We Add Sexual Orientation to our Written Non-Discrimination Policy			41
Proposal 5 — Proposal that We Issue a Sustainability Report to Shareholders			43

		Page
Proposal 6 — The Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2007			45
Audit Committee Disclosure			46
Audit Committee Report			47
Section 16(a) Beneficial Ownership Compliance			48
Shareholder Proposals for the 2008 Annual Meeting of Shareholders			48
Other Business			48
2006 Annual Report on Form 10-K			48
Reduce Duplicate Mailings			48
Appendix A — Corporate Governance Principles			A-1
Appendix B — Proposed Amendment to the Articles of Incorporation regarding the Adoption of a Majority Voting Standard for the Election of Directors			B-1
Appendix C — Proposed Amendments to the Articles of Incorporation and the By-Laws regarding the Election of up to Eleven Directors			C-1

PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS OF
PENTAIR, INC.
TO BE HELD ON THURSDAY, MAY 3, 2007

          This Proxy Statement, the accompanying proxy card and our Annual Report to Shareholders are being mailed on or about March 26, 2007. Our Board of Directors (the “Board”) is soliciting your proxy to vote your shares at the Annual Meeting. The Board is soliciting your proxy to give all shareholders of record the opportunity to vote on matters that will be presented at the Annual Meeting. This Proxy Statement provides you with information on these matters to assist you in voting your shares.

What is a proxy?

          A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By voting your proxy by submitting the enclosed proxy card, by telephone or over the Internet, you are giving the persons named on the proxy card the authority to vote your shares in the manner you indicate on your proxy card.

Why did I receive more than one proxy card?

          You will receive multiple proxy cards if you hold your shares in different ways (for example, joint tenancy, trusts, custodial accounts) or in multiple accounts. If your shares are held by a broker (in “street name”), you will receive your proxy card or other voting information from your broker, and you will return your proxy card or cards or otherwise vote your proxy as indicated in the materials you receive with this Proxy Statement. You should vote your proxy for each separate account you have.

Voting Information

Who is qualified to vote?

          You are qualified to receive notice of the Annual Meeting and to vote if you own shares of our Common Stock at the close of business on our record date of March 5, 2007.

How many shares of Common Stock may vote at the Annual Meeting?

          As of March 5, 2007, there were 100,073,935 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter presented.

What is the difference between a “shareholder of record” and a “street name” holder?

          These terms describe how your shares are held. If your shares are registered directly in your name with Wells Fargo Bank, N.A., our transfer agent, you are a “shareholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder.

How do I vote my shares?

          If you are a “shareholder of record”, you have three choices. You can vote your proxy:

	•		by mailing in the enclosed proxy card;
	•		over the telephone; or
	•		via the Internet.

          Please refer to the specific instructions set forth on the enclosed proxy card. For security reasons, our electronic voting system has been designed to authenticate your identity as a shareholder.

          If you hold your shares in “street name”, your broker/bank/trustee/nominee will provide you with materials and instructions for voting your shares.

Can I vote my shares in person at the Annual Meeting?

          If you are a “shareholder of record”, you may vote your shares in person at the Annual Meeting. If you hold your shares in “street name”, you must obtain a proxy from your broker, banker, trustee or nominee, giving you the right to vote the shares at the Annual Meeting.

What are the Board’s recommendations on how I should vote my shares?

          The Board recommends that you vote your shares as follows:

Proposal 1 —		FOR the election of three nominees for election to our Board with terms expiring at the 2010 Annual Meeting of Shareholders.
Proposal 2 —		FOR the amendment of our Articles of Incorporation to adopt a majority voting standard for the election of directors.
Proposal 3 —		FOR the amendment of our Articles of Incorporation and By-Laws to provide for the election of up to eleven directors.
Proposal 4 —		AGAINST a shareholder proposal that we add sexual orientation to our written non-discrimination policy.
Proposal 5 —		AGAINST a shareholder proposal that we issue a sustainability report to shareholders.
Proposal 6 —		FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2007.

What are my choices when voting?

          Proposal 1 — You may cast your vote in favor of electing the nominees as directors, or you may withhold your vote on one or more nominees.

          Proposals 2, 3, 4, 5 and 6 — You may cast your vote in favor of or against each proposal, or you may elect to abstain from voting your shares.

How would my shares be voted if I do not specify how they should be voted?

          If you submit your proxy without indicating how you want your shares to be voted, the persons named on the proxy card will vote your shares according to the Board’s recommendations that are listed above.

          As to any other business that may properly come before the Annual Meeting, the persons named on the proxy card will vote in accordance with their best judgment. We do not presently know of any other business.

How many shares of Common Stock constitute a quorum for the Annual Meeting?

          A majority of the shares of Common Stock outstanding as of March 5, 2007, will constitute a quorum at the Annual Meeting.

What vote is required to approve each proposal?

          Proposals 1, 4, 5 and 6 each require the affirmative vote of a majority of those shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

          Proposals 2 and 3 each require the affirmative vote of at least 60% of those shares entitled to vote at the Annual Meeting, so long as the negative vote of those shares entitled to vote at the Annual Meeting does not exceed 25%.

How are abstentions and broker non-votes treated?

          Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting. Minnesota law and our Articles of Incorporation provide that abstentions are counted in determining the total number of the votes cast on proposals presented to shareholders, but that abstentions are not treated as votes in favor of proposals voted upon at the Annual Meeting. For proposals 1, 4, 5 and 6, broker non-votes are not counted for purposes of determining the total number of votes cast on proposals presented to shareholders. For proposals 2 and 3, abstentions and broker non-votes are counted neither as votes for the proposal with respect to the 60% approval requirement nor as negative votes with respect to the 25% disapproval limitation.

Can I change my vote after I have submitted my proxy?

          You may revoke your proxy by doing one of the following:

	•		by sending a written notice of revocation to our Secretary that is received before the Annual Meeting, stating that you revoke your proxy;
	•		by delivering a later-dated proxy by telephone, on the Internet, or in writing so that it is received before the Annual Meeting in accordance with the instructions included in the proxy card(s); or
	•		by attending the Annual Meeting and voting your shares in person.

Who will count the votes?

          Representatives from Wells Fargo Bank, N.A., our transfer agent, will count the votes and serve as our Inspectors of Election. The Inspectors of Election will be present at the Annual Meeting.

Who pays the cost of this proxy solicitation?

          We pay the costs of soliciting proxies sought by the Board. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of our Common Stock. Morrow & Co., 470 West Avenue, Stamford, Connecticut, is assisting us in the solicitation of proxies at a cost to us of $8,500, plus expenses. Votes are tabulated by our stock transfer agent, Wells Fargo Bank, N.A.

CORPORATE GOVERNANCE MATTERS

Board Governance

          The Board has adopted and regularly reviews and, if appropriate, revises its Corporate Governance Principles and written charters for its Audit Committee, Compensation Committee, Governance Committee and International Committee in accordance with rules of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). We and our Board continue to be committed to the highest standards of corporate governance and ethics. The Board also adopted Pentair’s Code of Business Conduct and Ethics (“Code of Conduct”) and has designated it as the code of ethics for our Chief Executive Officer and senior financial officers. Copies of all of these documents are available, free of charge, on our website at www.pentair.com/code.html or in print to any shareholder who requests them in writing from our Secretary.

Independent Directors

          The Board determines the independence of each director and nominee for election as a director. The Board makes these determinations in accordance with the NYSE rules for independence of directors and categorical standards of independence included in the Corporate Governance Principles which are attached as Appendix A. Based on these standards, at its meeting held on February 27, 2007, the Board affirmatively determined that each of the following non-employee directors and non-employee director nominees is independent and has no material relationship with us, except as a director or shareholder:

		(1) Glynis A. Bryan		(6) Ronald L. Merriman
		(2) Barbara B. Grogan		(7) William T. Monahan
		(3) Charles A. Haggerty		(8) Karen E. Welke
		(4) David A. Jones		(9) T. Michael Glenn
		(5) Augusto Meozzi		(10) David H. Y. Ho

          In addition, based on the NYSE standards and categorical standards of independence included in the Corporate Governance Principles, the Board affirmatively determined that: (a) Randall J. Hogan is not independent because he is our Chief Executive Officer; and (b) Richard J. Cathcart is not independent because he is our employee.

          In determining the independence of directors, our Governance Committee considers circumstances where one of our directors also serves as a director or executive officer of a company that is our customer or supplier. The Governance Committee has reviewed each of these relationships, which are set forth below. In each case, the relationship involves sales to or purchases from the organization indicated which (i) amount to less than the greater of $1 million or 2% of that organization’s consolidated gross revenues during each of 2006, 2005 and 2004; and (ii) during all relevant years were not of an amount or nature that impeded the director’s exercise of independent judgment.

Director		Relationships Considered
Glynis A. Bryan		Former Chief Financial Officer, APL Logistics
Charles A. Haggerty		Director, Beckman Coulter, Inc.
Charles A. Haggerty		Director, Deluxe Corporation
William T. Monahan		Director, Hutchinson Technology, Inc.
William T. Monahan		Director, Novelis Inc.
William T. Monahan		Former Chief Executive Officer, Imation Corp.
Karen E. Welke		Director, Millipore Corporation

Shareholder and Other Stakeholder Communication with the Board

          If you are a shareholder or other stakeholder and wish to communicate with the Board, non-management directors as a group or any individual director, including the Lead Director, you may send a letter addressed to the relevant party, c/o Corporate Secretary, Pentair, Inc., 5500 Wayzata Boulevard, Suite 800, Golden Valley, MN 55416. The Board has instructed the Secretary to forward such communications directly to the addressee(s).

Committees of the Board

          The Board has four standing committees: the Audit Committee, the Compensation Committee, the Governance Committee and the International Committee. The International Committee meets once or twice a year. The other committees generally hold meetings when the Board meets and additionally as needed. Management representatives attend each committee meeting. Independent directors generally also meet in executive session without management present.

Audit Committee

Role:		The Audit Committee is responsible, among other things, for assisting the Board with oversight of our accounting and financial reporting processes and audits of our financial statements. These responsibilities include the integrity of the financial statements, compliance with legal and regulatory requirements, the independence and qualifications of our external auditor and the performance of our 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 holds meetings periodically with our independent and internal auditors, the Board and management to review and monitor the adequacy and effectiveness of reporting, internal controls, risk assessment and compliance with our policies.
Meetings:		The Audit Committee held nine meetings in 2006.
Members:		The members of the Audit Committee are Ronald L. Merriman (Chair), Glynis A. Bryan, Augusto Meozzi and Karen E. Welke. All members have been determined to be independent under SEC and NYSE rules. Mr. Merriman is a member of the audit committees of Aircastle Limited, Realty Income Corporation and Haemonetics Corporation, each of which is a publicly-traded company. The Board has determined that Mr. Merriman’s service on the audit committees of three other public companies does not impair his ability to effectively serve on our Audit Committee.
Report:		You can find the Audit Committee Report on page 47 of this Proxy Statement.
Charter:		You can find the Audit Committee Charter at: www.pentair.com/audit.html.
Financial Experts:		The Board has unanimously determined that all members of the Audit Committee are financially literate under NYSE rules and at least one member has financial management expertise. In addition, the Board has determined that all members of the Audit Committee qualify as “audit committee financial experts” under SEC regulations.
Compensation Committee
Role:		The Compensation Committee sets and administers the policies that govern executive compensation. This includes establishing and reviewing executive base salaries, administering the Management Incentive Plan and the Executive Officer Performance Plan and administering equity-based compensation under the Omnibus Stock Incentive Plan. The Compensation Committee also sets the Chief Executive Officer’s compensation based on the Board’s annual evaluation of the Chief Executive Officer’s performance. The Committee has engaged Buck Consultants, a human resources consulting firm, to aid the Committee in its annual review of our executive and director compensation programs for continuing appropriateness and reasonableness and to make recommendations regarding executive officer and director compensation levels and structures. In reviewing our compensation programs, the Compensation Committee also considers other sources to evaluate external market, industry and peer company practices. A more complete description of these practices can be found

		on pages 12, 13 and 14 of this Proxy Statement under the headings “Compensation Committee Practices,” “Role of Executive Officers in Compensation Decisions” and “Comparative Framework” in the Compensation Discussion and Analysis section of this Proxy Statement.
Meetings:		The Compensation Committee held six meetings during 2006.
Members:		The members of the Compensation Committee are William T. Monahan (Chair), Barbara B. Grogan, Charles A. Haggerty and David A. Jones. All members have been determined to be independent under NYSE rules.
Report:		You can find the Compensation Committee Report on page 23 of this Proxy Statement.
Charter:		You can find the Compensation Committee Charter at: www.pentair.com/compensation.html.
Governance Committee
Role:		The Governance Committee is responsible, among other things, for identifying individuals qualified to become directors and recommending nominees to the Board for election at annual meetings of shareholders. In addition, the Governance Committee monitors developments in director compensation and, as appropriate, recommends changes in director compensation to the Board. The Governance Committee is also responsible for developing and recommending to the Board corporate governance principles applicable to us. Finally, the Governance Committee oversees public policy matters and compliance with our Code of Conduct.
Meetings:		The Governance Committee held five meetings in 2006.
Members:		The members of the Governance Committee are Barbara B. Grogan (Chair), Charles A. Haggerty, David A. Jones and William T. Monahan. All members have been determined to be independent under NYSE rules.
Charter:		You can find the Governance Committee Charter at: www.pentair.com/governance.html.
International Committee
Role:		The International Committee reviews our operations outside North America and assists management in formulating growth, development and organizational strategies for our international business divisions.
Meetings:		The International Committee held one meeting in 2006.
Members:		The members of the International Committee are Augusto Meozzi (Chair), Richard J. Cathcart, Barbara B. Grogan, Charles A. Haggerty, Randall J. Hogan, William T. Monahan and Karen E. Welke.
Charter:		You can find the International Committee Charter at: www.pentair.com/international.html.

Compensation Committee Interlocks and Insider Participation

          During 2006, we did not employ any member of the Compensation Committee as an officer or employee and there were no interlock relationships.

Policies and Procedures Regarding Related Person Transactions

     In February 2007, our Board adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:

	•		a “related person” means any of our directors, executive officers or five-percent shareholders or any of their immediate family members; and
	•		a “related person transaction” generally is a transaction (including any indebtedness or a guarantee of indebtedness) in which we were or are a participant and the amount involved exceeds $50,000, and in which a related person had or will have a direct or indirect material interest.

     Potential related person transactions must be brought to the attention of the Governance Committee directly or to the General Counsel for transmission to the Governance Committee. Disclosure to the Governance Committee should occur before, if possible, or as soon as practicable after the related person transaction is effected, but in any event as soon as practicable after the executive officer or director becomes aware of the related person transaction. The Governance Committee’s decision whether or not to approve or ratify a related person transaction is to be made in light of a number of factors, including the following:

	•		whether the terms of the related person transaction are fair to us and on terms at least as favorable as would apply if the other party was not or did not have an affiliation with any of our directors, executive officers or five-percent shareholders;
	•		whether there are demonstrable business reasons for us to enter into the related person transaction;
	•		whether the related person transaction could impair the independence of a director under the Corporate Governance Principles’ standards for director independence; and
	•		whether the related person transaction would present an improper conflict of interest for any of our directors or executive officers, taking into account the size of the transaction, the overall financial position of the director or executive officer, the direct or indirect nature of the interest of the director or executive officer in the transaction, the ongoing nature of any proposed relationship, and any other factors the Committee deems relevant.

     We had no related person transactions during 2006. To our knowledge, no related person transactions are currently proposed.

PROPOSAL 1

Election of Certain Directors

Information About Directors

Board Composition

          Our Articles of Incorporation and By-Laws currently provide for a Board of ten members. The Board is divided into three classes with directors serving three-year terms. The beginning date for each term is staggered so that, in any particular year, the term of only one class expires. Vacancies may be filled through appointment by the Board or through election by shareholders at a special meeting of shareholders called for that purpose. Any director appointed by the Board is required to stand for election at the next annual meeting of shareholders or next special meeting of shareholders called for that purpose. There were no such appointments in 2006.

Directors’ Attendance

          The Board held eight meetings in 2006. In five of those meetings, the independent directors also met in executive session, without management, Mr. Hogan or Mr. Cathcart present. Charles A. Haggerty has been appointed by the Board as its Lead Director. Mr. Haggerty acts as its presiding director for all executive sessions of the non-employee directors. All directors attended at least 75% of the aggregate of all meetings of the Board and all meetings of the Committees on which they served during the fiscal year ended December 31, 2006. We expect our directors to attend our annual meetings of shareholders. All of the directors attended the annual meeting of shareholders in May 2006.

Director Qualifications

          The Governance Committee searches for qualified candidates to be a director, reviews the qualifications of each candidate and recommends to the Board the names of qualified candidates to be nominated for election or re-election as directors. The Board reviews the candidates recommended by the Governance Committee and nominates candidates for election or re-election by the shareholders. The Governance Committee recognizes that the contribution of the Board will depend both on the character and capacities of the directors taken individually and on their collective strengths. With this in mind, the Governance Committee evaluates candidates in light of a number of criteria. Directors are chosen with a view to bringing to the Board a variety of experience and backgrounds and establishing a core of business advisers with financial and management expertise. The Governance Committee also considers candidates who have substantial experience outside the business community, such as in the public, academic or scientific communities.

          When they consider possible candidates for appointment or election as directors, the Governance Committee and the Board are also guided by the following principles:

	•		each director should be chosen without regard to sex, race, religion or national origin;
	•		the Corporate Governance Principles and the rules adopted by the SEC and the NYSE require that at least a majority of the Board consist of independent directors;
	•		each director should possess the highest character and integrity and have an inquiring mind, vision and the ability to work well with others;
	•		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;
	•		each director should possess substantial and significant experience which would be of particular importance to us in the performance of the duties of a director and would increase the diversity of experience, expertise and training of the Board taken as a whole;

	•		each director should have sufficient time available to devote to our affairs in order to carry out the responsibilities of a director; and
	•		each director should be committed to enhancing long-term shareholder value and be willing and able to represent the balanced, best interests of the shareholders as a whole rather than the interests of a special interest group or constituency.

     In 2006, the Governance Committee retained two independent consultants to advise it and to assist the Committee in recruiting candidates for two vacancies on the Board anticipated as a result of the pending expiration of the terms of directors Augusto Meozzi and Karen E. Welke. The Committee solicited the other members of the Board to identify other qualified candidates and to assist in recruitment of potential nominees. The Committee identified and interviewed a number of candidates proposed by these firms and by other directors. Both nominees included in the Board’s proxy card were initially recommended by non-management directors.

          

Shareholder Nominees

           Shareholders submitted no candidates for nomination for election as a director to the Governance Committee in connection with the 2007 Annual Meeting. According to our By-Laws, a shareholder must give advance notice and furnish certain information in order to submit a nomination for election as a director. Any shareholder who wishes to present a candidate for consideration by the Governance Committee should send a letter identifying the name of the candidate and summary of the candidate’s qualifications, along with the other supporting documentation described in Article 1, Section 10 of our By-Laws, to the Governance Committee. This letter should be addressed c/o Corporate Secretary, Pentair, Inc., 5500 Wayzata Boulevard, Suite 800, Golden Valley, MN 55416 no earlier than January 10, 2008 and no later than February 4, 2008 for consideration at the 2008 Annual Meeting. You can find a copy of our By-Laws on file with the SEC by searching the EDGAR archives at www.sec.gov/edgar/searchedgar/webusers.htm. You may also obtain a copy from us free of charge by submitting a written request to the Corporate Secretary, Pentair, Inc., 5500 Wayzata Boulevard, Suite 800, Golden Valley, MN 55416.

Election of Directors

          The terms of directors Augusto Meozzi and Karen E. Welke expire at the Annual Meeting. Mr. Meozzi and Ms. Welke have each indicated that they will serve until the end of their terms but will not stand for election for another term. The Board, upon recommendation of the Governance Committee, has nominated four persons as candidates to be elected as directors at the upcoming Annual Meeting. The Board has nominated T. Michael Glenn and David H.Y. Ho and incumbent directors Glynis A. Bryan and William T. Monahan for three-year terms that expire at the 2010 Annual Meeting of Shareholders. Six directors have terms of office that do not expire at this time and will continue to serve their full terms.

Directors Standing For Election

          For a Three-Year Term Expiring at the 2010 Annual Meeting of Shareholders

T. Michael Glenn, nominee, age 51

          Since January 1998, Mr. Glenn has been the Executive Vice President — Market Development and Corporate Communications of FedEx Corporation. From June 1994 to January 1998, Mr. Glenn was Senior Vice President — Marketing and Corporate Communications of FedEx Express. Mr. Glenn is also a director of Deluxe Corporation.

David H. Y. Ho, nominee, age 47

          Since April 2004, Mr. Ho has been the President of Nokia China Investment Limited, the Chinese operating subsidiary of Finland-based Nokia Corporation, a multinational telecommunications company. Since January 2002, Mr. Ho has also served as Nokia China Investment Limited’s Senior Vice President, Networks — Greater China. Between 2000 and August 2001, Mr. Ho was the Senior Vice President and Chief Operating Officer of Nortel Networks China Limited, the Chinese operating subsidiary of Canada-based Nortel Networks Corporation, a multinational telecommunications company. Between 1998 and 1999, Mr. Ho was the Vice President and General Manager of Nortel Networks China Limited’s Greater China Wireless Solutions division. Prior to joining Nortel Networks China Limited, Mr. Ho spent 15 years working in the Chinese operating subsidiaries of multinational telecommunications companies in roles of increasing responsibility.

Glynis A. Bryan, director since 2003, age 48

          Since April 2005, Ms. Bryan has been the Executive Vice President and Chief Financial Officer of Swift Transportation Co., a holding company which operates the largest fleet of truckload carrier equipment in the United States. Between 2001 and March 2005, Ms. Bryan was the Chief Financial Officer of APL Logistics, the supply-chain management arm of Singapore-based NOL Group, a logistics and global transportation business. Prior to joining APL, Ms. Bryan spent 16 years with Ryder System, Inc., a truck leasing company, where she held a series of progressively responsible positions in finance. In her last assignment, Ms. Bryan was Senior Vice President of Ryder Capital Services, where she led the development of the firm’s capital services business. In 1999 and 2000, Ms. Bryan served as Senior Vice President and Chief Financial Officer of Ryder Transportation Services.

William T. Monahan, director since 2001, age 59

          Mr. Monahan serves as the Chair of the Compensation Committee. From November 1995 to May 2004, Mr. Monahan was Chairman of the Board of Directors and Chief Executive Officer of Imation Corp., a manufacturer of magnetic and optical data storage media. Mr. Monahan is also a director of Hutchinson Technology, Inc., The Mosaic Company and Novelis Inc.

Directors Not Standing For Election

With a Term Expiring at the 2008 Annual Meeting of Shareholders

Richard J. Cathcart, director since 2005, age 62

          Since February 2005, Mr. Cathcart has served as our Vice Chairman. He served as President and Chief Operating Officer of our Water Technologies Group from January 2001 until January 2005. He was Executive Vice President and President of our Water Technologies Group from February 1996 through December 2000 and Executive Vice President, Corporate Development from March 1995 through January 1996.

Barbara B. Grogan, director since 1996, age 59

          Ms. Grogan serves as the Chair of the Governance Committee. She was Chairman and President of Western Industrial Contractors, Inc., a company which she founded specializing in machinery erection and installation, from 1982 to 2004. Ms. Grogan was Chairman of the Board of Directors of the Federal Reserve Bank of Kansas City, Denver Branch, from 1989 to 1994, and currently is a director of the Committee for Economic Development, New York City and Volunteers of America, Colorado.

Ronald L. Merriman, director since 2004, age 62

          Mr. Merriman serves as the Chair of the Audit Committee. He is a Managing Director of Merriman Partners, a management advisory firm. He served as Managing Director of O’Melveny & Myers LLP, a global law firm, from 2000 to 2003; Executive Vice President of Carlson Wagonlit Travel, a global travel management firm, from 1999 to 2000 and Executive Vice President of Ambassador Performance Group, Inc., a publicly-traded travel services business, from 1997 to 1999. From 1967 to 1997, Mr. Merriman was employed by KPMG, a global accounting and consulting firm, where he ultimately served as a Vice Chair and member of the Executive Management Committee. He is also a director of Aircastle Limited, Realty Income Corporation and Haemonetics Corporation.

With a Term Expiring at the 2009 Annual Meeting of Shareholders

Charles A. Haggerty, director since 1994, age 65

          Mr. Haggerty serves as the Lead Director. He is currently Chief Executive Officer of LeConte Associates, LLC, a consulting and investment firm. Mr. Haggerty joined Western Digital Corporation, a maker of hard disc drives, in June 1992, where he served as Chief Operating Officer until July 1993, as Chief Executive Officer and Chairman of the Board from July 1993 until he retired as Chief Executive Officer in January 2000 and as Chairman in June 2000. From 1964 to 1992, Mr. Haggerty served in various positions at International Business Machines Corporation. Mr. Haggerty is a director of Imation Corp., Beckman Coulter, Inc., Deluxe Corporation and LSI Corp.

Randall J. Hogan, director since 1999, age 51

          Since January 1, 2001, Mr. Hogan has been our Chief Executive Officer. Mr. Hogan became Chairman of the Board on May 1, 2002. From December 1999 through December 2000, Mr. Hogan was our President and Chief Operating Officer. From March 1998 to December 1999, he was Executive Vice President and President of our Electrical and Electronic Enclosures Group. From February 1995 to August 1997, he was President of the Carrier Transicold Division of United Technologies Corporation. From 1994 until 1995, he was Vice President and General Manager of Pratt & Whitney Industrial Turbines. From 1988 until 1994, he held various executive positions at General Electric. From 1981 until 1987, he was a consultant at McKinsey & Company.

David A. Jones, director since 2003, age 57

          Since 1996, Mr. Jones has been Chairman and Chief Executive Officer of Spectrum Brands, Inc. (formerly Rayovac Corporation), a global consumer products company with major businesses in batteries, lighting, shaving/grooming, personal care, lawn and garden, household insecticide and pet supply product categories. From 1996 to April 1998, he also served Rayovac as President. From 1995 to 1996, Mr. Jones was Chief Operating Officer, Chief Executive Officer, and Chairman of the Board of Directors of Thermoscan, Inc. From 1989 to 1994, he served as President and Chief Executive Officer of The Regina Company. Mr. Jones is also a director of Simmons Company.

          If elected, each of the four director nominees standing for election at the Annual Meeting will serve on the Board until the Annual Meeting in 2010. If any of the four nominees should become unable to accept election, the persons named on the proxy card as proxies may vote for other person(s) selected by the Board or the named proxies. Management has no reason to believe that any of the four nominees for election named below will be unable to serve.

COMPENSATION DISCUSSION AND ANALYSIS

Overview of Compensation Program

          The Compensation Committee (the “Committee”) of our Board sets and administers the policies that govern our executive compensation, including:

	•		establishing and reviewing executive base salaries;
	•		overseeing our annual incentive compensation plans;
	•		overseeing our long-term equity-based compensation plan;
	•		approving all bonuses and awards under those plans; and
	•		annually approving and recommending to the Board all compensation decisions for executive officers, including those for the Chief Executive Officer and the other officers named in the Summary Compensation Table below (the “Named Executive Officers”).

          The Committee seeks to assure that compensation paid to the Named Executive Officers is fair, reasonable and competitive, and is linked to increasing long-term shareholder value. Only independent directors serve on the Committee.

Compensation Philosophy and Objectives

          The Committee believes that the most effective executive compensation program aligns executive initiatives with shareholders’ economic interests. The Committee seeks to accomplish this by rewarding the achievement of specific annual, longer-term and strategic goals that create lasting shareholder value. The Committee evaluates both executive performance and executive compensation to attract and retain superior employees in key positions at compensation levels competitive in the marketplace. To achieve the objectives stated below, the Committee provides executive compensation packages containing both cash and equity-based compensation components that reward performance as measured against established goals. The Committee’s specific objectives include:

	•		to motivate and reward executives for achieving financial and strategic objectives;
	•		to provide rewards commensurate with individual and company performance;
	•		to encourage innovation and growth;
	•		to attract and retain top-quality executives and key employees; and
	•		to align our employee and shareholder interests by encouraging employee stock ownership.

         To balance all these objectives, our executive compensation program uses the following elements:

	•		base salary, to provide a fixed compensation level competitive in the marketplace;
	•		annual incentive compensation plans, to reward short-term performance against specific financial targets;
	•		long-term equity incentive compensation, to link management incentives to shareholder return; and
	•		retirement, perquisites and other benefits, to attract and retain management and other employees over the longer term.

          We discuss each of these components below under the topic “2006 Program Elements” on page 14 of this Proxy Statement.

Compensation Committee Practices

          The Committee meets regularly to review, discuss and approve executive compensation and employee benefit plan matters. To ensure it is able to address all of its responsibilities, the Committee establishes an annual agenda at the beginning of each year. In 2006, the Committee held five regular meetings and one special meeting. The Committee has scheduled five regular meetings for 2007.

          Committee members generally receive written materials one week prior to each regularly scheduled meeting. In addition to the regularly scheduled meetings, the Committee holds additional meetings when necessary. At the close of each regularly scheduled Committee meeting, the Committee conducts an executive session without management present. When appropriate, the Committee also meets in executive session at the close of special meetings. At the Committee’s request, Buck Consultants, the Committee’s compensation consultant, reviews committee meeting materials and attends meetings.

          In making changes to our compensation programs, the Committee considers external market, industry and peer company practices. The Committee reviews each element of the executive compensation program annually for continuing appropriateness and reasonableness. In February each year, the Committee reviews and approves performance measures and related targets for our annual incentive program. When reviewing awards, the Committee considers our corporate performance against our peers for the year and the prior three-year period, as well as our corporate performance compared to our strategic objectives. The Committee reviews and approves all salary increases and stock incentive grants for officers in December and for other management employees in February. The Committee reviews and approves equity grants for newly hired and promoted employees as required throughout the year. Committee actions relating to executive salary, bonus and long-term compensation, as well as changes to our compensation programs, are submitted to the full Board for ratification and approval.

Role of Executive Officers in Compensation Decisions

          The Committee employs a formal rating process to evaluate the Chief Executive Officer’s performance. As part of this process, the Committee reviews financial and other relevant data related to the performance of the Chief Executive Officer at each meeting of the Board throughout the year. At the end of the year, each independent director provides an evaluation and rating of the Chief Executive Officer’s performance in various categories. The Committee Chair submits a consolidated rating report and the Committee’s recommendations regarding the Chief Executive Officer’s compensation to the independent directors for review and ratification. The Lead Director chairs a discussion with independent Board members without the Chief Executive Officer present. From that discussion, the Committee finalizes the Chief Executive Officer’s performance rating. The Committee Chair and the Lead Director review the final rating results and commentary with the Chief Executive Officer. The Committee takes the performance rating and financial data into account in the Board’s adoption of goals and objectives for the Chief Executive Officer for the following year.

          The Chief Executive Officer and the Senior Vice President, Human Resources, generally attend meetings of the Compensation Committee but are not present in executive sessions the Committee holds nor do they participate in deliberations of their own compensation. With the oversight of the Chief Executive Officer and the Senior Vice President, Human Resources, our human resources group formulates recommendations to the Compensation Committee on matters of compensation philosophy and design, as well as specific recommendations for executive compensation. The Chief Executive Officer annually reviews with the Committee the performance of each executive officer (other than himself) and presents compensation recommendations based on these reviews to the Committee. The Committee reviews these recommendations with Buck Consultants and exercises its discretion in adopting or changing compensation proposals for executives other than the Chief Executive Officer. The Committee recommends compensation proposals for the Chief Executive Officer to the full Board for its review, discussion and approval.

Setting Executive Compensation

          The Committee recognizes the importance of maintaining sound principles for developing and administering compensation and benefits programs. The Committee seeks to carry out its responsibilities by:

	•		holding executive sessions (without management present) at every regular Committee meeting;
	•		retaining Buck Consultants, an external compensation consultant, to advise on executive compensation issues;
	•		requiring clear communication of compensation policy and actions to employees and the shareholders;
	•		annually reviewing detailed tally sheets of executive compensation for all executive officers; and
	•		establishing appropriate guidelines for executive change-in-control agreements.

          In the fourth quarter of 2005 and first quarter of 2006, the Committee initiated a comprehensive review of our executive compensation programs. As a result of this review, the Committee adjusted the executive base pay structure and long-term incentive programs to more closely align pay for performance and current market practices.

Comparative Framework

          In making its recommendations to the Board concerning executive officer compensation, the Committee annually reviews and evaluates our corporate performance and our executive officers’ compensation and equity ownership. The Committee also obtains and reviews comparative data from Buck Consultants and a number of third-party sources, including proxy statements, publicly available information and surveys by consulting firms.

          The Committee uses external competitive benchmarks that it believes support the guiding principles outlined above for each element of compensation. For 2006, the market for assessing compensation was defined as companies with revenue comparable to ours (revenues of approximately $1 billion — $6 billion), publicly traded, headquartered in the U.S., and engaged in one or more manufacturing sectors (the “Comparator Group”). The Committee identified these companies as our Comparator Group based upon the analysis and recommendations of Buck Consultants. The Comparator Group consisted of business competitors, similarly structured broadly diversified organizations, and competitors for executive talent: American Standard, Inc., Amphenol Corporation, Flowserve Corporation, Cooper Industries LTD, Crane Company, Danaher Corporation, Donaldson Corporation, Inc., Dover Corporation, Eaton Corporation, Hubbell Inc., ITT Industries, Inc., Jacuzzi Brands, Pall Corporation, Parker-Hannifin Corporation, Rockwell Automation, Inc., A.O. Smith Corporation, SPX Corporation, Thomas & Betts Corporation.

2006 Program Elements

     For the fiscal year ended December 31, 2006, the principal components of compensation for Named Executive Officers were:

	•		Base salary;
	•		Annual incentive compensation plans;
	•		Long-term equity incentive compensation;
	•		Retirement and other benefits; and
	•		Perquisites and other personal benefits.

Base Salaries

          We provide Named Executive Officers and other employees with a fixed salary. Focusing on the market value of each job, the Committee’s goal is to target the 50^th percentile (the “Midpoint”) of the Comparator Group for executives’ base salary ranges. The Committee developed salary ranges for each Named Executive Officer. The Midpoint of the range is set at the 50^th percentile of the market data. Market data include published survey data and proxy data for our Comparator Group. Based on various factors, including individual performance, experience and level of responsibility, an executive’s salary is established within a range of 20% of the Midpoint. The Committee determined the Named Executive Officers’ salaries for 2006 in accordance with the Committee’s guideline of establishing base salary at approximately the 50th percentile of our Comparator Group.

Annual Incentive Compensation Plan

          To balance the objective of providing competitive compensation to attract top talent with the objective of linking pay to annual performance, we pay a portion of our executive’s cash compensation as a bonus tied to annual business performance as measured by year over year improvement. We pay cash bonuses under one of two annual incentive plans, the Executive Officer Performance Plan (“EOPP”) and the Management Incentive Plan (“MIP”). The Committee has the sole discretion to determine in which plan eligible employees participate. For 2006, the only participants in the EOPP were our executive officers; other management personnel participated in the MIP.

          For each EOPP participant, the Committee determined a percentage of that executive’s base salary as a targeted level of bonus opportunity. An executive’s base salary times the bonus opportunity percentage establishes the target bonus for which he or she is eligible. The target bonuses for the Named Executive Officers for 2006 were as follows:

		Target as a				Target in
		Percent of Salary				Dollars
Randall J. Hogan			150	%		$	1,417,500
David D. Harrison			80	%			355,638
Michael V. Schrock		1/1/06 — 9/30/06: 70%					350,057
		10/01/06 — 12/31/06: 100%*
Richard J. Cathcart			100	%			495,000
Louis L. Ainsworth			60	%			218,216

*		Mr. Schrock’s bonus opportunity was raised from 70% to 100% following his promotion to President and Chief Operating Officer in September 2006.

          Actual bonuses awarded to each Named Executive Officer may range from 0 to 2 times the target, depending on company performance, as described below. The Committee approves business goals (described below) for each year and sets each executive’s bonus opportunity so that if we attain targeted year over year overall or division-level performance goals, annual cash incentive levels will be between the 50^th and 75^th percentiles of our Comparator Group. If we attain superior performance levels, cash incentive compensation will exceed the 75^th percentile of the Comparator Group; if we do not attain any of the targeted performance goals, cash incentive compensation will be between 0 and the 50^th percentile of our Comparator Group.

          In February 2006, the Committee established the performance goals for 2006 for both the EOPP and the more broadly-based MIP plans, which the Board then ratified. The EOPP performance goals consisted of four quantitative measures:

	•		Organic revenue growth, which means the increase in net sales compared to 2005 but excluding the effect of acquisitions and divestitures;
	•		Free cash flow conversion rate, which means the percentage of net income that is converted into free cash flow. “Free cash flow” means cash from operating activities less capital expenditures, including both continuing and discontinued operations, plus proceeds from sale of property and equipment;
	•		ROIC, which means return on invested capital, calculated on a pre-tax basis;
	•		Increase in earnings before interest, depreciation and amortization (“EBITDA”), which means the increase in EBITDA compared to 2005.

          The performance measures are weighted as follows: organic revenue growth: 25%; free cash flow conversion rate: 25%; ROIC: 30%; and EBITDA: 20%. The targets for these measures are based on corporate performance measures for all Named Executive Officers other than Michael Schrock, whose measures were based on a combination of our filtration and technical products businesses’ performance. For EBITDA, the Committee established a minimum performance target of 2.0% above 2005 actual results. The Committee established minimum performance targets for each of the other measures for Pentair as a whole and for each business at levels greater than or equal to 2005 actual results. The Committee also established higher performance target levels to provide added performance incentive.

          The actual bonus is determined by multiplying the eligible bonus amount by the multiplier determined as noted above based on corporate performance in 2006 against the targets set. Under the EOPP, the Committee does not have the discretion to pay participants more than the bonus amount calculated according to these pre-established goals.

          Our Chief Executive Officer and each EOPP participant together establish individual performance goals for the year, which are then submitted to the Committee for approval. The Committee and the Chief Executive Officer establish the Chief Executive Officer’s individual goals. The Committee uses those individual goals, along with other factors in its judgment, to determine whether to reduce the amount the participant would otherwise receive under the EOPP.

          We pay EOPP awards in cash following the final audit of the year’s performance and the approval of the Committee and the Board. In February 2007, the Committee certified performance against 2006 goals. For 2006, as applied to Randall Hogan, David Harrison, Richard Cathcart and Louis Ainsworth, the ROIC and EBITDA measures were not met, the revenue growth measure was met at the minimum level and the free cash flow conversion measure was met. This resulted in a reduction of the bonus opportunity to approximately one-third of the target. As applied to Michael Schrock, the revenue growth and ROIC measures were exceeded in the technical products business but not met in filtration; the free cash flow conversion measure was exceeded in filtration and met in technical products, resulting in a reduction of the bonus opportunity to approximately 70% of the target. The awards paid based on 2006 performance are included in the Summary Compensation Table, column “(g) Non-Equity Incentive Plan Compensation” on page 24.

          The following table shows the actual salary and bonuses earned by the Named Executive Officers for 2004, 2005 and 2006:

						Salary				Bonus
Randall J. Hogan			2006			$	945,000			$	510,584
			2005				900,000				1,289,925
			2004				820,000				2,113,552
David D. Harrison			2006				444,548				128,101
			2005				431,600				329,915
			2004				415,000				570,487
Michael V. Schrock			2006				444,034				247,333
			2005				395,900				412,342
			2004				370,000				506,291
Richard J. Cathcart			2006				495,000				178,299
			2005				472,517				447,945
			2004				420,000				640,379
Louis L. Ainsworth			2006				363,693				78,601
			2005				353,100				234,211
			2004				330,000				369,948

          In February 2007, the Committee established the EOPP performance goals for 2007, which the Board has ratified. For 2007, all Named Executive Officers are participants in the EOPP.

          The Committee uses a similar model to determine annual incentive bonuses for participants in the MIP plan using performance factors that relate to the performance of the participant’s business unit. MIP bonus opportunity targets are lower than those under the EOPP.

Long-term Equity Incentive Compensation

          The Committee emphasizes executive compensation that is tied to building and sustaining our company’s value through stock performance over time. We provide equity-based compensation to our executives to further the objectives of:

	•		motivating and rewarding executives through share price appreciation;
	•		encouraging innovation and growth; and
	•		aligning management and shareholder interests.

          In keeping with this philosophy, the Committee sets target opportunities under the long-term incentive program to fall between the 50^th and 75^th percentiles of ongoing long-term incentive values granted in the market, which includes both published survey data and data from our Comparator Group. If we build and sustain long-term shareholder value through superior performance, ongoing long-term incentive values will exceed the 75^th percentile of our Comparator Group.

          The Committee awards long-term incentive compensation in the form of stock options and restricted stock. Each year, the Committee uses benchmark data (including compensation surveys, Comparator Group information and other data provided by Buck Consultants) to set competitive target dollar award levels for each position or grade level. Individual awards generally range between 80 and 120 percent of target award level, with actual award amounts determined by individual performance and company performance against strategic plan.

          Awards consist of both stock options and restricted stock, with the relative weighting determined by position. Awards to Named Executive Officers and other key executives were delivered as a mix of approximately two-thirds of their total award value in stock options and one-third in restricted stock. The Committee determines the value of options using the Black-Scholes valuation method. The number of restricted shares is derived from the fair market value of the stock. To provide a cap on the actual number of stock options and restricted shares granted for the year, the Committee establishes a total target dollar value of all awards to establish a fixed pool of shares and options to be distributed among all executives.

          Options vest one-third in each year on the third, fourth and fifth anniversary of the date of grant and expire ten years from the date of grant. The restricted shares vest in one-third increments, on the third, fourth and fifth anniversaries of the date of grant with respect to grants made before 2003 and in one-half increments on the third and fourth anniversaries of the date of grant with respect to grants made in 2003 or later. The value of restricted stock and options granted to the Named Executive Officers in 2006 is reflected in the Grants of Plan-Based Awards Table on page 26. The value of restricted stock that vested for each Named Executive Officer in 2006 (reflecting grants made to them in 2001, 2002 and 2003) and the value of options exercised by each Named Executive Officer in 2006 are shown in the Option Exercises and Stock Vested Table on page 30.

          The Committee reviews and approves all stock option and restricted stock grants for executive officers in December of each year. These grants are effective on the first business day on which the stock market is open following January 1^st. For all other recipients, the Committee reviews and approves grants in February, to be effective March 1^st or the first business day on which the stock market is open following March 1^st. The Committee reviews and approves all equity awards to newly hired or promoted executives at regular meetings throughout the year. As a rule, the Committee grants awards to newly hired or promoted executives effective the later of the 15^th day of the month following the date of hire or the 15^th day of the month following the date of the Committee meeting. The Committee has also given the Committee Chair and the Chief Executive Officer discretion to grant equity awards to newly hired or promoted executives as required throughout the year, within the guidelines of the long-term incentive plan. The Committee then ratifies these grants at its next meeting. All options are granted at fair market value based on the closing stock price on the effective day of grant.

          Prior to 2006, certain option awards made by the Committee contained a reload feature. This feature allows an optionee who exercises an option during the first five years of the option term by tendering Common Stock to receive an option (a “Reload Option”) to purchase a number of shares of our Common Stock equal to the number of tendered shares. The optionee may exercise such Reload Options during the remaining term of the original stock option period at an exercise price that is equal to the market price per share on the date of exercise of the original option.

Stock Ownership Guidelines

          The Committee and the Board have established stock ownership guidelines for the Named Executive Officers and other executives to motivate them to become significant shareholders and to further encourage long-term performance and growth. “Stock ownership” is defined to include stock owned by the officer both directly and indirectly. The Committee determined that, over a period of five years from appointment, key employees should accumulate and hold common stock equal to a multiple of base salary as follows:

		Stock Ownership Guidelines
Executive Level		(as a multiple of salary)
Chief Executive Officer		5x base salary
Vice Chairman		3x base salary
President, Chief Operating Officer
Executive Vice President and Chief Financial Officer
Senior Vice President, Human Resources		2.5x base salary
Senior Vice President and General Counsel
Senior Vice President, Operations and Technology
Senior Vice President, Finance and Analysis
Other key executives		2x base salary

          The Committee monitors compliance with these stock ownership guidelines. In addition, the Committee grants awards of restricted stock to personnel who increase their share ownership above targeted levels. These grants (made under our Omnibus Stock Incentive Plan) vest in one-half increments on the third and fourth anniversaries of the grant. The size of the grant is equal to 10% of the increase in Common Stock owned by the individual during the year if the annual ownership target is met, but limited to 10% of the annual ownership target if the targeted ownership level had already been achieved. For 2006, restricted share awards of 2,072 shares of Common Stock were granted under these guidelines to six key employees. These awards included a restricted share award of 203 shares of Common Stock to Louis L. Ainsworth as reflected on the “Grants of Plan-Based Awards” table on page 26.

Stock Ownership for the Named Executive Officers as of December 31, 2006

						12/31/06				Ownership				Meets
		Share Ownership (1)				Market Value				Guideline				Requirement
Randall J. Hogan			212,785			$	6,681,449			$	4,725,000			Yes
David D. Harrison			64,211			$	2,016,225			$	1,333,644			Yes
Michael V. Schrock			19,346			$	607,464			$	1,332,102			No
Richard J. Cathcart			86,583			$	2,718,706			$	1,485,000			Yes
Louis L. Ainsworth			78,390			$	2,461,446			$	909,233			Yes

Retirement and Other Benefits

          The Named Executive Officers and other executives and employees participate in the Pentair, Inc. Pension Plan, Retirement Savings Plan and Supplemental Executive Retirement and Restoration Plan. We also provide other benefits such as medical, dental and life insurance and disability coverage to employees, including the Named Executive Officers. We try to provide employee and executive benefits at levels that reflect competitive market levels at the 50^th percentile of similar benefits given by our Comparator Group.

The Pentair, Inc. Pension Plan

          The Pentair, Inc. Pension Plan (the “Pension Plan”) is a funded, tax-qualified, noncontributory defined-benefit pension plan that covers certain employees, including the Named Executive Officers. Benefits under the Pension Plan are based upon an employee’s years of service and highest average earnings in any five-year period during the ten-year period preceding the employee’s retirement (or, in the case of an employee with more than five years but less than ten years of service, during any five-year period preceding the employee’s retirement). Benefits under the Pension Plan are payable after retirement in the form of either an annuity or a lump sum. Compensation covered by the Pension Plan for the Named Executive Officers equals the amounts set forth in the 2006 “Salary” column of the Summary Compensation Table on page 24 and 2005 bonuses paid in March 2006 (which are reflected in our Proxy Statement dated March 15, 2006). The amount of annual earnings that may be considered in calculating benefits under the Pension Plan is limited by law. For 2006, the annual limitation was $225,000.

          Benefits under the Pension Plan are calculated as an annuity equal to the sum of:

	•		1.0 percent of the participant’s highest final average earnings multiplied by years of service; and
	•		0.5 percent of such earnings in excess of Primary Social Security compensation.

Years of service under these formulas cannot exceed 35. Contributions to the Pension Plan are made entirely by us and are paid into a trust fund from which the benefits for all participants will be paid.

The Pentair Supplemental Executive Retirement and Restoration Plan

          The Pentair Supplemental Executive Retirement Plan (“SERP”) and the Pentair Restoration Plan (“Restoration Plan”) are unfunded, nonqualified defined benefit pension plans for all executive officers and other key executives selected by the Committee. Benefits under these two Plans vest upon the completion of five years of benefit service (all service following initial participation). These Plans are combined for all administrative, accounting and other purposes. The Named Executive Officers all participate and are vested in the SERP and the Restoration Plan.

          Benefits under the SERP are based upon the number of an employee’s years of service following initial participation and the highest average earnings for a five calendar-year period (ending with retirement). Benefits are payable after retirement in the form of either a 15-year certain annuity or joint and survivor annuity. Compensation covered by the SERP and the Restoration Plan for the Named Executive Officers equals the amounts set forth in the 2006 “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table on page 24.

          Benefits under the SERP are calculated as:

	•		final average compensation as defined above; multiplied by
	•		benefit service percentage, which equals 15% times years of benefit service;

          The resulting lump-sum value is converted into the form of annuity selected by the participant.

          The Restoration Plan is designed to provide retirement benefits based on compensation earned by participants in excess of the annual limitation. As discussed above, the Pension Plan limits retirement benefits for compensation earned in excess of the applicable limitation in any year. For 2006, this annual limitation was $225,000.

          The only participants in the Restoration Plan are those executive officers and other selected key leaders who participate in the SERP. Restoration Plan benefits are combined and administered with those payable under the SERP and are paid in the same manner and at the same time.

          Benefits under the Restoration Plan are calculated as:

	•		final average compensation as defined above, less compensation below the annual limitation amount in each year; multiplied by
	•		earned benefit service percentage (which is weighted based on age at the time of service), in accordance with the following table:

Service Age		Percentage
Under 25			4	%
25 — 34			5.5	%
35 — 44			7	%
45 — 54			9	%
55 or over			12	%

The benefit percentages calculated above are added and the resulting percentage is multiplied by the covered compensation amount. The resulting lump-sum value is converted into the form of annuity selected by the participant under the SERP.

          The present value of the combined accumulated benefits for the Named Executive Officers under both the SERP and the Restoration Plan is set forth in the Pension Benefits Table on page 30.

The Pentair Retirement Savings and Stock Incentive Plan

          The Pentair Retirement Savings and Stock Incentive Plan (“RSIP/ESOP Plan”) is a tax-qualified 401(k) retirement savings plan, with a companion Employee Stock Ownership Plan (“ESOP”) component. Participating employees may contribute up to 50 percent of base salary and bonus on a before-tax basis and 15 percent of compensation on an after-tax basis, into their 401(k) plan (“RSIP”). We match an amount equal to 50 cents for each dollar contributed to the RSIP by participating employees on the first five percent of their regular earnings. In addition, we contribute to the ESOP an amount equal to 1 ¹/2 % of cash compensation (salary and bonus) for each participant in the RSIP, to incentivize employees to make contributions to our retirement plan. The RSIP/ESOP Plan limits the amount of cash compensation considered for contribution purposes to the maximum imposed by Internal Revenue Code Section 401(a)(17), which was $220,000 in 2006.

          Participants in the RSIP/ESOP Plan are allowed to invest their account balances in a number of possible mutual fund investments. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for the Plan. We do not guarantee or subsidize any investment earnings under the Plan. We make ESOP contributions in our Common Stock. However, participants may sell and immediately reinvest stock contributions within the RSIP/ESOP Plan in other investment vehicles offered under the RSIP/ESOP Plan.

          Amounts deferred, if any, under the Pentair RSIP/ESOP Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Compensation” columns of the Summary Compensation Table on page 24. Pentair matching contributions allocated to the Named Executive Officers under the RSIP/ESOP Plan are included in the “All Other Compensation” column of the Summary Compensation Table.

Medical, Dental, Life Insurance and Disability Coverage

          Employee benefits such as medical, dental, life insurance and disability coverage are available to all U.S.-based participants through our active employee plans. In addition to these benefits to active employees, we provide post-retirement medical, dental and life insurance coverage to certain retirees in accordance with the legacy company plans which applied at the time the employees were hired. We provide up to one and a half times annual salary (up to $2,000,000) in life insurance, and up to $10,000 per month in long-term disability coverage. The cost of the active employee and post-retirement company-provided benefits in 2006 for the Named Executive Officers was as follows:

Officer		Cost of Benefits
Hogan		$	11,808
Harrison		$	8,241
Schrock		$	11,146
Cathcart		$	11,792
Ainsworth		$	8,364

The value of these benefits is not required to be included in the Summary Compensation Table since they are made available to all of our U.S. salaried employees.

Other Paid Time-Off Benefits

          We also provide vacation and other paid holidays to all employees, including the Named Executive Officers, which are comparable to those provided at other large companies.

Deferred Compensation

          We sponsor a non-qualified deferred compensation program, called the Sidekick Plan, for our U.S. executives within or above the pay grade that has a median annual salary of $104,500 in 2006 and $107,600 in 2007. This plan permits executives to defer up to 25% of their base salary and 100% of their annual cash incentive bonus. We make contributions to the Sidekick Plan on behalf of participants similar to our contributions under the RSIP/ESOP Plan with respect to each participant’s contributions from that portion of his or her income above the maximum imposed by Internal Revenue Code Section 401(a)(17), which was $220,000 in 2006, but below the Sidekick Plan’s compensation limit of $700,000.

          Participants in the RSIP/ESOP Plan and the Sidekick Plan are allowed to invest their account balances in a number of possible mutual fund investments. Fidelity Investments Institutional Services Co. provides these investment vehicles for participants and handles all allocation and accounting services for these Plans. We do not guarantee or subsidize any investment earnings under either Plan.

          Amounts deferred, if any, under the Sidekick Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Compensation” columns of the Summary Compensation Table on page 24. Our contributions allocated to the Named Executive Officers under the Sidekick Plan are included in the “All Other Compensation” column of the Summary Compensation Table.

Perquisites and Other Personal Benefits

          We provide Named Executive Officers with perquisites and other personal benefits that management and the Committee believe are customary, reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews the levels of perquisites and other personal benefits provided to Named Executive Officers.

          For 2006, we offered a perquisite program (the Pentair, Inc. Flexible Perquisite Program or the “Flex Perq Program”) designed to provide corporate officers and other key executives with an expense allowance for certain personal and business-related benefits. The following types of expenses were eligible for reimbursement under the Flex Perq Program:

	•		the cost of a leased automobile;
	•		initiation fees, annual fees, and dues for an individual membership in a business, country, or health club;
	•		tax planning and preparation;
	•		estate tax planning;
	•		financial consulting and planning;
	•		additional disability insurance above the amount provided under our Long-Term Disability Plan; and
	•		computer hardware and software purchases.

          For 2006, the total aggregate annual allowance under the Flex Perq Program for all of the above types of expenses was $25,000 for the Chief Executive Officer, the Vice Chairman and the President and Chief Operating Officer and $20,000 for all other participants. In addition to the allowance provided under the Flex Perq Program, we provided the Named Executive Officers with:

•

reimbursement for costs associated with gas, maintenance, insurance associated with the leased automobile and personal use of the leased automobile;

	•		reimbursement for travel and related expenses for spouses of the Named Executive Officers to attend one out-of-town board meeting;
	•		reimbursement for annual executive physicals for three Named Executive Officers; and
	•		imputed value resulting from the purchase of a company vehicle in connection with the dissolution of the company-leased vehicle program for three Named Executive Officers.

          These amounts are included in the Summary Compensation Table, in the column labeled “All Other Compensation,” on page 24 and are set forth in more detail in footnote 5 to that table.

          For 2007, the Flex Perq Program has been modified to eliminate the leased automobile program (including termination of the lease, elimination of company-provided insurance, and elimination of maintenance and fuel for the auto). The Committee increased the annual allowance for 2007 to $35,000 for the Chief Executive Officer, the Vice Chairman and the Chief Operating Officer, and $30,000 for all other Named Executive Officers.

Severance and Change-in-Control Benefits

          We provide the following severance and change-in-control benefits to certain of our executives to provide for continuity of management upon a change in control and to attract and retain key employees:

	•		We have entered into agreements with our key corporate executives and other key leaders (including all Named Executive Officers) that provide for contingent benefits upon a change in control.
	•		The EOPP provides that, upon a change in control, each EOPP participant is entitled to receive any outstanding and unpaid award for the year before the change of control as well as an award for the then-current year calculated on the basis of the executive’s base salary immediately before the change of control and assuming that the year’s EOPP targets have been attained.
	•		The Omnibus Stock Incentive Plan provides that, upon a change in control, all outstanding options granted under the Plan that are unvested become fully vested.
	•		The Omnibus Stock Incentive Plan provides that, upon a change in control, all restrictions applicable to outstanding shares of restricted stock granted under the Plan shall automatically lapse and any dividends declared but unpaid with respect to such restricted stock shall be paid to the executive within ten days of the date of the change of control.
	•		Upon certain types of terminations of employment (other than a termination following a change in control), severance benefits may be paid to the Named Executive Officers at the discretion of the Committee.
	•		We have an Employment Agreement with Richard J. Cathcart, our Vice Chairman, which provides certain severance benefits.

          We explain these benefits more fully under “Potential Payments Upon Termination Or Change In Control” on page 32.

Retention Agreements

          Michael Schrock, President and Chief Operating Officer, has entered into a Confidentiality and Non-Competition Agreement with us that requires Mr. Schrock to devote his full-time and energy to furthering our 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. The Confidentiality and Non-Competition Agreement also contains a covenant against competition by Mr. Schrock for two years following his last day of employment with us. It does not contain severance provisions.

          Karen Durant, Senior Vice President, Finance and Analysis, has entered into a Confidentiality and Non-Competition Agreement with us that requires Ms. Durant to devote her full-time energy to furthering our business and which prohibits Ms. Durant, during or after her term of employment, from disclosing or using for her own benefit or the benefit of another, confidential information that she may learn or acquire during her employment. The Confidentiality and Non-Competition Agreement also contains a covenant against competition by Ms. Durant for two years following her last day of employment with us. It does not contain severance provisions.

Tax Deductibility of Pay

          Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount of compensation that we may deduct in any one year with respect to each of our five most highly paid executive officers. There is an exception to the $1,000,000 limitation for performance-based compensation meeting certain requirements. Annual cash incentive compensation and equity awards generally are performance-based compensation meeting those requirements and, as such, are fully deductible. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Committee has not adopted a policy requiring all compensation to be deductible.

COMPENSATION COMMITTEE REPORT

          The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2006.

THE COMPENSATION COMMITTEE:

William T. Monahan, Chair
Charles A. Haggerty
Barbara B. Grogan
David A. Jones

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

     The table below summarizes the total compensation paid to or earned by each of the Named Executive Officers for the fiscal year ended December 31, 2006.

(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)				(j)
																										Change in
																										Pension
																										Value and
																										Non-Qualified
																						Non-Equity				Deferred
														Stock				Option				Incentive Plan				Compensation				All Other				Total
Name and						Salary				Bonus				Awards				Awards				Compensation				Earnings				Compensation				Compensation
Principal Position		Year				($)				($)				($)(1)				($) (2)				($) (3)				($) (4)				($) (5)				($)
Randall J. Hogan			2006				945,000				0				2,141,325				2,385,230				510,584				576,423				237,275				6,795,837
Chairman and Chief Executive Officer
David D. Harrison			2006				444,548				0				895,999				1,396,116				128,101				204,739				125,684				3,195,187
Executive Vice President and Chief Financial Officer
Michael V. Schrock			2006				444,034				0				992,776				716,669				247,333				350,682				173,712				2,925,206
President and Chief Operating Officer
Richard J. Cathcart			2006				495,000				0				522,343				1,219,900				178,299				372,525				102,064				2,890,131
Vice Chairman
Louis L. Ainsworth			2006				363,693				0				435,665				760,778				78,601				186,069				124,503				1,949,309
Senior Vice President, General Counsel and Secretary

		(i)				(ii)				(iii)				(iv)				(v)
		Perquisites under				Other Perquisites				Matches under								Dividends on
		the Flex Perq				and Personal				Defined				Life				Restricted Stock
		Program				Benefits				Contribution Plans				Insurance Premiums				Awards
Name		($)(a)				($)(b)				($)				($)				($)
Mr. Hogan (c)			25,000				8,035				58,745				2,388				143,107
Mr. Harrison (d)			20,000				7,262				60,948				1,593				35,881
Mr. Schrock (e)			25,000				23,306				59,895				1,497				64,014
Mr. Cathcart (f)			25,000				15,824				27,895				1,774				31,571
Mr. Ainsworth (g)			20,000				31,609				51,783				1,304				19,807

(a)		The amount shown in column (i) reflects amounts paid to or for the benefit of each Named Executive Officer under the Flex Perq Program, which is designed to provide corporate officers and other key executives with an expense allowance for certain personal and business-related benefits. The types of expenses that were eligible for reimbursement under the Flex Perq Program in 2006 are listed on page 21 of this Proxy Statement.
(b)		The amount shown in column (ii) reflects for each Named Executive Officer:

	•		Reimbursement for travel and related expenses for spouses of the Named Executive Officers to attend one out-of-town board meeting.
	•		Reimbursement for costs associated with gas, maintenance and insurance associated with personal use of a company-leased automobile.

(c)		The amount shown in column (ii) also includes reimbursement for costs associated with an annual executive physical for Mr. Hogan.
(d)		The amount shown in column (ii) also includes reimbursement for costs associated with an annual executive physical for Mr. Harrison.
(e)		The amount shown in column (ii) also includes the imputed value resulting from Mr. Schrock’s purchase of a company vehicle in connection with the dissolution of the company-leased vehicle program.
(f)		The amount shown in column (ii) includes reimbursement for costs associated with an annual executive physical for Mr. Cathcart and the imputed value resulting from Mr. Cathcart’s purchase of a company vehicle in connection with the dissolution of the company-leased vehicle program.
(g)		The amount shown in column (ii) also includes the imputed value of $30,100 resulting from Mr. Ainsworth’s purchase of a company vehicle in connection with the dissolution of the company-leased vehicle program.
(h)		The amounts shown in column (iii) reflect contributions under our Sidekick Plan and RSIP/ESOP Plan made with respect to 2005 and a corrective match under our Sidekick Plan made with respect to 2004.

GRANTS OF PLAN-BASED AWARDS

												Estimated Future Payouts Under													Estimated Future Payouts
												Non- Equity Incentive Plan													Under Equity Incentive
												Awards (2)													Plan Awards
(a)			(b)				(c)					(d)				(e)				(f)					(g)				(h)				(i)					(j)					(k)					(l)					(m)
																																						All					All
																																						Other					Other
																																						Stock					Option
																																						Awards:					Awards:					Exercise
																																						Number					Number of					or Base					Grant Date
							Compensation																															of Shares					Securities					Price of					Fair Value
							Committee																															of Stock					Underlying					Option					of Stock
			Grant				Approval					Threshold				Target				Maximum					Threshold				Target				Maximum					or Units					Options					Awards					and Option
Name			Date				Date (1)					($)				($)				($)					(#)				(#)				(#)					(#) (3)					(#)(4)					($/sh)					Awards ($)(5)
Randall J. Hogan				1/3/2006				12/14/2005																															75,000														$	2,571,000
				1/3/2006				12/14/2005																																				200,000				$	34.28				$	2,025,580
				N/A				N/A				$	0			$	1,417,500			$	2,835,000
David D. Harrison				1/3/2006				12/14/2005																															12,500														$	428,500
				1/3/2006				12/14/2005																																				68,000				$	34.28				$	688,697
				2/6/2006				N/A	(6)																																			10,877				$	37.92				$	121,858
				2/6/2006				N/A	(6)																																			2,637				$	37.92				$	78,367
				2/6/2006				N/A	(6)																																			6,995				$	37.92				$	169,472
				2/6/2006				N/A	(6)																																			15,127				$	37.92				$	29,543
				N/A				N/A				$	0			$	355,639			$	771,278
Michael V. Schrock				1/3/2006				12/14/2005																															10,000														$	342,800
				1/3/2006				12/14/2005																																				68,000				$	34.28				$	688,697
Richard J. Cathcart				1/3/2006				12/14/2005																															14,500														$	497,060
				1/3/2006				12/14/2005																																				90,000				$	34.28				$	911,511
				2/13/2006				N/A	(6)																																			7,085				$	38.49				$	80,568
				2/13/2006				N/A	(6)																																			2,598				$	38.49				$	29,543
				2/13/2006				N/A	(6)																																			16,447				$	38.49				$	187,030
				2/13/2006				N/A	(6)																																			989				$	38.49				$	11,246
				N/A				N/A				$	0			$	495,000			$	990,000
Louis L. Ainsworth				1/3/2006				12/14/2005																															7,500														$	257,100
				1/3/2006				12/14/2005																																				50,000				$	34.28				$	506,395
				2/14/2006				N/A	(6)																																			5,748				$	38.66				$	65,653
				3/1/2006				2/20/2006																															203														$	8,357
				3/2/2006				N/A	(6)																																			5,374				$	41.35				$	65,652
				N/A				N/A				$	0			$	218,216			$	436,432

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2006

		Option Awards																				Stock Awards
										Equity incentive																Market				Equity				Equity
										plan awards:																value				incentive				incentive
						Number of				Number of																of shares				plan awards:				plan awards:
		Number of				securities				securities												Number of				of stock				Number of				Market or payout
		securities				underlying options				underlying				Option								shares				that have not				unearned				value of unearned
		underlying options				granted				unexercised				exercise				Option				of stock that have				vested				shares that				shares that
		(#)				(#)				unearned options				price				expiration				not been vested				($)				have not				have not
Name		Exercisable				Unexercisable				(#)				($) (1)				date				(#)(2)				(3)				vested (#)				vested ($)
Randall J. Hogan																							253,864			$	7,971,330
			—				200,000	(4)						$	34.2800				1/3/2016
			91,666				183,334	(5)						$	40.9500				1/6/2015
			200,000				100,000	(6)						$	22.8800				1/2/2014
			238,200				—							$	17.4700				1/2/2013
			291,000				—							$	18.1485				1/2/2012
			190,000				—							$	11.3750				1/2/2011
			6,988				—							$	16.2735				1/2/2011
			36,680				—							$	31.0100				1/2/2011
			48,000				—							$	11.3750				1/2/2011
			47,007				—							$	40.8000				1/3/2010
			50,000				—							$	19.8125				1/14/2009
			50,000				—							$	22.5625				4/1/2008
David D. Harrison																							63,457			$	1,992,550
			—				68,000	(4)						$	34.2800				1/3/2016
			23,333				46,667	(5)						$	40.9500				1/6/2015
			—				36,668	(6)						$	22.8800				1/2/2014
			22,122				—							$	37.9200				1/2/2014
			20,978				—							$	39.9900				1/2/2014
			13,514				—							$	37.9200				1/2/2013
			13,234				—							$	38.7200				1/2/2013
			4,271				—							$	39.9900				1/2/2013
			8,244				—							$	41.4400				1/2/2013
			3,285				—							$	32.7900				1/2/2012
			19,715				—							$	38.7200				1/2/2012
			2,098				—							$	39.9900				1/2/2012
			8,485				—							$	41.4400				1/2/2012
			6,054				—							$	26.3000				1/2/2011
			6,244				—							$	32.7900				1/2/2011
			11,163				—							$	38.7200				1/2/2011
			55,047				—							$	32.7900				2/23/2010
Michael V. Schrock																							113,061			$	3,550,115
			—				68,000	(4)						$	34.2800				1/3/2016
			20,000				40,000	(5)						$	40.9500				1/6/2015
			44,268				29,334	(6)						$	22.8800				1/2/2014
			7,951				—							$	41.4300				1/2/2014
			21,334				—							$	17.4700				1/2/2013
			17,991				—							$	41.4300				1/2/2013
			29,786				—							$	41.4300				1/2/2012
			16,991				—							$	32.4900				10/22/2011
			6,662				—							$	41.4300				10/22/2011
			11,690				—							$	26.2650				1/2/2011
			10,023				—							$	32.4900				1/3/2010
			15,000				—							$	19.8125				1/14/2009
			13,000				—							$	21.9688				4/6/2008