Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

¨		Preliminary Proxy Statement	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ		Definitive Proxy Statement
o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

Payment of Filing Fee (Check the appropriate box):

þ		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1)

Title of each class of securities to which transaction applies:

2)

Aggregate number of securities to which transaction applies: Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the

3)

filing fee is calculated and state how it was determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)

Amount Previously Paid:

2)

Form, Schedule or Registration Statement No.:

3)

Filing Party:

4)

Date Filed:

SEC 1913 (03-04)		Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

PENTAIR, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 30, 2009

To our Shareholders:

          Our Annual Meeting of Shareholders will be held at the Thrivent Financial Auditorium, 625 4th Avenue South, Minneapolis, Minnesota, on Thursday, April 30, 2009, at 10:00 a.m., for the following purposes:

	1.		to elect three directors;
	2.		to approve our Executive Officer Performance Plan for purposes of Internal Revenue Code Section 162(m);
	3.		to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2009;

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 2, 2009 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.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 30, 2009: The Pentair, Inc. proxy statement for the 2009 Annual Meeting of Shareholders and the 2008 Annual Report to Shareholders are available at http://materials.proxyvote.com/709631.

Golden Valley, Minnesota
March 24, 2009

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 April 30, 2009

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			25
Executive Compensation			26
Summary Compensation Table			26
Grants of Plan-Based Awards			28
Outstanding Equity Awards at December 31, 2008			29
Option Exercises and Stock Vested			31
Pension Benefits			31
Nonqualified Deferred Compensation			32
Potential Payments Upon Termination or Change of Control			33

		Page
Director Compensation			37
Security Ownership			41
Proposal 2 — The Approval of our Executive Officer Performance Plan for Purposes of Internal Revenue Code Section 162(m)			43
Proposal 3 — The Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2009			46
Audit Committee Disclosure			47
Audit Committee Report			48
Section 16(a) Beneficial Ownership Compliance			49
Shareholder Proposals for the 2009 Annual Meeting of Shareholders			49
Other Business			49
2008 Annual Report on Form 10-K			49
Reduce Duplicate Mailings			49
Appendix A — Corporate Governance Principles			A-1
Appendix B —Pentair, Inc. Executive Officer Performance Plan, as Amended and Restated			B-1

          This Proxy Statement, the accompanying proxy card and our Annual Report to Shareholders are being mailed on or about March 24, 2009. 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.

          A proxy is your legal designation of another person (the “proxy”) to vote on your behalf. By voting your proxy, 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. You vote your proxy by submitting the enclosed proxy card, by telephone or over the Internet.

          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.

          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 2, 2009.

          As of March 2, 2009, there were 98,255,202 shares of Common Stock outstanding and entitled to vote. Each share of Common Stock is entitled to one vote on each matter presented.

          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 on your behalf, you are a “street name” holder.

          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/banker/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 2012 Annual Meeting of Shareholders.
Proposal 2 —		FOR the approval of our Executive Officer Performance Plan for purposes of Internal Revenue Code Section 162(m).
Proposal 3 —		FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009.

What are my choices when voting?

          Proposal 1 — You may cast your vote in favor of or against electing a nominee as a director, or you may elect to abstain from voting for one, two or all nominees.

          Proposals 2 and 3 — 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 signed 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.

          If your shares are held in the name of a brokerage firm, the brokerage firm has the discretionary authority to vote your shares in connection with the election of directors and the ratification of our independent registered public accounting firm if you do not timely provide your proxy because these matters are considered “routine” under the New York Stock Exchange (“NYSE”) listing standards.

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 2, 2009, or 49,127,602 shares, will constitute a quorum at the Annual Meeting.

What vote is required to approve each proposal?

          For approval, each proposal requires the affirmative vote of a majority of those shares present in person or represented by proxy and entitled to vote at the Annual Meeting.

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. Broker non-votes are not counted for purposes of determining the total number of votes cast on proposals presented to shareholders.

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.

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 NYSE. We and our Board continue to be committed to the highest standards of corporate governance and ethics. The Board has 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/About-Us/Our-Values.aspx 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 our 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 24, 2009, 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) Leslie Abi-Karam		(6) Charles A. Haggerty
(2) Glynis A. Bryan		(7) David H. Y. Ho
(3) Jerry W. Burris		(8) David A. Jones
(4) T. Michael Glenn		(9) Ronald L. Merriman
(5) Barbara B. Grogan		(10) William T. Monahan

          In addition, based on the NYSE standards and our categorical standards of independence included in the Corporate Governance Principles, the Board affirmatively determined that Randall J. Hogan is not independent because he is our Chief Executive Officer.

          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 2008, 2007 and 2006; 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
Leslie Abi-Karam		Executive Vice President and President, Mailing Solutions Management, Pitney Bowes Inc.
Glynis A. Bryan		Chief Financial Officer, Insight Enterprises, Inc.
Jerry W. Burris		President, Precision Components, Barnes Group Inc.
T. Michael Glenn		Executive Vice President — Market Development and Corporate Communications, FedEx Corporation
Charles A. Haggerty		Director, Beckman Coulter, Inc.

Director		Relationships Considered
Charles A. Haggerty		Director, Deluxe Corporation
Charles A. Haggerty		Director, Imation Corp.
David H. Y. Ho		Former Chairman of the Greater China Region, Nokia Siemens Network
David H. Y. Ho		Former President, Nokia China Investment Limited, a subsidiary of Nokia 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 2008.
Members:		The members of the Audit Committee are Ronald L. Merriman (Chair), Leslie Abi-Karam, Jerry W. Burris and David H. Y. Ho. 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 as Chair of our Audit Committee.
Report:		You can find the Audit Committee Report on page 48 of this Proxy Statement.
Charter:		You can find the Audit Committee Charter at:
		www.pentair.com/Assets/Audit-Committee-Charter.aspx.
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 Hewitt Associates, 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 13 and 14 of this Proxy Statement under the headings “Compensation Committee Practices,” “Role of Executive Officers in Compensation Decisions,” “Setting Executive Compensation” and “Comparative Framework” in the Compensation Discussion and Analysis section of this Proxy Statement.
Meetings:		The Compensation Committee held six meetings during 2008.
Members:		The members of the Compensation Committee are David A. Jones (Chair), Glynis A. Bryan, T. Michael Glenn, Charles A. Haggerty and William T. Monahan. All members have been determined to be independent under NYSE rules.
Report:		You can find the Compensation Committee Report on page 25 of this Proxy Statement.
Charter:		You can find the Compensation Committee Charter at: www.pentair.com/Assets/Compensation-Committee-Charter.aspx.
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 our corporate governance principles. Finally, the Governance Committee oversees public policy matters and compliance with our Code of Conduct.
Meetings:		The Governance Committee held five meetings in 2008.
Members:		The members of the Governance Committee are Charles A. Haggerty (Chair), Glynis A. Bryan, T. Michael Glenn, 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/Assets/Governance-Committee-Charter.aspx.
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 two meetings in 2008.
Members:		The members of the International Committee are David A. Jones (Chair), David H. Y. Ho, Ronald L. Merriman, William T. Monahan and Randall J. Hogan (ex officio).

Charter:		You can find the International Committee Charter at: www.pentair.com/Assets/International-Committee-Charter.aspx.

Compensation Committee Interlocks and Insider Participation

          During 2008, 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

          Our Board has 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 2008. 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 currently provide for a Board of eleven 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. Incumbent directors Charles A. Haggerty, Randall J. Hogan and David A. Jones are standing for election at the Annual Meeting. There is one fewer nominee for election to the Board than there are available positions on the Board. Regardless of this vacancy, you may vote your shares only for the number of nominees for director named in this Proxy Statement.

Directors’ Attendance

          The Board held eight meetings in 2008. In each of those meetings, the independent directors also met in executive session, without management or Mr. Hogan present. 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, 2008. We expect our directors to attend our annual meetings of shareholders. In May 2008, all of the directors then in office attended the 2008 annual meeting of shareholders. William T. Monahan has served as the Board’s Lead Director since January 1, 2008 and acts as the presiding director for all executive sessions of the independent directors.

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:

	•		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 be chosen without regard to sex, sexual orientation, race, religion or national origin;
	•		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.

Shareholder Nominees

          Shareholders submitted to the Governance Committee no candidates for nomination for election as a director at the 2009 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 13, 2010 and no later than February 7, 2010 for consideration at the 2010 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 Board, upon recommendation of the Governance Committee, has nominated incumbent directors Charles A. Haggerty, Randall J. Hogan and David A. Jones for three-year terms that expire at the 2012 Annual Meeting of Shareholders. Seven directors have terms of office that do not expire at this time and we expect that they will continue to serve their full terms.

Directors Standing For Election

     For a Three-Year Term Expiring at the 2012 Annual Meeting of Shareholders

Charles A. Haggerty, director since 1994, age 67

          Mr. Haggerty serves as the Chair of the Governance Committee. 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 also a director of Imation Corp., Beckman Coulter, Inc., Deluxe Corporation and LSI Corp.

Randall J. Hogan, director since 1999, age 53

          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. Mr. Hogan is also a director of Covidien, Inc.

David A. Jones, director since 2003, age 59

          Mr. Jones serves as the Chair of the International and Compensation Committees. Since February 2008, Mr. Jones has been Senior Advisor to Oak Hill Capital Partners, a private equity firm. Between 1996 and May 2007, Mr. Jones was 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 Bedding Company.

Directors Not Standing For Election

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

T. Michael Glenn, director since 2007, age 53

          Since January 1998, Mr. Glenn has been the Executive Vice President — Market Development and Corporate Communications of FedEx Corporation, a global provider of supply chain, transportation, business and related information services. 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 Renasant Corporation.

David H. Y. Ho, director since 2007, age 49

          Since November 2008, Mr. Ho has been the Chairman of Kiina Group, a China-based group of private companies engaged in investment in start-up Internet, communications and technology companies; consulting services for multinational companies in the Greater China market; and investment in real estate properties. From April 2007 to November 2008, Mr. Ho served as the Chairman of the Greater China Region for Nokia Siemens Network, a joint venture between Finland-based Nokia Corporation, a multinational telecommunications company, and Germany-based Siemens AG. Between April 2004 and March 2007, Mr. Ho served as the President of Nokia China Investment Limited, the Chinese operating subsidiary of Finland-based Nokia Corporation, a multinational telecommunications company. Between January 2002 and November 2008, Mr. Ho 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. Mr. Ho is also a director of 3Com Corporation and Owens-Illinois, Inc.

Glynis A. Bryan, director since 2003, age 50

          Since December 2007, Ms. Bryan has been the Chief Financial Officer of Insight Enterprises, Inc., a leading provider of information technology products and solutions to clients in North America, Europe, the Middle East and the Asia-Pacific region. Between April 2005 and May 2007, Ms. Bryan was 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 61

          Mr. Monahan serves as the Lead Director. From August through December 2006, Mr. Monahan served as Interim Chief Executive Officer of Novelis, Inc., a global leader in aluminum rolled products and aluminum can recycling. 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 Solutia Inc.

          With a Three-Year Term Expiring at the 2011 Annual Meeting of Shareholders

Leslie Abi-Karam, director since February 2008, age 50

          Since March 2008, Ms. Abi-Karam has been the Executive Vice President and President, Mailing Solutions Management of Pitney Bowes Inc., a global mailstream technology company. Between December 2002 and March 2008, Ms. Abi-Karam was the Executive Vice President and President, Document Messaging Technologies (DMT) of Pitney Bowes Inc. She is also responsible for all global supply chain and enterprise procurement operations, supplying products and sourcing for all commodity/spend management within Pitney Bowes worldwide. Between October 2000 and December 2002, Ms. Abi-Karam was President, Global Mail Creation and Mail Finishing, of Pitney Bowes Inc. She has been with Pitney Bowes since 1984 and has held various roles of increasing responsibility.

Jerry W. Burris, director since 2007, age 45

          Since October 2008, Mr. Burris has been the President, Precision Components of Barnes Group Inc. From July 2006 until October 2008, Mr. Burris was the President of Barnes Industrial, a global precision components business within Barnes Group. Prior to joining Barnes Group, Mr. Burris worked at General Electric Company, a multinational technology and services conglomerate, where he served as president and chief executive officer of Advanced Materials Quartz and Ceramics in 2006. From 2003 to 2006, Mr. Burris was the general manager of global services for GE Healthcare. From 2001 to 2003, he led the integration of global supply chain sourcing for the Honeywell integration and served as the general manager of global sourcing for GE Industrial Systems. Mr. Burris first joined GE in 1986 in the GE Corporate Technical Sales and Marketing Program.

Ronald L. Merriman, director since 2004, age 64

          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 International, 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.

          If elected, each of the three director nominees standing for election at the Annual Meeting will serve on the Board until the Annual Meeting in 2012. If any of the three 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 three nominees for election named above 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 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 (all, collectively, 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 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, to reward short-term performance against specific financial targets and individual goals;
	•		long-term incentive compensation, to link management incentives to long-term value creation and 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 topics “2008 Compensation Program Elements” and “Changes in Compensation Program Mix for 2009” on pages 14 and 18 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 2008, the Committee held five regular meetings and one special meeting. The Committee has scheduled five regular meetings for 2009.

          Committee members generally receive written materials approximately 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, the Committee’s external compensation consultant reviews committee meeting materials and attends meetings.

          In making changes to our compensation programs, the Committee considers our compensation philosophy and objectives, as well as external market, industry and peer company practices. The Committee reviews each element of the executive compensation program annually for continuing appropriateness and reasonableness.

          In December 2007 and February 2008, the Committee reviewed and approved executive salaries, equity plan incentive grants, and performance measures and related targets for our annual incentive program for 2008. When reviewing awards, the Committee considered our corporate performance for the year and the prior three-year period against the peer group of companies identified as the “Comparator Group” in the section below entitled “Comparative Framework.” The Committee also considered our corporate performance compared to our strategic objectives. The Committee reviewed and approved equity grants for newly hired and promoted employees as required throughout the year. Committee actions relating to executive salary, incentive awards and long-term compensation, as well as changes to our compensation programs, were submitted to the full Board for ratification and approval.

Role of Executive Officers in Compensation Decisions

          At the request of the Committee, the Chief Executive Officer and the Senior Vice President, Human Resources, generally attend meetings of the Committee but are not present in executive sessions, and do not participate in deliberations of their own compensation. Our human resources group assists the Committee as requested on specific topics regarding compensation, as well as on specific recommendations for compensation for management throughout the Company.

          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 its external compensation consultant and exercises its discretion in adopting, rejecting or changing the compensation proposals. The Committee then recommends the final compensation proposals for all Named Executive Officers, including the Chief Executive Officer, to the full Board for its approval.

          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 in executive session 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 determining the Chief Executive Officer’s compensation and the Board’s adoption of goals and objectives for the Chief Executive Officer for the following year.

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;
	•		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 addition, the Committee retains an external compensation consultant (the “Compensation Consultant”) to advise the Committee on executive compensation issues. The Compensation Consultant provides no services to our company other than those commissioned by the Committee. The Committee provides the Compensation Consultant with preliminary instructions regarding the goals of our compensation program and the parameters of the competitive review of our executive compensation programs to be conducted by the Compensation Consultant. The Compensation Consultant provides the Committee with comparative market data on position-specific compensation structures, policies and programs based on analyses of relevant survey data and of the practices of the Comparator Group defined below under the heading “Comparative Framework.” The Compensation Consultant also provides guidance on industry best practices and advises the Committee in determining appropriate ranges for base salaries, annual incentives and equity compensation for each senior executive position.

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 the Compensation Consultant 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 2008, 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 the Compensation Consultant. The Comparator Group consisted of business competitors, similarly structured broadly diversified organizations, and competitors for executive talent: American Standard, Inc., Amphenol Corporation, Cooper Industries LTD, Crane Company, Danaher Corporation, Donaldson Corporation, Inc., Dover Corporation, Eaton Corporation, Flowserve Corporation, Hubbell Inc., ITT Industries, Inc., Pall Corporation, Parker Hannifin Corporation, Rockwell Automation, Inc., A.O. Smith Corporation, SPX Corporation, Thomas & Betts Corporation.

2008 Compensation Program Elements

     For the fiscal year ended December 31, 2008, the principal components of compensation for Named Executive Officers were:

	•		Base salary;
	•		Annual incentive compensation;
	•		Long-term 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 based on available market data. Market data include published survey data and proxy statement data for our Comparator Group. The Committee establishes each Named Executive Officer’s salary within a range of 20% of the Midpoint. Differences in base salaries among the Named Executive Officers and the extent to which a Named Executive Officer’s base salary is set at a level other than the Midpoint are decided by the Committee based on various factors, including competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s length of employment, level of responsibility, experience and individual performance. For each Named Executive Officer, the Committee determined 2008 base salaries in accordance with the Committee’s Midpoint-based guideline.

Annual Incentive Compensation Plan

          To achieve the objective of providing competitive compensation to attract and retain top talent while linking pay to annual performance, we pay a portion of our executives’ cash compensation as incentive compensation tied to annual business performance as measured against annual goals established by the Committee. We pay cash incentive compensation 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. Whereas the terms of the MIP permit the Committee to increase or decrease executives’ formula-derived incentive compensation, the Committee has no discretion to increase formula-derived incentive compensation under the EOPP. For 2008, the only participants in the EOPP were the executive officers.

          For each EOPP participant, the Committee determined a percentage of that executive’s base salary as a targeted level of incentive compensation opportunity, based on the Committee’s review of the Compensation Consultant’s recommendations, relevant survey data and, in the case of Named Executive Officers other than the Chief Executive Officer, the recommendations of the Chief Executive Officer. Differences in target levels of incentive compensation opportunity among the Named Executive Officers are decided by the Committee based on various factors, including competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s length of employment, level of responsibility and experience. An executive’s base salary multiplied by the incentive compensation opportunity percentage establishes the target incentive compensation for which he or she is eligible. The Committee determined incentive compensation targets in 2008 for all Named Executive Officers. These incentive compensation targets were as follows:

		Target as a
		Percent of Salary				Target in Dollars
Randall J. Hogan			150	%		$	1,505,400
John L. Stauch			80	%			363,200
Michael V. Schrock			100	%			535,000
Frederick S. Koury			60	%			232,800
Louis L. Ainsworth			60	%			229,200

          Actual incentive compensation awarded to each Named Executive Officer may range from 0 to 2 times the target, depending on actual company and individual performance, as described below. The Committee approves business goals (described below) for each year and sets each executive’s incentive compensation opportunity so that if we attain our annual 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 zero and the 50^th percentile of our Comparator Group.

          To establish the performance measures and related targets applied to EOPP payments for the Named Executive Officers, the Committee examined goals that were recommended by the Chief Executive Officer, after consultation with the Chief Financial Officer and certain other executive officers, and that were based solely on objectively determinable financial performance measures. The Committee then assessed these recommendations in light of comparable data of the Comparator Group and relevant survey data. In February 2008, the Committee established the performance goals for 2008 for both the EOPP and the more broadly-based MIP, which the Board then ratified. The EOPP performance goals, which applied to all Named Executive Officers, consisted of four quantitative measures:

	•		Sales performance, which means revenue obtained from net sales to third parties. For all Named Executive Officers, the 2008 sales performance target was $3.4 billion.
	•		Free cash flow, which means cash from operating activities less capital expenditures, including both continuing and discontinued operations, plus proceeds from sale of property and equipment. For all Named Executive Officers, the 2008 free cash flow performance target was $235 million.
	•		Operating income, which means the excess of revenues over expenses for normal operating activities. For all Named Executive Officers, the 2008 operating income target was $426 million.
	•		Earnings before interest, depreciation and amortization (“EBITDA”). For all Named Executive Officers, the 2008 EBITDA target was $469 million.

          To provide an added performance incentive, the Committee determined that the amount of incentive compensation related to each performance measure other than EBITDA would be scaled according to the amount by which the measure exceeded or fell short of the target. The Committee also determined that the target measures for free cash flow and operating income should also have a threshold level below which no incentive compensation would be earned. In the case of the free cash flow and operating income performance measures, the amount of incentive compensation for each target measure was scaled from 0.75 (at the threshold) to 2.0 times (at the maximum) the measure according to a formula that was based solely on our corporate performance and was not subject to adjustment or discretion.

          In the case of EBITDA, the Committee determined that attainment of this performance goal alone would not trigger an incentive compensation award. If the EBITDA target were not attained, no award would be made at all for this performance goal. However, if the EBITDA target was attained, the Committee retained the discretion to reduce, but not to increase, the amount of any award to a Named Executive Officer, based upon a strategy deployment factor (“SDF”). The SDF factor measures an individual executive’s performance against expectations in the attainment of corporate strategic goals set by the Board. The SDF factor is determined by the Committee for each Named Executive Officer based on its assessment of individual performance following consultation with the Chief Executive Officer.

          The Committee determined that, for 2008, the performance measures applied to EOPP payments for all Named Executive Officers were to be weighted as follows: sales performance: 10%; free cash flow: 25%; operating income: 50%; and EBITDA: 15%. The actual incentive compensation of each Named Executive Officer was determined by multiplying the eligible target incentive compensation amount by a multiplier determined as noted above.

          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 2009, the Committee certified corporate performance against 2008 goals. For 2008, for all Named Executive Officers, the measure for sales performance was below target, the measure for EBITDA exceeded its target amount, and the measures for free cash flow and operating income fell below their respective threshold amounts. The Committee approved a portion of the EOPP award based upon sales performance at the level achieved.

          The Committee then reviewed the Chief Executive Officer’s assessment of each individual Named Executive Officer’s performance against expectations established for that officer. The Committee applied an SDF factor to the potential incentive compensation amount for this goal for each Named Executive Officer. The Committee also determined that the individual performance of each Named Executive Officer in 2008 met or exceeded expectations.

          The Committee granted EOPP awards to the Named Executive Officers, based on their respective SDF factors set by the Committee. This element of their incentive compensation, plus the portion of the EOPP award attributable to the sales performance measure, resulted in awards reflected in the Summary Compensation Table, column (g) “Non-Equity Incentive Plan Compensation,” on page 26.

          Because sales performance and free cash flow were adversely impacted by several discretionary actions we took during 2008 after discussion and approval by the Board, the Committee considered adjustments in the results for sales performance and free cash flow. These adjustments reflect the impact of Board-approved acquisitions, divestitures, and other non-recurring and unusual items, that have traditionally been taken into account in the annual MIP bonus calculations for our broader management team. These adjustments had not been contemplated at the time performance goals were set in February 2008. Following a detailed review of each item, the Committee approved these adjustments for purposes of measuring performance for our MIP for management other than EOPP participants.

          The Committee then evaluated the calculated bonuses that Named Executive Officers would have earned under the EOPP if the recommended adjustments had been made under the EOPP as well. Based on this review, the Committee approved grants of restricted shares for the EOPP participants, including the Named Executive Officers, in an amount equal to the incremental difference between (1) the bonuses that would have been earned under the EOPP if the recommended adjustments had been made under the EOPP, and (2) the approved EOPP awards without taking into account the recommended adjustments. These awards were granted on March 3, 2009, and valued at the closing stock price on that date, and they will vest one-half on the first anniversary, and one-quarter on the second and third anniversaries, of the date of grant. The number of restricted shares granted to each of the Named Executive Officers was as follows: Mr. Hogan — 19,594 shares, Mr. Stauch — 4,727 shares, Mr. Schrock — 6,963 shares, Mr. Koury — 3,030 shares, and Mr. Ainsworth — 2,983 shares.

2008 Long-term 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 long-term compensation to our executives to further the objectives of:

	•		motivating and rewarding executives through share price appreciation;
	•		encouraging innovation and growth;
	•		aligning management and shareholder interests; and
	•		attracting and retaining key executive talent.

          In keeping with this philosophy, the Committee awards participants with grants of long-term incentive compensation having a value falling between the 50^th and 75^th percentiles of competitive compensation programs, based on the Committee’s assessment of 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 may exceed the 75^th percentile of our Comparator Group.

          In 2008, the Committee awarded long-term incentive compensation in the form of stock options and restricted shares granted under the Pentair, Inc. Omnibus Stock Incentive Plan (the “2004 OSIP”). As it does each year, the Committee used benchmark data (including compensation surveys, Comparator Group information and other data provided by the Compensation Consultant) to set competitive target dollar award levels for each individual Named Executive Officer and for each position or grade level. Differences in target dollar award levels among the Named Executive Officers were decided by the Committee based on various factors, including competitive conditions for the Named Executive Officer’s position within the Comparator Group and in the broader employment market, as well as the Named Executive Officer’s length of employment, level of responsibility, experience and individual performance. Individual awards generally range between 80 and 120 percent of the target award level, with actual award amounts determined by the Committee based on its assessment of both the executive’s individual performance against his or her individual performance goals in the previous year and company performance in the previous year against our strategic plan.

          Awards to Named Executive Officers under the 2004 OSIP consisted of stock options and restricted shares and were delivered as a mix of approximately two-thirds of their total award value in stock options and one-third of their total award value in restricted shares. The Committee determined this mix based on market data provided by the Compensation Consultant for comparable positions and functions. The Committee determined the value of options using the Black-Scholes valuation method and determined the value of restricted shares using the average fair market value of our Common Stock during the month preceding the date on which the awards were determined.

          The stock options granted in 2008 vest one-third in each year on the first, second and third anniversary of the date of grant and expire ten years from the date of grant. The restricted shares granted in 2008 vest in one-half increments on the third and fourth anniversaries of the date of grant. The value of stock options and restricted shares granted to the Named Executive Officers in 2008 is reflected in the Grants of Plan-Based Awards Table on page 28. The value of restricted shares that vested for each Named Executive Officer in 2008 (reflecting grants made to them in 2004 and 2005) and the value of options exercised by each Named Executive Officer in 2008 are shown in the Option Exercises and Stock Vested Table on page 31.

          The Committee reviewed and approved the 2008 grants of long-term incentive compensation for executive officers in December 2007. For all other recipients, in February 2008, the Committee reviewed and approved grants that were effective on March 3, 2008. 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 that are effective the earlier of the 15^th day of the month following the date of hire or promotion or the 15^th day of the month following the date of the Committee meeting at which the grant is approved. 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.

Changes in Compensation Program Mix for 2009

     The Committee believes that one of the strengths of our compensation program is its consistency; therefore, for 2009, the Committee has not changed our compensation philosophy or objectives as described on pages 12-14 above. In light of current economic and market conditions, however, the Committee did revise the mix of elements of the compensation program for the Named Executive Officers and the broader management team for 2009. After review of our short- and long-term incentive plans, our preliminary 2009 operating plan, our financial position and current market trends for executive compensation prepared by the Compensation Consultant, the Committee modified our compensation program from that in 2008 as follows:

	•		to freeze base salaries at 2008 levels for the Named Executive Officers;
	•		to reduce the equity-based portion of long-term incentive compensation; and
	•		to establish a cash-settled performance unit as a part of long-term incentive compensation.

     The Committee believes that these changes will further management alignment with shareholder interests.

          Base Salaries

          The Committee undertook its annual review of base salaries for the Named Executive Officers and other management personnel, in accordance with its normal procedures. Following a market review by the Compensation Consultant, the Committee, with the Board’s concurrence, adopted the Chief Executive Officer’s recommendation to temporarily freeze base salaries for most upper management personnel, including all Named Executive Officers, at 2008 levels, pending the Committee’s future assessment of market and economic conditions.

          Annual Incentive Compensation

          The Committee also reviewed the Company’s cash incentive plans and approved performance measures and goals for 2009. The Committee determined that operating income and cash flow generation would be the two primary operating measures used to determine cash incentive compensation amounts in 2009. These measures correlate strongly with two primary corporate objectives: to improve the financial return from our businesses, and to strengthen our balance sheet through cash flow improvement and debt reduction. In addition, the Committee also approved an EBITDA target to be used with SDF factors in assessing individual performance for the year. The performance measures applicable to EOPP awards for 2009 for all Named Executive Officers will be weighted as follows: operating income 40%, cash flow 40% and EBITDA (SDF) 20%.

          No changes are being made in the administration of the EOPP, the setting of incentive compensation opportunity targets, the methodology for calculating actual incentive compensation payouts or the Committee’s procedures for reviewing and approving awards under the plan, as described above on pages 14-18.

          Long-term Incentive Compensation

          The Committee approved the elements and mix of long-term incentive compensation under the 2008 Pentair, Inc. Omnibus Stock Incentive Plan (the “2008 OSIP”) approved by our shareholders last year. The Committee granted all Named Executive Officers a mix of three components: stock options, restricted stock units and cash-settled performance units.

Stock options: The Committee determined that it would award ten-year stock options, with one third of the options vesting on each of the first, second and third anniversaries of the grant date, as in prior years, though the mix of stock options will be reduced for the 2009 grant from two-thirds of the long-term incentive award’s total value to 30%.

Restricted stock units: The Committee determined that it would grant restricted stock units rather than restricted shares in 2009. Consistent with past grants of restricted shares, restricted stock units will vest one-half on each of the third and fourth anniversaries of the grant date. Each restricted stock unit represents the right to receive one share of our Common Stock upon vesting and includes one dividend equivalent unit, which, upon vesting, entitles the holder to a cash payment equal to all cash dividends declared on a share of our Common Stock from the date of grant to the date of vesting. An executive officer may elect to defer receipt of restricted stock units and receipt of payments related to dividend equivalent units upon vesting under our Non-Qualified Deferred Compensation Plan. For the 2009 grant, restricted stock units will also constitute 30% of the long-term incentive award’s total value.

Cash-settled performance units: The Committee determined that it would also grant cash-settled performance units in 2009, in order to diversify the components of our long-term incentive compensation program, to reduce the number of shares and options granted under the 2008 OSIP and to tailor our long-term incentive compensation program to specific company performance goals. Each performance unit entitles the holder to a cash payment following the end of a three-year performance period, if we achieve specified company performance goals set forth in the 2008 OSIP. The performance goals are selected by the Committee at the beginning of the performance period. For 2009, the performance metric selected was achievement of an EBITDA target.

Depending on actual company performance over the annual performance period, a maximum of 125%, and a minimum of 0%, of one-third of the total cash-settled performance units will vest in each of the three one-year performance periods contingent upon also being employed by the company on the third anniversary of the grant date or having retired at or after age 60 with a minimum of ten years’ service. Eligible executive officers may elect to defer receipt of the cash payment under our Non-Qualified Deferred Compensation Plan. For the 2009 grant, cash-settled performance units will constitute 40% of the long-term incentive award’s total value.

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. The Committee monitors our executives’ compliance with these stock ownership guidelines and periodically reviews the definition of “stock ownership” to reflect the practices of companies in the Comparator Group. For 2008, “stock ownership” included stock owned by the officer both directly and indirectly, the pro-rated portion of unvested restricted stock, and shares held in our employee stock ownership plan or our employee stock purchase plan. 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
President, Chief Operating Officer		3x base salary
Executive Vice President and Chief Financial Officer
Senior Vice President, Human Resources		2.5x base salary
Senior Vice President and General Counsel
Other key executives		2x base salary

Stock Ownership for the Currently-Serving Named Executive Officers as of December 31, 2008

		Share				12/31/08				Ownership				Meets
		Ownership				Market Value				Guideline				Guideline
Randall J. Hogan			506,221			$	11,982,251			$	5,018,000			Yes
John L. Stauch			15,013				355,358				1,362,000			No(1)
Michael V. Schrock			96,074				2,274,072				1,605,000			Yes
Frederick S. Koury			42,607				1,008,508				970,000			Yes
Louis L. Ainsworth			141,560				3,350,725				955,000			Yes

Retirement and Other Benefits

          The Named Executive Officers and other executives and employees participate in the Pentair, Inc. Pension Plan, the Pentair Retirement Savings and Stock Incentive Plan, the Pentair Supplemental Executive Retirement Plan and the Pentair 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 aim 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 Retirement Savings and Stock Incentive Plan, the Pentair Supplemental Executive Retirement Plan and the Pentair Restoration Plan were all amended in 2008 to comply with final regulations under Internal Revenue Code Section 409A. As a result of these amendments, benefits vested prior to January 1, 2005 are separated from benefits earned after January 1, 2005, and may offer different distribution or other options to participants as described below.

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. Participation in the Pension Plan is restricted to those Named Executive Officers and other employees who were hired on or before December 31, 2007. 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). No additional benefits may be earned under the Pension Plan after December 31, 2017. Benefits under the Pension Plan are payable after retirement in the form of an annuity.

          Compensation covered by the Pension Plan for the Named Executive Officers equals the amounts set forth in the “Salary” column of the Summary Compensation Table on page 26 and 2007 incentive compensation paid in March 2008 set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 26. The amount of annual earnings that may be considered in calculating benefits under the Pension Plan is limited by law. For 2008, the annual limitation was $230,000.

          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 in the SERP and the Restoration Plan. Each Named Executive Officer other than Mr. Stauch is fully vested in these Plans.

          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 vested as of December 31, 2004, are payable after retirement in the form of either a 15-year certain annuity or, at the participant’s option, a 100% joint and survivor annuity. Benefits earned after December 31, 2004, are payable after retirement in the form of a 15-year certain annuity. Compensation covered by the SERP and the Restoration Plan for the Named Executive Officers equals the amounts set forth in the 2008 “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table on page 26.

          Benefits under the SERP are calculated as:

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

          As discussed above, the Pension Plan limits retirement benefits for compensation earned in excess of the annual limitation imposed by Internal Revenue Code Section 401(a)(17), which was $230,000 in 2008. The Restoration Plan is designed to provide retirement benefits based on compensation earned by participants in excess of this annual limitation. Only executive officers and key executives hired on or before December 31, 2007 are eligible to participate in the Restoration Plan.

          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. Benefits vested as of December 31, 2004 are payable after retirement in the form of a 15-year certain annuity or, at the participant’s option, a 100% joint and survivor annuity. Benefits earned after December 31, 2004 are payable after retirement in the form of a 15-year certain annuity. No additional benefits may be earned under the Restoration Plan after December 31, 2017.

          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 31.

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 incentive compensation 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 one dollar for each dollar contributed to the RSIP by participating employees on the first one percent, and 50 cents for each dollar contributed to the RSIP by participating employees on the next five percent, of their regular earnings. In addition, after the first year of employment, we contribute to the ESOP an amount equal to 1 ¹/2 % of cash compensation (salary and incentive compensation) for each participant in the RSIP, to incent 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 $230,000 in 2008.

          Participants in the RSIP/ESOP Plan are allowed to invest their account balances in a number of possible mutual fund investments. Our Common Stock is not a permitted investment choice under the RSIP. 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 Plan Compensation” columns of the Summary Compensation Table on page 26. 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 benefits in 2008 for the Named Executive Officers was as follows:

		Cost of
Officer		Benefits
Randall J. Hogan		$	13,394
John L. Stauch		$	13,359
Michael V. Schrock		$	12,971
Frederick S. Koury		$	12,497
Louis L. Ainsworth		$	9,491

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 we have determined to be 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 $111,900 in 2008. This plan permits executives to defer up to 25% of their base salary and 100% of their annual cash incentive compensation. 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 $230,000 in 2008, but below the Sidekick Plan’s compensation limit of $700,000.

          Participants in 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 the Plan. We do not guarantee or subsidize any investment earnings under the Plan, and our Common Stock is not a permitted investment choice under the Plan.

          Amounts deferred, if any, under the Sidekick Plan by the Named Executive Officers are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table on page 26. 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 a perquisite program (the “Flex Perq Program”) under which the Named Executive Officers receive a cash perquisite allowance in an amount that the Committee believes is 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 market data provided by the Compensation Consultant to assess the levels of perquisites provided to Named Executive Officers.

          For 2008, the total aggregate annual allowance under the Flex Perq Program was $35,000 for the Chief Executive Officer and the President and Chief Operating Officer, and $30,000 for all other participants. In addition to the allowance provided under the Flex Perq Program, we provided reimbursement for an annual executive physical and related expenses for the Chief Executive Officer.

          These amounts are included in the Summary Compensation Table, in the column labeled “All Other Compensation,” on page 26 and are set forth in more detail in footnote 5 to that table.

Severance and Change-in-Control Benefits

          We provide severance and change-in-control benefits to selected executives to provide for continuity of management upon a threatened or completed change in control. These benefits are designed to provide economic protection to key executives following a change in control of our company so that our executives can remain focused on our business without undue personal concern. We believe that the security that these benefits provide helps our key executives to remain focused on our on-going business and reduces the key executive’s concerns about future employment. We also believe that these benefits allow our executives to consider the best interests of our company and its shareholders due to the economic security afforded by these benefits.

          We provide the following severance and change-in-control benefits:

	•		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 and the MIP each provide that, upon a change in control, each EOPP or MIP 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 or MIP targets have been attained.

	•		The 2004 OSIP and the 2008 OSIP provide that, upon a change in control, all outstanding options granted under such plans that are unvested become fully vested.
	•		The 2004 OSIP and the 2008 OSIP provide that, upon a change in control, all restrictions applicable to outstanding shares of restricted stock granted under such plans shall automatically lapse and any dividends declared but unpaid with respect to such restricted stock shall be paid to the executive within 10 days of the date of the change of control.
	•		The 2008 OSIP provides that, upon a change in control, all restrictions applicable to outstanding restricted stock units and dividend equivalent units granted under the Plan shall automatically lapse and any dividends declared but unpaid with respect to such dividend equivalent units shall be paid to the executive within 10 days of the date of the change of control.
	•		The 2008 OSIP provides that, upon a change in control, all cash-settled performance units for which the performance period has not expired will be cancelled in exchange for a cash payment equal to the amount that would have been due under such awards if the performance goals measured at the time of the change of control were to continue to be achieved at the same rate through the end of the performance period, or if higher, assuming the target performance goals had been met at the time 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 explain these benefits more fully under “Potential Payments Upon Termination Or Change In Control” on page 33.

Retention Agreements

          We entered into a Confidentiality and Non-Competition Agreement dated as of January 6, 2005, with Michael Schrock, our President and Chief Operating Officer. The Confidentiality and Non- Competition Agreement requires Mr. Schrock to devote his full-time and energy to furthering our business and prohibits Mr. Schrock, during or after his term of employment, from disclosing or using, for his own benefit or the benefit of another party, 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.

Impact of Tax Considerations

          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, including periodic shareholder approval of the benefit plans under which we pay such performance-based compensation. Annual cash incentive compensation generally is performance-based compensation meeting those requirements and, as such, is fully deductible. If our shareholders approve Proposal 2 concerning the deductibility of payments under our Executive Officer Performance Plan, we may continue to fully deduct incentive compensation awards paid under the objective performance criteria established under the EOPP as we have done in the past. If our shareholders fail to approve Proposal 2, we may be unable to deduct incentive compensation awards paid under the EOPP.

          The Committee also considers the impact of other tax provisions, such as the restrictions on deferred compensation set forth in Section 409A of the Internal Revenue Code, and attempts to structure compensation in a tax-efficient manner, both for the Named Executive Officers and for our company. 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, 2008.

THE COMPENSATION COMMITTEE:

David A. Jones, Chair
Glynis A. Bryan
T. Michael Glenn
Charles A. Haggerty
William T. Monahan

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 years ended December 31, 2006, 2007 and 2008.

(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			2008				1,003,600				0				2,076,214				2,520,539				525,155				566,922				203,771				6,896,201
Chairman and Chief			2007				965,000				0				2,072,484				3,557,378				1,814,876				643,468				200,209				9,253,415
Executive Officer			2006				945,000				0				2,141,325				2,385,230				510,584				576,423				237,275				6,795,837
John L. Stauch			2008				454,000				0				339,233				891,524				130,207				139,651				67,339				2,021,954
Executive Vice			2007				382,865				0				156,740				626,548				384,029				207,697				47,978				1,805,857
President and Chief Financial Officer
Michael V. Schrock			2008				535,000				0				1,323,562				1,143,342				171,735				237,198				147,366				3,558,203
President and Chief			2007				517,000				0				1,390,452				1,174,749				648,214				321,697				141,004				4,193,116
Operating Officer			2006				444,034				0				992,776				716,669				247,333				350,682				173,712				2,925,206
Frederick S. Koury			2008				388,000				0				297,535				524,677				83,459				124,626				73,988				1,492,285
Senior Vice			2007				371,171				0				301,428				525,039				279,225				108,042				87,175				1,672,080
President, Human Resources
Louis L. Ainsworth			2008				382,000				0				290,530				435,093				82,168				172,066				69,082				1,430,939
Senior Vice			2007				363,693				0				403,667				777,254				262,688				152,166				73,930				2,033,398
President, General			2006				363,693				0				435,665				760,778				78,601				186,069				124,503				1,949,309
Counsel and Secretary

		(i)				(ii)				(iii)				(iv)				(v)				(vi)
														Matches
		Perquisites				Other				Matches				under the
		under the				Perquisites				under Defined				Employee				Life				Dividends on
		Flex Perq				and Personal				Contribution				Stock				Insurance				Restricted
		Program				Benefits				Plans				Purchase Plan				Premiums				Stock Awards
Name		($)(a)				($)				($)				($)				($)				($)
Mr. Hogan (b)			35,000				5,180				28,425				0				2,147				133,019
Mr. Stauch			30,000				0				11,422				825				1,462				23,630
Mr. Schrock			35,000				0				28,387				2,250				1,724				80,005
Mr. Koury			30,000				0				19,578				2,250				1,250				20,910
Mr. Ainsworth			30,000				0				18,992				0				1,230				18,860

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

Other

All Other

Stock

Option

Awards:

Awards:

Exercise

Grant Date

Number

Number of

or Base

Fair Value

Compensation

of Shares

Securities

Price of

of Stock

Committee

of Stock

Underlying

Option

and Option

Grant

Approval

Threshold

Target

Maximum

Threshold

Target

Maximum

or Units

Options

Awards

Awards

Name

Date

Date (1)

($)

($)

($)

(#)

(#)

(#)

(#) (3)

(#)(4)

($/sh)

($)(5)

Randall J. Hogan

1/2/2008

12/11/2007

47,250

1,615,005

1/2/2008

12/11/2007

333,250

34.18

2,499,908

N/A

N/A

846,788

1,505,400

3,010,800

John L. Stauch

1/2/2008

12/11/2007

16,000

546,880

1/2/2008

12/11/2007

112,500

34.18

843,930

N/A

N/A

204,300

363,200

726,400

Michael V. Schrock

1/2/2008

12/11/2007

19,000

649,420

1/2/2008

12/11/2007

134,000

34.18

1,005,214

N/A

N/A

300,938

535,000

1,070,000

Frederick S. Koury

1/2/2008

12/11/2007

10,000

341,800

1/2/2008

12/11/2007

70,000

34.18

525,112

N/A

N/A

130,950

232,800

465,600

Louis L. Ainsworth

1/2/2008

12/11/2007

8,500

290,530

1/2/2008

12/11/2007

58,000

34.18

435,093

N/A

N/A

128,925

229,200

458,400

		Option Awards																				Stock Awards
																																		Equity
																														Equity				incentive
										Equity																				incentive				plan
										incentive																				plan				awards:
										plan																				awards:				Market
										awards:												Number								Number				or payout
						Number of				Number of												of				Market				of				value of
		Number of				securities				securities												shares				value of				unearned				unearned
		securities				underlying				underlying												of stock				shares of				shares				shares
		underlying				options				unexercised				Option								that have				stock that				that have				that have
		options				granted				unearned				exercise				Option				not been				have not				not				not
		(#)				(#)				options				price				expiration				vested				vested				vested				vested
Name		Exercisable				Unexercisable				(#)				($)(1)				date				(#)(2)				($)(3)				(#)				($)
Randall J. Hogan																							195,218			$	4,620,810
			238,000				—							$	11.3750				1/2/2011
			291,000				—							$	18.1485				1/2/2012
			6,988				—							$	16.2735				1/2/2011
			300,000				—							$	22.8800				1/2/2014
			36,680				—							$	31.0100				1/2/2011
			47,007				—							$	40.8000				1/3/2010
			275,000				—							$	40.9500				1/6/2015
			133,333				66,667	(5)						$	34.2800				1/3/2016
			106,591				213,184	(4)						$	30.0500				1/3/2017
			115,624				—							$	35.9900				1/2/2013
			—				333,250	(6)						$	34.1800				1/2/2018
John L. Stauch																							34,750			$	822,533
			4,166				8,334	(7)						$	31.5600				3/1/2017
			40,333				80,667	(8)						$	33.0100				2/15/2017
							112,500	(6)						$	34.1800				1/2/2018
Michael V. Schrock																							117,378			$	2,778,337
			73,602				—							$	22.8800				1/2/2014
			11,690				—							$	26.2650				1/2/2011
			10,023				—							$	32.4900				1/3/2010
			16,991				—							$	32.4900				10/22/2011
			60,000				—							$	40.9500				1/6/2015
			6,662				—							$	41.4300				10/22/2011
			29,786				—							$	41.4300				1/2/2012
			17,991				—							$	41.4300				1/2/2013
			7,951				—							$	41.4300				1/2/2014
			45,333				22,667	(5)						$	34.2800				1/3/2016
			36,666				73,334	(4)						$	30.0500				1/3/2017
			10,132				—							$	36.7800				1/2/2013
			—				134,000	(6)						$	34.1800				1/2/2018
Frederick S. Koury																							30,750			$	727,853
			40,000				—							$	20.5350				9/9/2013
			70,000				—							$	22.8800				1/2/2014
			50,000				—							$	40.9500				1/6/2015
			33,333				16,667	(5)						$	34.2800				1/3/2016
			21,666				43,334	(4)						$	30.0500				1/3/2017
			—				70,000	(6)						$	34.1800				1/2/2018
Louis L. Ainsworth																							27,634			$	654,097
			3,410				—							$	18.1485				1/2/2012
			6,988				—							$	16.2735				1/2/2011
			1,254				—							$	21.7650				1/2/2011
			70,000				—							$	22.8800				1/2/2014