ITEM 8.01 Other Events.

Randall J. Hogan, Chairman and Chief Executive Officer of Pentair, Inc. (the "Company"), has entered into a prearranged stock trading plan to exercise stock options and effect a same day sale of the underlying shares of Company stock. The stock trading plan was adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934. The general purpose of the plan is to exercise stock options that will expire on January 2, 2013.

Rule 10b5-1 plans permit directors and officers who are not in possession of material, non-public information to establish prearranged plans to buy or sell company stock. Once the plan is in place, the executive may not retain or exercise any discretion over trading under the plan, although the executive may later amend or terminate the plan. The broker administering the plan is authorized to trade company shares in volumes and at times determined independently by the broker, subject to limitations set forth in the plan.

The plan expires December 31, 2012 and provides for the sale of approximately 4 percent of Mr. Hogan's current aggregate holdings of Company stock and of stock options. The transactions under this plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities Exchange Commission. The Form 4 filings will also be posted on Pentair's investor relations Web site.

The plan was adopted during an authorized trading period at a time when Mr. Hogan was not in possession of material, non-public information.

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