SCHEDULE 14A INFORMATION

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

    Filed by the Registrant / /
    Filed by a Party other than the Registrant /X/

    Check the appropriate box:
    /X/  Preliminary Proxy Statement
    / /  Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))
    / /  Definitive Proxy Statement
    / /  Definitive Additional Materials
    / /  Soliciting  Material  Pursuant  to  Section  240.14a-11(c)  or  Section
         240.14a-12
                        Pentair, Inc.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/  $125 per  Exchange Act  Rules 0-11(c)(1)(ii),  14a-6(i)(1), 14a-6(i)(2)  or
     Item 22(a)(2) of Schedule 14A.
/ /  $500  per  each party  to  the controversy  pursuant  to Exchange  Act Rule
     14a-6(i)(3).
/ /  Fee  computed  on   table  below   per  Exchange   Act  Rules   14a-6(i)(4)
     and 0-11.
     1) Title of each class of securities to which transaction applies:
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     2) Aggregate number of securities to which transaction applies:
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     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):
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/ /  Fee paid previously with preliminary materials.
/ /  Check box if any part of the fee is offset as provided by Exchange Act Rule
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     previously. Identify the previous filing by registration statement  number,
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WINSLOW H. BUXTON
CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER

March 10, 1995

Dear Shareholder:

    Please  join us at 10 a.m. on  Wednesday, April 19, 1995, for Pentair's 28th
Annual Shareholders Meeting at the Northland Inn, Brooklyn Park, Minnesota.

    During the meeting, we will elect directors to the Company's board,  appoint
auditors,  and conduct  other business as  described in the  Proxy Statement. In
addition, several Pentair officers will be present to provide a detailed  report
on operations and financial performance, as well as expectations for 1995. There
also will be opportunities for shareholders to ask questions.

    We  encourage you to join us and participate in the meeting. However, if you
are unable to attend, you can be assured your shares will be represented at  the
meeting  by completing  and returning  the enclosed  proxy card  in the envelope
provided. If you are unsure  whether or not you  can attend the meeting,  please
exercise  your right to vote on company business by completing and returning the
proxy card now.  Sending your proxy  card will  not prevent you  from voting  in
person should you decide to attend the meeting.

    I  look forward  to discussing  Pentair's performance  with shareholders and
hope you will join us on April 19th.

Sincerely,

Winslow H. Buxton

                                 PENTAIR, INC.

                            1500 County Road B2 West
                          Saint Paul, Minnesota 55113
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD APRIL 19, 1995

To our Shareholders:

    The  Annual Meeting of Shareholders of Pentair, Inc. (the "Company") will be
held at the Northland Inn and Conference Center, 7101 Northland Circle, Brooklyn
Park, Minnesota, on Wednesday, April 19, 1995, at 10:00 a.m., for the  following
purposes:

    1.  To elect three directors.

    2.   To  amend the Restated  Articles of Incorporation  increasing the total
       number of shares authorized to  be issued from 75,000,000 to  100,000,000
       and  increase  from 10,000,000  to  15,000,000 the  number  of authorized
       shares that the Board of  Directors could designate as preferred  shares,
       and modify the power of the Board of Directors to establish voting rights
       of unissued shares.

    3.    To,  as an  alternative  to Item  2,  amend the  Restated  Articles of
       Incorporation, increasing the  total number  of shares  authorized to  be
       issued  from 75,000,000  to 125,000,000  and increase  from 10,000,000 to
       15,000,000 the  number  of  shares  that the  Board  of  Directors  could
       designate as preferred shares.

    4.  To vote upon a proposal to ratify the selection of Deloitte & Touche LLP
       as independent auditors of the Company for 1995.

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

    The Board of Directors has fixed the close of business on February 21,  1995
as  the record  date for  determining the shareholders  entitled to  vote at the
annual meeting.  Accordingly,  only  shareholders  of record  at  the  close  of
business  on that date  will be entitled  to vote. The  Company's transfer books
will not be closed.

                                              By Order of the Board of Directors

                                                           R. T. Rueb, Secretary

Saint Paul, Minnesota
March 10, 1995

IMPORTANT: To assure that the annual meeting may be legally held, there must  be
a  quorum (50% plus 1  vote). Accordingly, you are urged  to SIGN AND RETURN THE
ENCLOSED PROXY PROMPTLY. This will not prevent you from voting in person if  you
so desire.

                     TABLE OF CONTENTS FOR PROXY STATEMENT

                                                                                                                PAGE
                                                                                                                -----

Solicitation...............................................................................................           1

Revocation and Voting of Proxy.............................................................................           1

Outstanding Shares and Voting Rights.......................................................................           2

Security Ownership of Management and Beneficial Ownership..................................................           2

Proposals to be Acted Upon at the Annual Meeting

  Item 1 -- Election of Directors..........................................................................           5

  Item 2 -- Approval of Amendment to Restated Articles.....................................................          10

  Item 3 -- Approval of Alternative Amendment to Restated Articles.........................................          13

  Item 4 -- Approval of Auditors...........................................................................          15

Executive Compensation.....................................................................................          15

Future Proposals...........................................................................................          23

Other Business.............................................................................................          23

- --------------------------------------------------------------------------------

                                PROXY STATEMENT
                       FOR ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD APRIL 19, 1995
          ------------------------------------------------------------

                                 PENTAIR, INC.
                            1500 County Road B2 West
                          Saint Paul, Minnesota 55113
                                 March 10, 1995

    The  following statement is furnished in connection with the solicitation of
proxies by the Board of Directors of  Pentair, Inc. (the "Company") to be  voted
at  the annual meeting of  shareholders of the Company  to be held on Wednesday,
April 19,  1995,  or  at  any  adjournment  or  adjournments  of  such  meeting.
Distribution of this proxy statement and proxy to shareholders began on or about
March 10, 1995.

                                  SOLICITATION

    The cost of soliciting proxies and the notices of the meeting, including the
preparation,  assembly and mailing of proxies  and this statement, will be borne
by the Company. In addition to this mailing, proxies may be solicited personally
or by  telephone  by  regular  employees  of  the  Company.  Assistance  in  the
solicitation  of  proxies is  also being  rendered  by Morrow  & Co.,  909 Third
Avenue, New York, New York,  at a cost to the  Company of $7,000 plus  expenses.
Furthermore,   arrangements  may  be  made   with  brokers,  banks  and  similar
organizations to  send proxies  and  proxy materials  to beneficial  owners  for
voting instructions, for which the Company will reimburse such organizations for
their expense in so doing and will pay all costs of soliciting the proxies.

                         REVOCATION AND VOTING OF PROXY

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

    A majority of the outstanding shares will constitute a quorum at the  Annual
Meeting.   Abstentions  and  broker  non-votes   are  counted  for  purposes  of
determining the presence or absence of a quorum for the transaction of business.
Pursuant  to  Minnesota  law  and  the  Company's  Articles  of   Incorporation,
abstentions  are counted in  determining the total  number of the  votes cast on
proposals presented to shareholders, but will  not be treated as votes in  favor
of  the proposals. Broker non-votes are  not counted for purposes of determining
whether a proposal has been approved.

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

                                       1

                      OUTSTANDING SHARES AND VOTING RIGHTS

    At the close of business on February  21, 1995, the record date, there  were
outstanding  18,316,470 shares  of common stock,  par value $.16  per share, and
1,819,078 shares of 8% Callable  Cumulative Voting Convertible Preferred  Stock,
Series  1990, par value $.10 per share  ("voting preferred"), which are the only
classes of voting stock of the Company entitled to be voted at the meeting.

    A shareholder is entitled to one  vote for each common and voting  preferred
share  held on the record  date with respect to all  matters that may be brought
before the meeting. There is no cumulative voting for directors.

                             SECTION 16 COMPLIANCE

    Section 16(a) of the Securities Exchange Act of 1934 requires the  Company's
directors  and  executive  officers to  file  with the  Securities  and Exchange
Commission initial reports of ownership and  reports of changes in ownership  of
common  stock and other  equity securities of  the Company. Officers, directors,
and greater than  ten-percent shareholders  are required by  SEC regulations  to
furnish the Company with copies of all Section 16(a) forms they file.

    Based  solely on  its review of  the copies  of such forms  furnished to the
Company and written representations from  the Company's officers and  directors,
the  Company believes all persons subject  to these reporting requirements filed
the required  reports on  a timely  basis, except  that Charles  A. Haggerty,  a
director  of the Company and  David D. Harrison, an  officer at the Company, did
not timely  file  Form 3,  the  Initial  Statement of  Beneficial  Ownership  of
Securities.  Reports have been  filed by both persons.  Neither person bought or
sold any shares of the Company's stock  during the period from the original  due
date to the actual filing date.

           SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERSHIP

    The  following table contains information as of February 21, 1995 concerning
the beneficial ownership  of the Company's  voting shares by  each director,  by
each  executive officer, by all directors and executive officers as a group, and
by three persons  known to the  Company to  "beneficially own" more  than 5%  of
either of its classes of voting shares.

                                     NUMBER OF         PERCENT OF      NUMBER OF VOTING     PERCENT OF     COMBINED VOTING
     BENEFICIAL OWNER (A)        COMMON SHARES (B)        CLASS      PREFERRED SHARES (B)     CLASS        PERCENTAGE (C)
                                                                                          
- ----------------------------------------------------------------------------------------------------------------------------
George N. Butzow                        17,324(d)            *                    0               0                *
Winslow H. Buxton                      149,353(e)            *                1,156               *                *
Joseph R. Collins                       30,229(f)            *                1,021               *                *
Charles A. Haggerty                      1,661(g)            *                    0               0                *
Harold V. Haverty                        3,750(h)            *                    0               0                *
Quentin J. Hietpas                       9,552(i)            *                    0               0                *
B. Kristine Johnson                      6,021(j)            *                    0               0                *
Ronald V. Kelly                         79,145(k)            *                1,181               *                *
Walter Kissling                          1,985(l)            *                    0               0                *
Gerald C. Kitch                         45,121(m)            *                1,125               *                *
Allan J. Kolles                         37,624(n)            *                1,085               *                *
D. Eugene Nugent                       413,302(o)            2.2%               850               *                2.0%
Richard M. Schulze                       1,048(p)            *                    0               0                *
All current directors &                862,375(q)            4.6%             8,720               *                4.3%
executive officers as a group
(18 persons)

                                       2

                                     NUMBER OF         PERCENT OF      NUMBER OF VOTING     PERCENT OF     COMBINED VOTING
     BENEFICIAL OWNER (A)        COMMON SHARES (B)        CLASS      PREFERRED SHARES (B)     CLASS        PERCENTAGE (C)
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                          
Brinson Partners, Inc.               1,228,538(r)            6.6%                 0               0                6.0%
Three First National Plaza
9th Floor, Suite 111
Chicago, IL 60602-4298
The Prudential Insurance             1,824,301(s)            9.8%                 0               0                8.9%
 Company of America
Prudential Plaza
Newark, NJ 07102-3777
State Street Bank                       56,300(t)            *            1,819,078(s)          100.0%             8.9%
 and Trust Company
225 Franklin St.
Boston, MA 02110

*    Less than 1.0%.

(a)  Unless  otherwise noted, all shares are held by individuals possessing sole
     voting and investment power with respect to such shares. Amounts listed  do
     not  include  528,285 shares  held by  the Pentair,  Inc. Master  Trust for
     various pension plans of  the Company and  it subsidiaries, the  Investment
     Committee  of  which Master  Trust includes  Winslow  H. Buxton,,  Allan J.
     Kolles and two other officers.  Although these individuals could be  deemed
     under  applicable Securities and Exchange Commission rules to "beneficially
     own" all of the shares held by  these plans because of their shared  voting
     and investment power with respect to those shares, they disclaim beneficial
     ownership of such shares.

(b)  The  shares of voting  preferred stock are  all held by  the trustee of the
     Company's Employee Stock Ownership Trust.  These shares are converted  into
     common  shares upon the retirement or other termination of employment of an
     ESOP participant at  the ratio  of approximately 1.1538  common shares  for
     each  preferred share. The shares of preferred stock vote together with the
     common shares as a single class  on most issues, with each preferred  share
     having  one vote. The ESOP participants, including those officers listed in
     the table, have the right to direct  the voting of the shares allocated  to
     their  accounts, although they have no  investment power over those shares.
     Since the voting  preferred shares  could be  converted into  approximately
     2,098,852 common shares, under applicable SEC rules the ESOP trustee may be
     deemed  to beneficially own that number of common shares in addition to the
     preferred shares it holds. However, to avoid overstatement of the aggregate
     beneficial ownership of the common and voting preferred shares, the  common
     shares reported in the table do not include the shares that may be acquired
     upon conversion of the voting preferred shares, and the calculations of the
     percentage of common shares beneficially owned do not take into account any
     such shares.

(c)  Since  the common  shares and  voting preferred  shares vote  together as a
     single class  on all  issues being  submitted to  the shareholders  at  the
     upcoming  annual meeting, the percentages  below indicate the percentage of
     the aggregate voting power represented by  the shares of both classes  held
     by each person listed.

(d)  Includes 4,725 shares that could be obtained upon exercise of stock options
     within  60 days and  7,928 shares representing Share  Units credited to Mr.
     Butzow's account in the  Third Amended and  Restated Compensation Plan  for
     Non-Employee Directors as to which he currently has no voting or investment
     power.

(e)  Includes 6,512 restricted shares issued pursuant to an incentive plan as to
     which  Mr. Buxton has sole voting power but no investment power, 217 shares
     held jointly with his  spouse as to which  he shares voting and  investment
     power,  and 108,433 shares that could be obtained upon exercise of employee
     stock options within 60 days.

                                       3

  
(f)  Includes 2,410 restricted shares issued pursuant to an incentive plan as to
     which Mr. Collins has sole voting power but no investment power, 390 shares
     held by  his spouse  as to  which  he may  be deemed  to share  voting  and
     investment  power, but as  to which he  disclaims beneficial ownership, and
     13,496 shares  that  could be  obtained  upon exercise  of  employee  stock
     options within 60 days.

(g)  Includes  661 shares  representing share  units credited  to Mr. Haggerty's
     account  in  the   Third  Amended  and   Restated  Compensation  Plan   for
     Non-Employee Directors as to which he currently has no voting or investment
     power.

(h)  Includes 3,000 shares that could be obtained upon exercise of stock options
     within 60 days.

(i)  Includes 4,725 shares that could be obtained upon exercise of stock options
     within  60 days and  1,089 shares representing Share  Units credited to Mr.
     Hietpas's account in the Third  Amended and Restated Compensation Plan  for
     Non-Employee Directors as to which he currently has no voting or investment
     power.

(j)  Includes 3,000 shares that could be obtained upon exercise of stock options
     within  60 days and  2,721 shares representing Share  Units credited to Ms.
     Johnson's account in the Third  Amended and Restated Compensation Plan  for
     Non-Employee Directors as to which she has no voting or investment power.

(k)  Includes 2,424 restricted shares issued pursuant to an incentive plan as to
     which  Mr.  Kelly has  sole voting  power but  no investment  power, 11,570
     shares held by his spouse as to which he may be deemed to share voting  and
     investment  power, but as  to which he  disclaims beneficial ownership, and
     31,333 shares  that  could be  obtained  upon exercise  of  employee  stock
     options within 60 days.

(l)  Includes  500 shares that could be  obtained upon exercise of stock options
     within 60 days and  1,485 shares representing Share  Units credited to  Mr.
     Kissling's  account in the Third Amended and Restated Compensation Plan for
     Non-Employee Directors as to which he has no voting or investment power.

(m)  Includes 2,862 restricted shares issued pursuant to an incentive plan as to
     which Mr. Kitch has sole voting  power but no investment power, and  25,483
     shares  that  could be  obtained upon  exercise  of employee  stock options
     within 60 days.

(n)  Includes 1,441 restricted shares issued pursuant to an incentive plan as to
     which Mr.  Kolles has  sole voting  power but  no investment  power,  7,245
     shares  held by his spouse as to which he may be deemed to share voting and
     investment power, but as  to which he  disclaims beneficial ownership,  and
     10,509  shares  that  could be  obtained  upon exercise  of  employee stock
     options within 60 days.

(o)  Includes 168,361 shares that Mr. Nugent holds jointly with his spouse as to
     which he shares  voting and  investment power,  22,296 shares  held by  his
     spouse  as to which he may be  deemed to share voting and investment power,
     but as to which he disclaims  beneficial ownership, and 69,450 shares  that
     could be obtained upon exercise of stock options within 60 days.

(p)  Includes  48  shares representing  share  units credited  to  Mr. Schulze's
     account  in  the   Third  Amended  and   Restated  Compensation  Plan   for
     Non-Employee Directors as to which he has no voting or investment power.

(q)  Includes,  with respect  to officers  not named  above, 484  shares held by
     children of an  officer as to  which such  officer may be  deemed to  share
     voting  and  investment  power, but  as  to which  he  disclaims beneficial
     ownership; 6,469 shares held  jointly by officers and  their spouses as  to
     which  such officers  share voting  and investment  power; 8,638 restricted
     shares issued pursuant to an incentive plan as to which such officers  have
     sole  voting power but no investment power; and 29,257 shares that could be
     obtained upon exercise of employee stock options within 60 days.

(r)  According to its Schedule  13G dated February  13, 1995, Brinson  Partners,
     Inc.,  a  registered investment  adviser, has  sole  voting power  and sole
     investment power over all 1,228,538 shares.

                                       4

  
(s)  According to its Schedule 13G dated February 16, 1995, Prudential Insurance
     Company of America, a registered investment adviser and broker-dealer,  has
     sole  voting and investment power over 768,900 shares and shared voting and
     investment power over 1,055,401 shares.

(t)  According to its Schedule  13G dated February 13,  1995, State Street  Bank
     and  Trust  Company,  as trustee  under  the Pentair,  Inc.  Employee Stock
     Ownership Trust, may be deemed to  have shared voting power and  investment
     power  over all  1,819,078 voting preferred  shares, but  it has disclaimed
     beneficial ownership of all 1,819,078  shares. State Street reports  having
     sole  voting power  and investment power  over 54,200 of  the common shares
     listed, and shared investment power of  2,100 of the common shares  listed,
     which  it  holds  as  trustee for  collective  investment  funds  for other
     employee benefit plans.

                PROPOSALS TO BE ACTED UPON AT THE ANNUAL MEETING
                                     ITEM 1
                             ELECTION OF DIRECTORS

    The Company's By-Laws provide for  a Board of Directors (sometimes  referred
to  herein as  the "Board") of  not fewer than  three members and  not more than
fifteen members. The Board has set the number of directors at nine. The Board is
divided into three classes with all directors serving three-year terms but  with
the  beginning date for each  term staggered so that the  term of only one class
expires in any particular year. Vacancies that occur during a term may be filled
by the Board of Directors or by  election at a special meeting of  shareholders.
Any director elected to fill a vacancy by the remaining directors is required to
stand for election at the next meeting of shareholders.

    At  the forthcoming annual meeting,  three persons are to  be elected to the
Company's Board  of  Directors, two  of  whom  are currently  directors  of  the
Company.  From  the class  of three  directors normally  scheduled to  stand for
election this year, B. Kristine Johnson  has indicated she will retire from  the
Board  effective the  date of the  annual meeting,  and Karen E.  Welke has been
nominated by the Board to fill  the resulting vacancy. Six other directors  have
terms of office that do not expire at this time, and each will continue to serve
his  or her full term. Proxies cannot be voted for a greater number of directors
than the number nominated.  Unless you direct otherwise,  proxies will be  voted
FOR  the election of all nominees listed below. Should any nominee decline or be
unable to accept such  nomination or to serve  as director (an event  management
does not now expect to occur), proxies will be voted FOR a substitute nominee or
nominees  in accordance with the  best judgment of the  person or persons acting
under them.

    If elected, all nominees are expected to serve until the 1998 Annual Meeting
of Shareholders and until their successors are duly elected and qualified.

    Information concerning the persons nominated  for election as directors,  as
well as those continuing in office, is set forth on the following pages.

                        DIRECTORS STANDING FOR ELECTION
  (FOR A THREE-YEAR TERM EXPIRING AT THE 1998 ANNUAL MEETING OF SHAREHOLDERS)

                           
[PHOTO]                       Since  1983, Mr. Hietpas has been the  Senior Vice President of External Affairs
                              of the University of St. Thomas.
QUENTIN J. HIETPAS
 Director since: 1976
 Age: 64

                                       5

                           
[PHOTO]                       Since 1983, Mr. Schulze has been  Founder, Chairman and Chief Executive  Officer
                              of Best Buy Company, Inc. a consumer electronics and major appliance chain.
RICHARD M. SCHULZE
 Director since: 1994
 Age: 54
                              Since   February  1995,  Ms.  Welke  has  been  Group  Vice  President,  Medical
[PHOTO]                       Products Group for  Minnesota Mining  and Manufacturing Company  (3M). Prior  to
                              that,   she   held  various   positions  with   3M  including   Managing  Direc-
KAREN E. WELKE                tor, 3M  France (July  1991  to February  1995);  and Division  Vice  President,
 Director since: --           Medical-Surgical Division (March 1990 to July 1991).
 Age: 50

                         DIRECTORS CONTINUING IN OFFICE
           (TERM EXPIRES AT THE 1996 ANNUAL MEETING OF SHAREHOLDERS)

                           
[PHOTO]                       Since May 1994, Mr. Butzow has been Founder and Chairman Emeritus of MTS
GEORGE N. BUTZOW              Systems, a manufacturer of high-technology testing systems. Mr. Butzow was
 Director since: 1979         Chairman of the Board of Directors of MTS from 1982 to May 1994. Mr. Butzow is
 Age: 65                      also a director of Andrew Corporation.
                              Since January 1993, Mr. Buxton has been the Chairman of the Board
[PHOTO]                       of Directors of Pentair, Inc. Mr Buxton has been President and Chief
WINSLOW H. BUXTON             Executive Officer of the Company since August 1992. Mr. Buxton was Chief
 Director since: 1990         Operating Officer of the Company from August 1990 through August 1992. Mr Buxton
 Age: 55                      was also Vice President -- Paper Group of the Company from January 1989 through
                              August 1990. Mr. Buxton is also a director of Bemis Company, Inc.

                                       6

                           
[PHOTO]                       Mr. Kissling has been the President since April 1992 and Chief Operating Officer
WALTER KISSLING               since July 1990 of H. B. Fuller Company, a manufacturer and marketer of
 Director since: 1993         specialty chemical products. He was Executive Vice President of H.B. Fuller from
 Age: 63                      July 1990 to April 1991, and Senior Vice President from 1980 to 1990. Mr.
                              Kissling is also a director of H.B. Fuller Company and Chairman and Director of
                              one of its subsidiaries, Kativo Chemical Industries, S.A.

           (TERM EXPIRES AT THE 1997 ANNUAL MEETING OF SHAREHOLDERS)

                           
[PHOTO]                       Since 1992, Mr. Haverty has been Chairman of the Board of Directors of Deluxe
HAROLD V. HAVERTY             Corporation, a manufacturer of bank checks and internal bank forms. Mr. Haverty
                              has been Chief Executive Officer and President of Deluxe since 1986.
 Director since: 1990
 Age: 64
                              In June 1992, Mr. Haggerty was appointed President and subsequently
[PHOTO]                       in July 1993 appointed Chairman of the Board of Directors and Chief Executive
                              Officer of Western Digital Corporation, a manufacturer of
CHARLES A. HAGGERTY           hard disk drives and semiconductors. Prior to that, he held various positions
 Director since: 1994         with IBM Corporation including Vice President-General Manager, Worldwide OEM
 Age: 53                      Storage Marketing (1991- 1992); and Vice President-General Manager, Low-end
                              Storage Products (1989-1990).
                              Mr. Nugent was the Chairman of the Board of Directors of Pentair, Inc.
[PHOTO]                       from July 1986 to January 1993. He was also the Chief Executive Officer of the
                              Company from July 1986 until August 1992. Mr. Nugent
D. EUGENE NUGENT              is also a director of Apogee Enterprises, Inc., Piper Trust Funds, Inc. and VFE,
 Director since: 1975         Inc.
 Age: 67

                                       7

DIRECTORS' ATTENDANCE

    The  Board of Directors held six meetings in 1994. All directors attended at
least 75% of the meetings of the Board and its committees on which they served.

COMMITTEES OF THE BOARD

    The Board presently has seven committees.

    The Audit  Committee,  which  presently  consists  of  B.  Kristine  Johnson
(Chair), George N. Butzow, and Charles A. Haggerty, is responsible for selecting
auditors,  ensuring the  fiscal integrity of  the Company,  and establishing and
reviewing internal controls. The Audit Committee held two meetings in 1994.

    The Compensation  and  Personnel  Committee,  which  presently  consists  of
Quentin  J.  Hietpas  (Chair),  Harold  B.  Haverty  and  D.  Eugene  Nugent, is
responsible for developing a broad plan of compensation for the Company that  is
competitive  and rewarding to the degree that it will attract, hold, and inspire
performance of executive,  managerial, and  other key  personnel. The  Committee
held nine meetings during 1994.

    The  Executive  Committee,  which  presently consists  of  D.  Eugene Nugent
(Chair), Winslow H. Buxton,  Quentin J. Hietpas and  Walter Kissling, makes  and
implements  decisions  that  require  immediate  or  rapid  action  when  it  is
impractical to call a meeting of the full Board of Directors. The Committee held
two meetings in 1994.

    The Nominating  Committee,  which presently  consists  of D.  Eugene  Nugent
(Chair), Winslow H. Buxton, and Harold B. Haverty, is responsible for nominating
candidates  for vacancies on  the Board. The  Nominating Committee will consider
nominees recommended by shareholders under procedures set forth in the Company's
By-Laws. Sections 9  through 12  of Article  II of  the By-Laws  provide that  a
candidate  may not be nominated for election as a director at the annual meeting
of shareholders unless the nomination was  previously submitted to the Board  or
its  Nominating Committee.  A shareholder  wishing to  nominate a  candidate for
director at an  annual meeting  of shareholders  must do  so no  later than  the
sixtieth  day of the fiscal year preceding  the fiscal year in which such annual
meeting will be  held. Nominations  are deemed made  when the  Secretary of  the
Company  receives all  of the following:  (1) all information  about the nominee
that may be  required to  be provided  in any  proxy statement  pursuant to  the
Securities  Exchange Act of 1934 and  regulations promulgated thereunder; (2) an
executed directors' questionnaire provided by  the Company and completed by  the
nominee;  (3) the  nominee's statement consenting  to his or  her nomination and
agreeing to  serve, if  elected; and  (4) evidence  that the  person making  the
nomination  is a shareholder.  After reviewing the submission,  the Board or the
appointed Nominating Committee may, but need  not, designate one or more of  the
nominees  to  appear  as  an  alternate  candidate  on  any  proxy  solicited by
management or any proxy  statement furnished by management.  The number of  such
alternate  candidates may not  exceed the number  of directors to  be elected at
that annual meeting. Exclusion of any eligible candidate from a proxy  solicited
by  management does not affect the right  of shareholders to nominate, vote for,
or elect such candidate  at any shareholders meeting  held within twelve  months
after  submission  of the  nomination material  described above.  The Nominating
Committee held one meeting in 1994.

    The Public Policy Committee, which  presently consists of Harold B.  Haverty
(Chair),  Winslow  H.  Buxton  and  B.  Kristine  Johnson,  is  responsible  for
overseeing the Company's interest in the legislative, regulatory,  philanthropic
and public areas, and for making recommendations regarding the Company's role as
a responsible corporate citizen. The Committee held two meetings in 1994.

    The  Shareholder Affairs  Committee, which  presently consists  of George N.
Butzow (Chair),  Winslow H.  Buxton and  D. Eugene  Nugent, is  responsible  for
reviewing any proposed transaction involving the Company's securities that could
significantly  alter  the  Company's shareholder  base,  operations,  or overall
management. It has  the power  to engage  advisers, direct  management to  issue
statements  on behalf of the Company, institute legal action deemed to be in the
best interests of the Company, and take other appropriate action. The  Committee
held one meeting in 1994.

                                       8

    The  Share  Rights Committee,  which presently  consists of  Walter Kissling
(Chair), George N.  Butzow and Charles  A. Haggerty, is  responsible for  making
recommendations  to  the Board  regarding  the Company's  Rights  Agreement. The
Committee held one meeting in 1994.

DIRECTORS' REMUNERATION

    In 1995, non-employee directors will be paid an annual retainer of  $23,000,
plus  $1,000 for  each attendance at  a Board meeting.  Committee Chairs receive
$1,400,  except  the  Chair  of  the  Compensation  Committee  receives  $1,600.
Non-employee directors receive $1,000 for each attendance at a committee meeting
and $500 for participation in a telephone conference in lieu of a meeting.

    Under  the  Third Amended  and Restated  Compensation Plan  for Non-Employee
Directors, directors who  are not employees  of the Company  may elect to  defer
payment  of all or a portion of  their director's fees. The amounts deferred can
be either  set aside  in  a cash  account  or used  to  purchase shares  of  the
Company's  common stock.  The plan provides  for a  Company match of  25% on the
first $750 per  month deferred  in the form  of common  stock. Participants  and
amounts deferred under the Plan are shown below:

             $ DEFERRED   $ DEFERRED   $ DEFERRED    SHARE UNITS
                1992         1993         1994        12/31/94
- -----------------------------------------------------------------
                                        
Butzow        $  25,750    $  26,200    $       0         7,799
Haggerty              0            0       22,688           511
Hietpas               0        9,000        9,000         1,050
Johnson          23,450       25,850       33,250         2,641
Kissling              0       17,700       31,300         1,285

    The  plan also provides that former  non-employee directors who meet certain
requirements are to be considered for  retirement benefits to extend for a  term
equal  to the number of years served  as a non-employee director or until death,
whichever occurs first, which benefits shall be paid monthly in an amount  equal
to  the pro rata monthly retainer fee being  paid to the director at the time of
termination from  the  Board.  The  Company  is  currently  paying  compensation
benefits to four former directors. Finally, in the event of an unfriendly change
in control of the Company, the plan provides for the establishment of depository
agreements  and the payment into trust of funds sufficient to ensure the payment
of any deferred director's fees or retirement benefits due former directors.

    The Outside  Directors  Nonqualified  Stock Option  Plan  provides  for  the
granting  of options to purchase the Company's common stock to directors who are
not employees of the Company. The  plan provides for automatic annual grants  to
the  directors and  offers alternative  forms of  payment of  the exercise price
including surrender of Pentair common stock or unexercised options. The  persons
to  receive options, the number of options granted, and the terms of the options
are determined by the Plan.

                                       9

No option granted under the plan, however, may extend for a period of more  than
ten  years from the date of  the grant and no option  exercise price may be less
than the current market price  of Pentair common stock on  the date of award  of
such option.

                                      OPTIONS    EXERCISE OR
         NAME              YEAR       GRANTED    BASE PRICE   EXPIRATION DATE
- -----------------------------------------------------------------------------
                                                  
George N. Butzow              1994       1,500    $ 35.50          1/19/99
                              1993       1,500    $ 28.6667        1/19/98
                              1992       1,500    $ 29.4167        1/14/97

Harold B. Haverty             1994       1,500    $ 35.50          1/19/99
                              1993       1,500    $ 28.6667        1/19/98
                              1992       1,500    $ 29.4167        1/14/97

Quentin J. Hietpas            1994       1,500    $ 35.50          1/19/99
                              1993       1,500    $ 28.6667        1/19/98
                              1992       1,500    $ 29.4167        1/14/97

B. Kristine Johnson           1994       1,500    $ 35.50          1/19/99
                              1993       1,500    $ 28.6667        1/19/98
                              1992       1,500    $ 29.4167        1/14/97

Walter Kissling               1994       1,500    $ 35.50          1/19/99

D. Eugene Nugent              1994       1,500    $ 35.50          1/19/99
                              1993       1,500    $ 28.6667        1/19/98

    One-third  of the  options granted to  each recipient  become exercisable on
each of the  first three anniversaries  of the  date of grant,  and the  options
expire  five  years after  the date  of grant.  Two current  directors exercised
options during 1992-1994; the  net value of shares  (market value less  exercise
price) realized from these exercises was $39,050.

                                     ITEM 2
                   AMENDMENT TO RESTATED ARTICLES INCREASING
               THE TOTAL NUMBER OF SHARES AUTHORIZED TO BE ISSUED
                  FROM 75,000,000 TO 100,000,000 AND INCREASE
         FROM 10,000,000 TO 15,000,000 THE NUMBER OF AUTHORIZED SHARES
                  THAT MAY BE DESIGNATED AS PREFERRED SHARES,
                 AND MODIFY THE POWER OF THE BOARD OF DIRECTORS
                 TO ESTABLISH VOTING RIGHTS OF UNISSUED SHARES

    The  Board of Directors of  the Company has approved  and is requesting that
the shareholders  adopt  an amendment  to  the Company's  Restated  Articles  of
Incorporation  relating  to the  terms and  number  of the  Company's authorized
shares.

                                   BACKGROUND

    Article VII of  the Company's Restated  Articles of Incorporation  currently
authorizes  the issuance of up to 75,000,000 shares, not more than 10,000,000 of
which may  be preferred  shares. Adoption  of Item  2 would  increase the  total
number  of shares authorized to be  issued from 75,000,000 to 100,000,000 shares
and would increase  from 10,000,000  to 15,000,000 the  total authorized  shares
that  the Board of Directors could designate as Preferred Shares, and would give
the Board  of Directors  the power  to issue  Preferred Shares  with greater  or
lesser  voting rights per share than for  the Common Shares, by amending Article
VII of the Restated Articles of Incorporation to read as follows:

        The aggregate number  of shares  which this  Corporation shall  have
    authority  to  issue  is  100,000,000 shares,  of  which  not  more than
    15,000,000 shares shall be "Preferred Shares."

    a.  All classes of Preferred and  Common Shares may be issued as  and
       when  and for such  consideration as the  Board of Directors shall
       determine, and,  to the  full extent  permitted by  the  Minnesota
       Business  Corporation Act, the  Board of Directors  shall have the

                                       10

       power to establish any  classes or series  of Preferred Shares  or
       Common Shares, with such par value, rights and priorities it deems
       appropriate, and to fix or alter, from time to time, in respect of
       any  Preferred Shares then unissued, the rights and preferences of
       such shares,  including  without limitation,  any  or all  of  the
       following:  dividend rate  and dividend  cumulation rights; voting
       rights; redemption rights and price; liquidation rights and price;
       conversion rights  and sinking  or purchase  fund rights;  or  the
       number  of shares constituting  any class or  series. The Board of
       Directors  shall  also  have  the  power  to  fix  the  terms  and
       provisions   of  options,  rights  and  warrants  to  purchase  or
       subscribe for shares of any class or classes and to authorize  the
       issuance  thereof. Dividends payable in shares of any class may be
       paid to shareholders of any other class as and when determined  by
       the Board of Directors.

    b.    The holders  of Common  Shares  presently outstanding  shall be
       entitled to one vote per share  (i) in the election of  directors,
       except  to the  extent that holders  of Preferred  Shares have the
       right, to the exclusion of holders of Common Shares, to elect  one
       or  more directors and (ii) for  all other corporate purposes. The
       voting rights, if any, of unissued Preferred Shares shall be fixed
       by the Board of Directors. The  voting rights if any, of  unissued
       Common  Shares, shall be  fixed by the Board  of Directors, but no
       such share shall be entitled to  more than one vote. No holder  of
       any  outstanding or unissued  Preferred or Common  Shares shall be
       entitled to any cumulative voting rights.

    c.   No shareholder  of this  Corporation shall  have any  preemptive
       right  to subscribe  for or  purchase any  shares of  any class or
       series of this Corporation,  whether now or hereafter  established
       or  authorized, or any securities  or obligations convertible into
       any such shares, or any options or warrants or rights to  purchase
       any such shares.

    As  of February 21,  1995, the Company had  outstanding 18,316,470 shares of
common stock, par value, $0.16 2/3  per share, 1,819,078 shares of 8%  Callable,
Cumulative  Voting Convertible Preferred Stock, Series 1990, par value $0.10 per
share and  133,100 shares  of $7.50  Callable Cumulative  Convertible  Preferred
Stock,  Series 1988.  In addition,  25,353,544 common  shares were  reserved for
future issuance upon  conversion of the  Company's outstanding preferred  stock,
upon  exercise of outstanding  stock options granted  under various stock option
plans, and  under  the Company's  Rights  Agreement. As  a  result, a  total  of
29,377,808  shares, not more than 8,047,822  of which could be preferred shares,
were authorized but unissued  and not reserved for  issuance as of February  21,
1995.

PURPOSE OF PROPOSAL
    The  purpose of  increasing the  total number  of authorized  shares and the
number of shares that may be designated  as Preferred Shares, and of giving  the
Board of Directors the power to establish voting rights of more or less than one
vote  for unissued Preferred  Shares, is to  provide additional flexibility with
respect to the  Company's authorized  capital structure. In  1989 the  Company's
shareholders  approved the increase in the  number of authorized shares from the
former level of 35,000,000 common shares  and 5,000,000 Preferred Shares to  the
current  level of 75,000,000  shares, not more  than 10,000,000 of  which may be
Preferred Shares. Since that increase, the  number of shares issued or  reserved
for  issuance has increased  substantially. Although the  Company has no current
agreements, commitments or plans for the sale, issuance or use of the additional
authorized shares, the  purposes for  which they  may be  issued include  future
acquisitions  of  other businesses,  employee  benefit plans,  equity financing,
stock dividends or splits, and other general corporate purposes.

EFFECT OF PROPOSAL
    Adoption of Item 2 would increase the number of authorized but unissued  and
unreserved  shares by 25,000,000, and would  increase by 5,000,000 the number of
authorized but unissued  and unreserved  shares that  can be  designated by  the
Board  as  Preferred  Shares.  If  Item  2  is  adopted,  no  further  action or
authorization by the shareholders  would be necessary prior  to the issuance  of
the  additional  shares authorized  thereby,  unless required  for  a particular
transaction by applicable law,  regulatory agencies, or the  rules of any  stock
exchange on which the Company's securities are then listed.

                                       11

    Any  additional authorized shares that may become issuable upon the adoption
of Item 2 which are not designated either as Preferred Shares or as a  different
class  of common shares  would be a part  of the existing  class of common stock
and, if and when issued, would have the same rights and privileges as the common
stock of the Company presently outstanding.  The shareholders of the Company  do
not,  and  will not  as  a result  of either  of  the proposed  amendments, have
pre-emptive rights  to subscribe  for or  purchase any  newly issued  shares  of
stock.

    Any  additional Preferred Shares, or shares of  a new class of common stock,
that may become issuable  upon the adoption of  these proposals would be  issued
upon  the  terms  fixed  by  the  Board  of  Directors  in  accordance  with any
limitations imposed by the Minnesota Business Corporation Act. The terms of each
series would include, without limitation, the following: (a) the designation and
name of such series and number of shares which shall constitute such series; (b)
the dividend  rate and  dividend  accumulation rights,  payment dates,  and  the
participating or other special rights with respect to payment of such dividends;
(c)  whether the Company would  have the right to  redeem shares of such series,
and the terms of  any such redemption;  (d) the terms of  sinking fund or  other
retirement  provisions, if any, for the redemption or purchase of shares of such
series; (e) the amounts payable for shares  of such series, and the priority  of
payment  upon voluntary or involuntary dissolution, liquidation or winding up of
the affairs of the Company; (f)  the terms and conditions of conversion  rights,
if any; (g) the voting powers, if any, of the shares of such series; and (h) any
other relative rights and preferences of the shares of such series.

    The  proposed amendments are not designed to deter or to prevent a change in
control of the  Company. As  is presently  the case,  however, unissued  shares,
could  be used by the  incumbent Board of Directors  to make more difficult such
change in control. In the event of any unfriendly attempt to gain control of the
Company, the Board  has the power  to issue  additional shares in  an effort  to
dilute the stock ownership and voting power of persons seeking to obtain control
of  the Company,  which might  have the  effect of  discouraging or  making less
likely such a change in control. Such shares could also be privately placed with
purchasers who might be expected  to side with the  Board in opposing a  hostile
takeover  bid. Shares could also be issued with rights (including voting rights)
and preferences that  might impede  such a  takeover proposal  by, for  example,
authorizing a class vote, either separately or with the holders of common stock,
on  any  merger,  sale  or exchange  of  assets  by the  Company,  or  any other
extraordinary corporate transaction. To the  extent any such actions could  have
the  effect of making  a hostile takeover  less likely ,  they could also assist
incumbent management in retaining their positions with the Company.

    The amendments contained in Item  2 are not the  first actions taken by  the
Company  that could have the effect of deterring a hostile takeover. Not only do
the Company's Restated  Articles of  Incorporation and  By-Laws contain  several
provisions  that  could  make  the  consummation  of  a  hostile  takeover  more
difficult, the Company  has taken  other actions,  including the  adoption of  a
Rights  Agreement and agreeing to certain  contractual provisions, that may have
such an effect. Although  the Board does not  currently contemplate adopting  or
proposing  for  shareholder  approval  any  further  anti-takeover  measures, it
continues to study the risks of a hostile takeover of the Company and the impact
of a  takeover on  shareholder value,  and reserves  the right  to propose  such
further  amendments  or  take  such  actions in  the  future  if,  it  its view,
circumstances should so warrant. The Board  of Directors is not currently  aware
of any effort to effect a change in control or takeover of the Company.

    If  Item  2 is  approved by  the shareholders,  the amendments  would become
effective upon the filing with the Secretary of State for the State of Minnesota
of Articles of Amendment  to the Company's  Restated Articles of  Incorporation,
which filing would take place shortly after the annual meeting of shareholders.

VOTE REQUIRED

    Because Item 2 would amend the Company's Restated Articles of Incorporation,
adoption  of this proposal  requires the affirmative  vote of the  holders of at
least 60% of the outstanding shares entitled to vote, provided that the proposal
does not  receive  a  negative  vote  from holders  of  more  than  25%  of  the
outstanding  voting shares. Abstentions and broker  non-votes have the effect of
votes against the proposal.

                                       12

THE BOARD  OF  DIRECTORS RECOMMENDS  A  VOTE "FOR"  THE  PROPOSAL TO  AMEND  THE
RESTATED  ARTICLES INCREASING THE TOTAL NUMBER OF SHARES AUTHORIZED TO BE ISSUED
FROM 75,000,000 TO 100,000,000  AND INCREASE FROM  10,000,000 TO 15,000,000  THE
NUMBER  OF AUTHORIZED  SHARES THAT  MAY BE  DESIGNATED AS  PREFERRED SHARES, AND
MODIFY THE  POWER  OF THE  BOARD  OF DIRECTORS  TO  ESTABLISH VOTING  RIGHTS  OF
UNISSUED SHARES.

                                     ITEM 3
                   ALTERNATIVE AMENDMENT TO RESTATED ARTICLES
         INCREASING THE TOTAL NUMBER OF SHARES AUTHORIZED TO BE ISSUED
         FROM 75,000,000 TO 125,000,000 AND INCREASE FROM 10,000,000 TO
 15,000,000 THE NUMBER OF AUTHORIZED SHARES THAT MAY BE DESIGNATED AS PREFERRED
                                     SHARES

    If  the shareholders  do not  adopt Item  2, the  Board of  Directors of the
Company  has  approved  and  is  requesting  that  the  shareholders  adopt   an
alternative  amendment  to  the  Company's  Restated  Articles  of Incorporation
relating to the number of the Company's authorized shares.

                                   BACKGROUND

    The current status  of Article  VII of  the Company's  Restated Articles  of
Incorporation  is described under the heading "Background" under Item 2. If Item
2 is adopted, this Item 3 will be void.  If Item 2 is not adopted, the Board  of
Directors  has proposed Item 3, which would  increase the total number of shares
authorized to be issued from 75,000,000  to 125,000,000 and would increase  from
10,000,000 to 15,000,000 the total authorized shares that the Board of Directors
could  designate as  Preferred Shares, by  amending Article VII  of the Restated
Articles of Incorporation to read as follows:

        The aggregate number  of shares  which this  Corporation shall  have
    authority  to  issue  is  125,000,000 shares,  of  which  not  more than
    15,000,000 shares shall be "Preferred Shares."

    a.  All classes of Preferred and  Common Shares may be issued as  and
       when  and for such  consideration as the  Board of Directors shall
       determine, and,  to the  full extent  permitted by  the  Minnesota
       Business  Corporation Act, the  Board of Directors  shall have the
       power to establish any  classes or series  of Preferred Shares  or
       Common Shares, with such par value, rights and priorities it deems
       appropriate, and to fix or alter, from time to time, in respect of
       any  Preferred Shares then unissued, the rights and preferences of
       such shares,  including  without limitation,  any  or all  of  the
       following:  dividend rate  and dividend  cumulation rights; voting
       rights; redemption rights and price; liquidation rights and price;
       conversion rights  and sinking  or purchase  fund rights;  or  the
       number  of shares constituting  any class or  series. The Board of
       Directors  shall  also  have  the  power  to  fix  the  terms  and
       provisions   of  options,  rights  and  warrants  to  purchase  or
       subscribe for shares of any class or classes and to authorize  the
       issuance  thereof. Dividends payable in shares of any class may be
       paid to shareholders of any other class as and when determined  by
       the Board of Directors.

    b.   The  voting rights  of the shares  of this  Corporation shall be
       vested in the  holders of all  shares presently outstanding,  with
       one  vote per share. The voting rights of unissued shares shall be
       fixed by  the Board  of  Directors, but  no  such share  shall  be
       entitled  to more than one vote. No  holder of any shares shall be
       entitled to any cumulative voting rights.

    c.   No shareholder  of this  Corporation shall  have any  preemptive
       right  to subscribe  for or  purchase any  shares of  any class or
       series of the Corporation, whether now or hereafter established or
       authorized, or any securities or obligations convertible into  any
       such  shares, or any options or warrants or rights to purchase any
       such shares.

                                       13

    The number  of shares  of Common  Shares and  Preferred Shares  outstanding,
authorized  but unissued, and reserved for future  issuance are set forth in the
section entitled "Background" under Item 2.

PURPOSE OF PROPOSAL

    There are two  differences between  Item 2  and Item  3: (i)  the number  of
authorized  shares is 125,000,000 under Proposal  No. 3, rather than 100,000,000
as provided under Item 2,  and (ii) under Item 3  the voting rights, if any,  of
unissued shares remain, as now, at one vote per share, rather than being subject
to  the power of the Board of Directors to establish different voting rights for
unissued Preferred Shares as provided  under Item 2. If  Item 2 is not  adopted,
the  Company's flexibility with respect to  its capital structure (including its
ability to effect  future stock splits  and stock dividends)  will be  extremely
limited.  Item 3 would provide additional flexibility and speed in responding to
future  investment  and  financing  opportunities  and  needs  such  as   future
acquisitions  of  other businesses,  employee  benefit plans,  equity financing,
stock dividends or splits, and other general corporate purposes.

EFFECT OF PROPOSAL

    Adoption of Item 3 would increase the number of authorized but unissued  and
unreserved  shares by 50,000,000, and would  increase by 5,000,000 the number of
authorized but unissued  and unreserved  shares that  can be  designated by  the
Board  as  Preferred  Shares.  If  Item  3  is  adopted,  no  further  action or
authorization by the shareholders  would be necessary prior  to the issuance  of
the  additional  shares authorized  thereby,  unless required  for  a particular
transaction by applicable law,  regulatory agencies, or the  rules of any  stock
exchange on which the Company's securities are then listed.

    Any  additional authorized shares that may become issuable upon the adoption
of Item 3, which are not designated either as Preferred Shares or as a different
class of common shares, would  be a part of the  existing class of common  stock
and, if and when issued, would have the same rights and privileges as the common
stock  of the Company presently outstanding.  The shareholders of the Company do
not, and  will not  as  a result  of either  of  the proposed  amendments,  have
preemptive rights to subscribe for or purchase any newly issued shares of stock.

    Any  additional Preferred Shares, or shares of  a new class of common stock,
that may become issuable  upon the adoption of  these proposals would be  issued
upon  the  terms  fixed  by  the  Board  of  Directors  in  accordance  with any
limitations imposed  by  the Minnesota  Business  Corporation Act.  The  present
authority  of the Board would not change  in this respect. At present, the terms
of each  series  could  include,  without limitation,  the  following:  (a)  the
designation  and name of such series and number of shares which shall constitute
such series; (b)  the dividend  rate and dividend  accumulation rights,  payment
dates,  and the participating or other special rights with respect to payment of
such dividends; (c) whether the Company would have the right to redeem shares of
such series, and the terms of any such redemption; (d) the terms of sinking fund
or other retirement provisions, if any, for the redemption or purchase of shares
of such series;  (e) the  amounts payable  for shares  of such  series, and  the
priority  of payment upon  voluntary or involuntary  dissolution, liquidation or
winding up  of the  affairs of  the Company;  (f) the  terms and  conditions  of
conversion  rights, if any; (g) the voting powers, if any, of the shares of such
series (subject to the requirement that each share be entitled to one vote); and
(h) any other relative rights and preferences of the shares of such series.

    The potential impact of Item 3 on a change in control of the Company is  the
same  as discussed  with respect to  Item 2,  with the exception  that any newly
issued Preferred Shares which are granted voting rights will be entitled to  one
vote  per share rather than such voting rights being subject to the power of the
Board of Directors to establish different voting rights.

    It is important to note that Item  3 would not enlarge the already  existing
power  of the Board of Directors;  the proposed amendments would simply increase
the number  of shares  which  could be  issued by  the  Board for  the  purposes
described above.

                                       14

    If  Item  3 is  approved by  the shareholders,  the amendments  would become
effective upon the filing with the Secretary of State for the State of Minnesota
of Articles of Amendment  to the Company's  Restated Articles of  Incorporation,
which filing would take place shortly after the annual meeting of shareholders.

VOTE REQUIRED

    If  Item 2  is adopted,  this proposal will  become void.  If Item  2 is not
adopted, however, the  votes on this  Proposal will be  counted. Because Item  3
would  amend the Company's Restated Articles  of Incorporation, adoption of this
proposal requires the affirmative  vote of the  holders of at  least 60% of  the
outstanding shares entitled to vote, provided that the proposal does not receive
a  negative vote from holders of more than 25% of the outstanding voting shares.
Abstentions and broker  non-votes would  have the  effect of  votes against  the
proposal.

THE  BOARD OF  DIRECTORS RECOMMENDS A  VOTE "FOR"  ITEM 3 TO  AMEND THE RESTATED
ARTICLES OF INCORPORATION TO INCREASE THE  TOTAL NUMBER OF SHARES AUTHORIZED  TO
BE  ISSUED FROM  75,000,000 TO  125,000,000 AND  TO INCREASE  FROM 10,000,000 TO
15,000,000 THE NUMBER OF AUTHORIZED SHARES  THAT MAY BE DESIGNATED AS  PREFERRED
SHARES.

PLEASE VOTE ON BOTH ITEM 2 AND ITEM 3.

                                     ITEM 4
                              APPROVAL OF AUDITORS

    Deloitte  & Touche LLP,  independent certified public  accountants have been
the auditors for the Company since 1977. They have been retained by the Board of
Directors as the Company's auditors for the current fiscal year, and shareholder
approval of such retention is requested.

    Representatives of Deloitte & Touche LLP  are expected to attend the  Annual
Meeting  with the opportunity  to make a  statement if they  so desire, and they
will be available to respond to appropriate questions.

    The Board  of Directors  recommends  that the  shareholders vote  "For"  the
proposal  to approve retention of Deloitte &  Touche LLP, and the enclosed proxy
will be so voted unless a contrary vote or abstention is indicated. If retention
of Deloitte &  Touche LLP  is not  approved by  the shareholders,  the Board  of
Directors  will make another  appointment effective at  the earliest practicable
date.

                 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
                      RETENTION OF DELOITTE & TOUCHE LLP.

                             EXECUTIVE COMPENSATION

COMPENSATION AND PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    The Compensation  and Personnel  Committee  of the  Board of  Directors  was
comprised  of Quentin J. Hietpas (Chair), Harold V. Haverty and D. Eugene Nugent
during 1994. None of the members of the Committee were officers or employees  of
the  Company during  1994, but D.  Eugene Nugent  is the former  Chairman of the
Board and  Chief Executive  Officer of  Pentair, Inc.  There are  no  additional
insider or interlock relationships.

COMPENSATION AND PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION.

OVERVIEW

    The   Compensation  and  Personnel  Committee  of  the  Board  of  Directors
(the"Committee") is responsible  for supervising the  development of and  making
recommendations   to  the  Board   with  respect  to   the  Company's  executive
compensation policies. In addition,  the Committee makes annual  recommendations
to  the Board concerning compensation to be  paid to the Chief Executive Officer
and each of the other executive officers of the Company.

                                       15

    The  Committee  also  oversees  all  aspects  of  the  Company's   executive
compensation  program, including many  of the Company's  employee benefit plans.
The Company currently maintains a variety  of compensation and benefit plans  in
which  its executive officers may participate  including the Omnibus Stock Plan,
the Employee Stock  Purchase and Bonus  Plan, the Retirement  Savings and  Stock
Incentive  Plan,  the  Deferred Compensation  Plan,  the  Supplemental Executive
Retirement Plan, and the Management Incentive Plan. The Company also maintains a
defined  benefit  pension  plan   in  which  substantially  all   non-bargaining
employees, including the Company's executive officers, participate.

PENTAIR'S COMPENSATION PHILOSOPHY

    The  principles guiding the  executive compensation program  are designed to
ensure  a  proper  linkage  between  executive  compensation  and  creation   of
shareholder value. Goals of the program are:

    (a) to encourage innovation and growth;

    (b)  to  reward  executives  for short-term  top  performance  and long-term
       shareholder value;

    (c) to recognize outstanding performance;

    (d) to attract and retain top quality executives and key employees;

    (e) to encourage executive stock ownership; and

    (f)  to align management and shareholder interests.

    The Company has maintained the philosophy that compensation of the executive
officers should be directly and materially linked to operating results and stock
price performance. To  achieve this, compensation  is heavily leveraged  through
the  annual bonuses  and long-term  equity incentives.  The mix  of base salary,
bonuses and  other benefits  reflects the  Company's goal  of providing  average
compensation  for average performance  and above average  compensation for above
average performance.

    In order  to make  its  recommendations to  the Board  concerning  executive
officer compensation, the Committee annually reviews and evaluates the Company's
corporate performance and the compensation and equity ownership of its executive
officers. This is done by reviewing salary practices for comparable positions at
other  major industrial organizations as disclosed in Towers Perrin Compensation
database, as well as a review of other nationally recognized pay surveys.  These
major  organizations  include  non-financial  manufacturing  companies  that the
Corporation competes  with  for  business  or  executive  talent.  Many  of  the
companies  who  are  included in  the  Towers Perrin  Compensation  database and
national pay  surveys are  also  listed in  the S&P  500  index and  the  NASDAQ
Non-Financial  Index included  in the  comparative Stock  Performance Graph. The
Committee has  retained Towers  Perrin, an  independent compensation  consulting
firm, to assist in the review of executive compensation.

EXECUTIVE COMPENSATION PROGRAM

    The  components of the  Company's executive compensation  program, which are
subject to the discretion of the  Committee on an individual basis, include  (a)
base  salaries, (b) annual cash  performance-based bonuses, (c) long-term equity
incentives, and  (d) miscellaneous  other fringe  benefits. All  components  are
comparable to those of similar companies.

BASE SALARY

    In  line with the Company's current policy with respect to the base salaries
of its executive officers, the CEO  submits a written performance appraisal  and
recommendation to the Committee with respect to annual salaries of the executive
officers.  The Committee then discusses, evaluates and approves the salaries and
makes its  recommendation  to  the  Board. Base  salary  targets  for  executive
positions  are  set  at  the 50th  percentile  of  competitive  compensation. An
individual performance and experience factor  is applied to the target  midpoint
to  determine each executive's  actual base salary,  within a range  of +-20% of
midpoint. A competent employee should attain  midpoint salary within 3 years  by
demonstrating  continuing development and performance consistent with his or her
capabilities in the position.

    For 1994, the  salaries of the  named executive officers  identified in  the
Summary Compensation Table are within the salary targets for each position.

                                       16

ANNUAL CASH BONUS

    Pentair  compensates its employees for achievement of company and individual
performance goals.  Pentair's  annual  profit  plan approved  by  the  Board  of
Directors, is determined to be a good judge of how the Company should perform in
current market and economic conditions. Incentive bonus awards are determined by
applying  the following three factors to base salary: bonus opportunity category
percentage (BOC), company performance factor and individual performance  factor.
BOC  categories are assigned to  each position at Pentair  (55% for CEO and from
35% to 40% for Senior Vice Presidents). The company performance factor is  based
on  achievement toward  a pre-tax  income goal  ; this  factor has  the greatest
impact on the bonus amounts. The threshold of less than 80% of plan results in a
company factor of 40%, or possibly 0%, depending on the individual's performance
factor. The range between 80% of plan  and attaining plan results in a  downward
impact  which is  double the  percentage shortfall,  and performance  above plan
results in an  upward leverage  which is double  the percentage  over plan.  The
individual  performance factor  is determined by  the assignment  of a numerical
factor based on a supervisor's  judgment on attainment of expectations  relative
to  the employee's function. The CEO submits a written performance appraisal and
recommendation to the Committee for each  executive officer with respect to  the
individual  performance factor. A supplemental incentive award may be granted at
the discretion  of the  Compensation Committee  to any  person who  has made  an
extraordinary  contribution to  the Company's  welfare or  earnings. The maximum
bonus may  not exceed  100  percent of  an  individual's salary.  The  Company's
performance  exceeded  plan  in  1994  by  approximately  2%,  and  bonuses were
leveraged up accordingly.

LONG-TERM EQUITY INCENTIVES

    GRANTS

    Long-term incentive  compensation  is  awarded in  the  form  of  restricted
shares,  performance units (ICUs) and stock  options. All awards are proposed by
the CEO  and approved  by the  Compensation and  Personnel Committee.  Long-term
incentives  are determined by using the average  of the 50th and 60th percentile
of comparable  grant practices  as compiled  by the  Towers Perrin  compensation
database. In 1994, the award values were given in ratios of 0% restricted stock,
30% ICUs and 70% stock options. The Black-Scholes Model is used to determine the
value  of stock option  grants. A comparable  model is used  for determining ICU
grant values. The Committee has decided  not to make awards of restricted  stock
to  senior  executives  of  the  Company  as  long-term  incentive compensation;
restricted stock may be awarded to such individuals as described in the  section
entitled "stock ownership guidelines."

    The  total  long-term  compensation  awards  for  1994  amounted  to  92,859
incentive compensation units (ICUs) and  96,603 stock options for all  executive
officers  of the Company as  a group. All grants of  ICUs and stock options were
made in accordance with the above  formula. Grants for the named executives  are
shown in the Summary Compensation Table and the Option/SAR grant table.

    PAYOUTS

    Payouts  on ICUs are based upon growth  in the Company's net book value over
the life of the ICUs, as leveraged  upward or downward depending on whether  the
Company's return on equity and growth in earnings per share over that period met
or exceeded corporate goals.

    Payouts  in 1994, for named executive officers,  as shown in the LTIP Payout
column on the Summary Compensation Table (page 20), were for previously  awarded
ICU  grants and  were calculated  based on  the increase  in book  value and the
percentage attainment of Earnings Per Share and Return on Equity goals since the
date of such grants.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

    The base salary, annual  bonus and long-term equity  incentives paid to  Mr.
Buxton  are  generally determined  in accordance  with the  guidelines described
above, and  his  compensation is  comprised  of the  same  elements as  for  all
executive officers.

    For 1994, the Compensation and Personnel Committee implemented a more formal
process  in the evaluation  of Mr. Buxton's  performance as the  CEO. The rating
process includes a self evaluation rating

                                       17

by the CEO,  after which each  Board member completes  an evaluation and  rating
with  commentary.  The  Chairman  of the  Compensation  and  Personnel Committee
provides a consolidated  rating report and  chairs a discussion  with the  Board
members without the CEO present. From that discussion, the performance rating is
finalized  and the Committee  Chairman is instructed to  review the final rating
results with the CEO. This then translates into a personal development plan  for
the following year.

    In  1994, the Committee established a high individual performance factor for
Mr. Buxton based on  his exceeding performance  objectives for leadership,  team
building  and Company financial results which included earnings per share growth
of 14.5% and return on equity of 13.2%.

    The base salary  market compensation  rate for a  CEO position  at the  50th
percentile  was  $585,000 in  1994. Mr.  Buxton's base  salary was  increased to
$500,000 in accordance with  the Committee's guideline of  a 3 year  progression
toward  market compensation. This  resulted in a 17.6%  increase in Mr. Buxton's
base salary over 1993.

    Mr. Buxton's bonus  was calculated  using the formula  described above.  The
Committee  used his base salary of $500,000, his BOC rate of 55% and applied the
corporate performance factor  for 1994 and  Mr. Buxton's individual  performance
factor to obtain his bonus amount of $372,515.

    Mr.  Buxton's long-term incentive grants were  computed based on the average
of the 50th and 60th percentile  of the Towers Perrin Compensation database  for
comparable  grant practices. He was granted 39,000 ICUs and 41,350 stock options
in 1994.

STOCK OWNERSHIP GUIDELINES

    In  January  1993,  stock  ownership  guidelines  for  top  management  were
established to motivate individual achievement and increase ownership of Pentair
common stock. The Committee determined that over a period of five years, its top
management  should  accumulate and  hold Company  stock  equal to  the following
values: Chief  Executive Officer  -- three  to five  times base  salary;  Senior
Corporate  Officers  -- two  to  three times  base  salary; and  other corporate
officers and  subsidiary presidents  -- one  to two  times base  salary. In  the
opinion  of the  Committee, the achievement  of ownership levels  set forth will
result in executive management being  significant shareholders and will  further
encourage long-term performance and Company growth.

    The  Committee  will consider  making incentive  grants of  restricted stock
based on the increase in ownership  during the preceding year. These  restricted
stock  grants (made  under the  Omnibus Plan)  vest in  equal increments  on the
third, fourth, and fifth  anniversaries of the  grant The size  of the grant  is
equal to 10% of the increase in common shares during the year, limited to 10% of
the  targeted  ownership level  if the  targeted ownership  level per  the stock
ownership guidelines has been achieved.

    In 1994, 5,706 restricted stock awards were granted under these guidelines.

COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M)

    Section 162(m)  of the  Internal Revenue  Code, enacted  in 1993,  generally
disallows  a tax deduction to public  companies for compensation over $1 million
paid to each of  the corporation's Chief Executive  Officer and four other  most
highly  compensated officers. Qualifying performance-based compensation will not
be subject to the deduction limit  if certain requirements are met. The  Company
is  currently  reviewing  its  compensation  systems  and  intends  to structure
performance-based compensation in a manner  that complies with the new  statute.
In  1995,  however,  the Company  expects  all  compensation paid  to  the Chief
Executive Officer and the  four other highly compensated  officers will be  100%
tax deductible.

Quentin J. Hietpas, Chair           Harold V. Haverty           D. Eugene Nugent

             Compensation and Personnel Committee of Pentair, Inc.

                                       18

                      COMPARATIVE STOCK PERFORMANCE GRAPH

    The  following graph sets  forth the cumulative  total shareholder return on
the Company's  Common  Stock  for  the last  five  fiscal  years,  assuming  the
investment  of $100 on December  31, 1989 and the  reinvestment of all dividends
since that date  to December 31,  1994. The graph  also contains for  comparison
purposes  the S&P 500 Index and the NASDAQ Non-Financial Index. The Indices were
prepared by  the Center  for  Research in  Security  Prices (CRSP);  the  NASDAQ
Non-Financial  Index includes SIC  Codes 1 through  59, and 70  through 99. Upon
request, the Company  will undertake to  make accessible the  identity of  those
companies  making up the NASDAQ Non-Financial Index in a prompt manner. The data
used was obtained from published sources and is believed to be accurate.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

            PENTAIR, INC   S&P 500      NASDAQ
                             
12/31/89             100         100         100
12/31/90              93          97          88
12/31/91             156         127         142
12/31/92             156         136         155
12/31/93             200         149         178
12/31/94             264         151         170

                                       19

SUMMARY COMPENSATION TABLE.

    The following table sets forth the cash and noncash compensation for each of
the last three fiscal years awarded to or earned by the Chief Executive  Officer
of the Company and the four highest paid executive officers of the Company whose
salary and bonus earned in 1994 exceeded $100,000.

                                                                                LONG-TERM COMPENSATION
                                                                         -------------------------------------

                                                                                   AWARDS
                                          ANNUAL COMPENSATION            --------------------------   PAYOUTS
                                ---------------------------------------  RESTRICTED    SECURITIES    ---------
                                                         OTHER ANNUAL       STOCK      UNDERLYING      LTIP          ALL OTHER
NAME AND PRINCIPAL               SALARY     BONUS (A)    COMPENSATION    AWARDS (B)      OPTIONS      PAYOUTS      COMPENSATION
      POSITION         YEAR        ($)         ($)            ($)            ($)          /SARS       ($)(C)            ($)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Winslow H. Buxton         1994  $ 500,000   $ 372,515      $  11,854      $  39,902        41,350    $ 102,718       $       0
Chief Executive           1993    425,000     343,379          9,699              0        38,250       56,820               0
Officer                   1992    343,750     184,202         10,908         92,663        49,650       19,868               0
Gerald C. Kitch           1994  $ 238,500   $ 170,389      $   6,752      $  19,703        10,450    $  53,018       $       0
Senior Vice               1993    227,000     133,031          6,886              0        11,625       26,576               0
President                 1992    218,000     109,036          7,579         41,919         8,850       10,034               0
Joseph R. Collins         1994  $ 238,500   $ 134,934      $   7,500      $       0        10,450    $  21,181       $       0
Senior Vice               1993    210,000     138,045          7,290              0        11,625       23,233               0
President                 1992    185,000     102,742          6,557         41,919        10,350       23,890               0
Ronald V. Kelly           1994  $ 238,500   $  98,103      $   7,089      $   7,668        10,450    $  53,018       $       0
Senior Vice               1993    227,000     122,807          7,098              0        11,625       26,576               0
President                 1992    218,000      85,512          7,122         41,919         8,850       10,034               0
Allan J. Kolles           1994  $ 187,000   $  88,659      $   5,906      $   5,716         5,500    $  29,317       $       0
Senior Vice               1993    170,000      87,406          7,721              0         6,150       29,168               0
President,                1992    160,000      66,685          7,561         19,856         4,200       28,208               0
Assistant to CEO

- ------------------------------
(a)  Represents  bonuses accrued by the Company for  the year even if paid after
     December 31.

(b)  The restricted  stock  awards  are  subject  to  vesting,  in  three  equal
     installments  beginning in  the third year  after the date  of grant, based
     solely on  the  continued  employment  of the  recipient  by  the  Company.
     Dividends  are accrued and paid upon vesting of restricted shares. Interest
     is accrued on unpaid  dividends and paid with  the dividends. The value  of
     restricted  stock awards  reflected in  the table  is based  on the closing
     market price  of the  common stock  on  the date  of grant.  The  following
     restricted  stock awards were  held by each  of the named  executives as of
     December 31, 1994 (based on 12/31/94 closing price of $42.75): Buxton 8,825
     shares or $377,269; Collins 2,067 shares or $88,364; Kelly 3,591 shares  or
     $153,515;  Kitch  3,930  shares or  $168,008;  and Kolles  1,786  shares or
     $76,352.

     In 1993, the long-term equity  incentive program was changed, reducing  the
     restricted  stock portion from  25% in 1992  to 0% in  1993. The restricted
     share grants in 1994 were made  pursuant to the provisions discussed  under
     "stock ownership guidelines."

(c)  Includes payouts for ICUs.

                                       20

OPTIONS AND STOCK APPRECIATION RIGHTS.

    The  following tables summarize  option and SAR  grants and exercises during
1994 to or by the Chief Executive Officer or one of the executive officers named
in the Summary Compensation Table above, and the values of the options and  SARs
held  by such persons at the end of  1994. No SARs have been granted since 1983;
grants shown in the  table below are incentive  stock options and  non-qualified
stock  options. No SARs have been exercised  or remain outstanding at the end of
1994.

                                                                                          POTENTIAL REALIZABLE
                                       OPTION AND SAR GRANTS IN 1994                        VALUE AT ASSUMED
                    --------------------------------------------------------------------    ANNUAL RATES OF
                      NUMBER OF                                                               STOCK PRICE
                     SECURITIES                                                             APPRECIATION FOR
                     UNDERLYING    % OF TOTAL OPTIONS/ SARS                                   OPTION TERM
                    OPTIONS/ SARS   GRANTED TO EMPLOYEES IN    EXERCISE OR   EXPIRATION   --------------------
       NAME          GRANTED (A)          FISCAL 1993          BASE PRICE       DATE         5%         10%
- --------------------------------------------------------------------------------------------------------------
                                                                                   
Winslow H. Buxton        41,350                22.1%            $   35.50       1/19/99   $ 405,561  $ 896,183
Joseph R. Collins        10,450                 5.6%            $   35.50       1/19/99   $ 102,494  $ 226,484
Ronald V. Kelly          10,450                 5.6%            $   35.50       1/19/99   $ 102,494  $ 226,484
Gerald C. Kitch          10,450                 5.6%            $   35.50       1/19/99   $ 102,494  $ 226,484
Allan J. Kolles           5,500                 2.9%            $   35.50       1/19/99   $  53,944  $ 119,202

- ------------------------------
(a)  One-third of each  grant becomes  exercisable on  each of  the first  three
     anniversaries of the date of grant, and the options expire five years after
     the  grant date. The exercise price for the options granted was the closing
     market price of the common stock as of the date of grant.

             AGGREGATE OPTION AND SAR EXERCISES IN 1993 AND VALUE AT END OF 1993
- ----------------------------------------------------------------------------------------------
                                                            NUMBER OF
                                                            SECURITIES           VALUE OF
                                                            UNDERLYING         UNEXERCISED
                                                           UNEXERCISED         IN-THE-MONEY
                                                         OPTIONS/SARS AT     OPTIONS/SARS AT
                                                           END OF 1994         END OF 1994
                         SHARES ACQUIRED      VALUE      EXERCISABLE (E)     EXERCISABLE (E)
         NAME              ON EXERCISE      REALIZED    UNEXERCISABLE (U)   UNEXERCISABLE (U)
- ----------------------------------------------------------------------------------------------
                                                                
Winslow H. Buxton               9,500      $   225,542      E  75,350         E  $1,485,104
                                                            U  83,400          U  $ 954,579
Joseph R. Collins               5,913      $    90,589      E   6,087          E  $  90,525
                                                            U  21,650          U  $ 243,825
Ronald V. Kelly                 2,500      $    48,958      E  29,025          E  $ 625,552
                                                            U  21,150          U  $ 237,158
Gerald C. Kitch                 3,501      $    73,813      E  15,175          E  $ 282,348
                                                            U  21,150          U  $ 237,158
Allan J. Kolles                   725      $    17,921      E   5,226          E  $  89,026
                                                            U  11,000          U  $ 123,117

                                       21

LONG-TERM INCENTIVE PLAN AWARDS.

    The following table  reflects awards  made under the  Pentair, Inc.  Omnibus
Stock  Incentive Plan (one of the long-term  incentive plans) during 1994 to the
Chief Executive Officer or  one of the executive  officers named in the  Summary
Compensation Table above.

                                                                ESTIMATED FUTURE PAYOUTS
                                             PERFORMANCE OR              UNDER
                        NUMBER OF SHARES,     OTHER PERIOD    NON-STOCK PRICE BASED PLANS
                          UNITS OR OTHER    UNTIL MATURATION  ----------------------------
         NAME                 RIGHTS           OR PAYOUT         THRESHOLD       TARGET
- ------------------------------------------------------------------------------------------
                                                                   
Winslow H. Buxton            39,000 units       3 years          $       0     $   380,640
Joseph R. Collins             9,850 units       3 years          $       0     $    96,136
Ronald V. Kelly               9,850 units       3 years          $       0     $    96,136
Gerald C. Kitch               9,850 units       3 years          $       0     $    96,136
Allan J. Kolles               5,150 units       3 years          $       0     $    50,264

- ------------------------
The  ultimate value  of each unit  is computed  pursuant to a  formula, based on
common stock book value growth and  average Earnings Per Share (EPS) and  Return
on  Equity (ROE) growth.  The target value shown  in this table  is based on the
Company's objective of annual EPS growth of 10% and annual ROE growth of 15%.

DEFINED BENEFIT PENSION PLAN.

    The Company  maintains  a tax-qualified  defined  benefit pension  plan.  In
general,  the plan covers  non-bargaining employees of the  Company and its U.S.
subsidiaries. These  employees are  eligible to  participate in  the plan  after
attaining age 21 and completing one year of service.

    The following table sets forth the estimated normal retirement benefit under
specified   final   average   annual   compensation   and   years   of   service
classifications. Each  listed benefit  amount is  determined by  using a  Social
Security  covered compensation base of  $24,600. Currently, the Internal Revenue
Code limits the annual benefit from the plan to $118,800 and limits the pay used
to calculate pensions to $150,000, although  these limits are subject to  upward
adjustment in future years for cost of living increases.

        ESTIMATED ANNUAL GROSS RETIREMENT BENEFITS UNDER CURRENT FORMULA

FINAL AVERAGE
    ANNUAL                              YEARS OF SERVICE
 COMPENSATION      10         15         20         25         30         35+
- --------------------------------------------------------------------------------
                                                     
 $     50,000   $   6,270  $   9,405  $  12,540  $  15,675  $  18,810  $  21,945
      100,000      13,770     20,655     27,540     34,425     41,310     48,195
      150,000      21,270     31,905     42,540     53,175     63,810     74,445

    For  purposes  of calculating  the  retirement benefit  for  named executive
officers under the plan, eligible compensation  consists of salary and bonus  as
listed  in the  Summary Compensation Table.  Current years of  service under the
plan for the named officers are: Buxton, 8; Collins, 23; Kelly, 14; Kitch, 6 and
Kolles, 10.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.

    The Company  has  established  the Supplemental  Executive  Retirement  Plan
(SERP)  to provide retirement benefits to  certain key executives of the Company
and its subsidiaries. The employees are eligible for nomination after  attaining
age  50  and completing  five  years of  service.  The annual  normal retirement
benefit is 50% of the participant's final average annual compensation less  100%
of  the participant's  annual primary Social  Security benefit.  This benefit is
further reduced  by  the  participant's  benefits under  the  Company's  or  any
previous  employer's pension  plans. A  participant generally  does not  earn or
become vested in a benefit  under the plan until he  or she attains age 60.  The
plan  has been  extended to thirteen  employees, five of  whom (Buxton, Collins,
Kelly , Kitch and Kolles) are named executives. To date, three retirees and  one
beneficiary are receiving benefits under the plan. The estimated annual benefits
pursuant  to the  SERP, assuming  retirement at age  65, are  as follows: Buxton
$359,645; Collins $103,204; Kelly $125,044; Kitch $141,298 and Kolles $76,124.

                                       22

CHANGE IN CONTROL ARRANGEMENTS.

    Approximately 101 key corporate executives have entered into agreements with
the Company that  provide for contingent  benefits if the  executive leaves  the
employ  of the Company  within one year  after an unfriendly  change in control.
Such benefits include:

    a.  bonus awards for  the year in question to  be made under the  Management
       Incentive Plan;

    b.   termination  of all restrictions  on shares issued  under the Long-Term
       Executive Performance Plan or the  1990 Omnibus Stock Incentive Plan  and
       payment  for Incentive  Compensation Units and  Performance Units without
       regard to the plans' forfeiture provisions;

    c.  reimbursement of income taxes  incurred in connection with the  exercise
       of   certain  nonqualified  options,  as   well  as  termination  of  all
       restrictions on transfer and termination of  any right of the Company  to
       repurchase shares received upon exercise of such options;

    d.  the cost of an executive search agency;

    e.  directors and officers liability insurance coverage;

    f.    short-term replacement  coverage  for Company-provided  group medical,
       dental, and life insurance policies;

    g.  amount of non-vested benefits  under any of the Company's  tax-qualified
       deferred compensation plans;

    h.   the accelerated accrual and  vesting of benefits under the Supplemental
       Executive Retirement  Plan  (for  those executives  who  have  been  made
       participants of such plan); and

    i.    severance pay  equal to 300% of  annual compensation or, for employees
       other than executive officers of the Company, such amount reduced to  the
       extent  necessary to avoid federal excise taxes under Section 280G of the
       Internal Revenue Code.

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

    Based upon compensation levels as of December 31, 1994, the dollar value  of
the  benefits payable upon an unfriendly change in control to the named officers
in the Summary Compensation  Table by virtue of  the agreements and the  Omnibus
Plan  provision  discussed  above  (excluding amounts  that  otherwise  would be
payable upon a termination of employment  not involving an unfriendly change  in
control)  would be: Buxton, $4,853,304;  Collins, $1,860,392; Kelly, $2,259,042;
Kitch, $2,326,653 and Kolles, $1,324,517.

                                FUTURE PROPOSALS

    Any proposal  that a  shareholder  intends to  present  at the  1996  annual
meeting  must be  received by  the Company  no later  than November  9, 1995 for
inclusion in the  1996 notice of  annual meeting, proxy  statement, and form  of
proxy.

                                 OTHER BUSINESS

    Management  does not know of  any other business that  will be presented for
consideration at the meeting; however, if any other business does properly  come
before  the meeting, proxies will be voted  in accordance with the best judgment
of the person or persons acting under them.

                                       23

                                                   
          PLEASE SIGN AND              PENTAIR, INC.       PROXY FOR ANNUAL MEETING OF
        RETURN PROMPTLY TO                                        SHAREHOLDERS
   REDUCE SOLICITATION EXPENSES                                  APRIL 19, 1995

                                           
 Common                                        Employee Stock Purchase Plan (ESPP)

 Common                                        Preferred (ESOP)

    The  undersigned hereby appoints Winslow H. Buxton and David D. Harrison, or
either of them, as Proxies, each with  the power to appoint his substitute,  and
hereby  authorizes them to represent  and to vote, as  designated below, all the
shares of common stock (common and ESPP  listed above) of Pentair, Inc. held  of
record  by  the  undersigned on  February  21,  1995 at  the  Annual  Meeting of
Shareholders of Pentair,  Inc. to be  held at 10:00  a.m., Wednesday, April  19,
1995,  at  the  Northland  Inn and  Conference  Center,  7101  Northland Circle,
Brooklyn Park, Minnesota, and any adjournment thereof.

    Furthermore, I hereby direct  State Street Bank and  Trust Company, as  ESOP
Trustee,  to vote at the  Annual Meeting of Shareholders  of Pentair, Inc. to be
held at  10:00  a.m.,  Wednesday, April  19,  1995,  at the  Northland  Inn  and
Conference  Center,  7101 Northland  Circle, Brooklyn  Park, Minnesota,  and any
adjournment thereof,  all shares  of  voting preferred  stock of  Pentair,  Inc.
allocated  as of February 21, 1995 to my account in the Pentair, Inc. Retirement
Savings and Stock Incentive  Plan, plus a  pro rata portion  of the shares  that
have not been allocated to participant accounts or for which no instructions are
received,  as designated below. I understand that  this card must be received by
Norwest Bank Minnesota, N.A., acting as  tabulation agent for the ESOP  Trustee,
by  April  12, 1995.  If it  is  not received  by that  date,  or if  the voting
instructions are invalid because this form is not properly signed and dated, the
shares held in my account will be  voted by State Street Bank and Trust  Company
in  the same proportion that the other  participants in the plan direct the ESOP
Trustee to vote shares allocated to their accounts.

    THE BOARD RECOMMENDS A VOTE "FOR" EACH PROPOSAL.

                                                                    
1. ELECTION OF DIRECTORS: FOR all nominees listed below / /            WITHHOLD AUTHORITY to vote for ALL nominees listed below. / /
  EXCEPT THOSE I HAVE STRUCK BY A LINE THROUGH their names.

 Quentin J. Hietpas              Richard M. Schulze              Karen E. Welke

    2. To amend  the Restated  Articles of  Incorporation increasing  the  total
       number  of shares authorized to be  issued from 75,000,000 to 100,000,000
       and increase  from  10,000,000 to  15,000,000  the number  of  authorized
       shares  that may be designated as  preferred shares, and modify the power
       of the Board of Directors to establish voting rights of unissued shares.

             / / FOR             / / AGAINST             / / ABSTAIN

    3. To, as  an  alternative  to  Item  2,  amend  the  Restated  Articles  of
       Incorporation,  increasing the  total number  of shares  authorized to be
       issued from 75,000,000  to 125,000,000  and increase  from 10,000,000  to
       15,000,000  the number  of authorized  shares that  may be  designated as
       preferred shares.

             / / FOR             / / AGAINST             / / ABSTAIN

    4. PROPOSAL TO RATIFY the retention of Deloitte & Touche LLP as  independent
       public accountants for the current fiscal year.

             / / FOR             / / AGAINST             / / ABSTAIN

    5. In  their discretion, the Proxies are  authorized to vote upon such other
       matters as  may  properly come  before  the meeting.  Management  is  not
       presently aware of any such matters to be presented for action.

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

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

                                           THIS  PROXY IS SOLICITED ON BEHALF OF
                                           THE BOARD  OF DIRECTORS  OF  PENTAIR,
                                           INC.
                                           _____________________________________
                                                         Signature
                                           _____________________________________
                                                 Signature if held jointly
                                           Dated: ________________________, 1995
                                                 THIS CARD MUST BE DATED.
                                           (Please  sign  exactly  as  your name
                                           appears to the left. When shares  are
                                           held  by  joint tenants,  both should
                                           sign.  When   signing  as   executor,
                                           administrator,  attorney,  trustee or
                                           guardian, please give  full title  as
                                           such.  If a  corporation, please sign
                                           in full corporate  name by  president
                                           or  other  authorized  officer.  If a
                                           partnership, please sign in
                                           partnership  name  by  an  authorized
                                           person.)