PENTAIR INC (Form: 8-K, Received: 09/21/2000 14:01:46)

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported)	August 23, 2000

PENTAIR, INC.

(Exact Name of Registrant as specified in Its Charter)


MINNESOTA	001-11625	41-0907434




(State of Incorporation	(Commission File	(I.R.S. Employer




or Organization)	Number)	Identification No.)


90 South 7th Street, 36th Floor, Minneapolis, Minnesota	55402




(Address of Principal Executive Offices)	(Zip Code)

612-338-5100
(Registrant’s Telephone Number, Including Area Code)

Item 5. Other Matters

On August 23, 2000, the Board of Directors of Pentair, Inc. (the Company) adopted a series of amendments and restatements of the Company’s By-Laws and several compensation plans. The Board also approved the form of Key Executive Employment and Severance Agreements for certain executive officers of the Company and its subsidiaries.

Item 7. Financial Statements and Exhibits


a.		Not applicable

b.		Not applicable

c.		Exhibits Attached

(3.2)		Third Amended and Restated By-Laws as amended effective August 23, 2000.

(10.1)		Company’s Supplemental Employee Retirement Plan as Amended and Restated effective August 23, 2000.

(10.2)		Company’s 1999 Supplemental Executive Retirement Plan as Amended and Restated effective August 23, 2000.

(10.3)		Company’s Restoration Plan as Amended and Restated effective August 23, 2000.

(10.4)		Company’s First Amendment effective August 23, 2000 to Omnibus Stock Incentive Plan as Amended and Restated effective February 14, 1996.

(10.5)		Amendment effective August 23, 2000 to Company’s Fourth Amended and Restated Compensation Plan for Non-Employee Directors.

(10.6)		Amendment effective August 23, 2000 to Company’s Outside Directors Non-Qualified Stock Option Plan.

(10.7)		Amendment effective August 23, 2000 to Company’s Deferred Compensation Plan effective January 1, 1993.

(10.8)		Amendment effective August 23, 2000 to Company’s Non-Qualified Deferred Compensation Plan effective January 1, 1996.

(10.9)		Amendment effective August 23, 2000 to Company’s Executive Officer Performance Plan.

(10.10)		Form of Key Executive Employment and Severance Agreement effective August 23, 2000 for Winslow H. Buxton.



(10.11)		Form of Key Executive Employment and Severance Agreement effective August 23, 2000 for Randall J. Hogan.

(10.12)		Form of Key Executive Employment and Severance Agreement effective August 23, 2000 for Joseph R. Collins and Roy T. Rueb.

(10.13)		Form of Key Executive Employment and Severance Agreement effective August 23, 2000 for Louis Ainsworth, Richard J.Cathcart, George M. Danko, Karen A. Durant, David D. Harrison, Deb S. Knutson, James H. White and others.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PENTAIR, INC.


By:		David D. Harrison
		Executive Vice President and
		Chief Financial Officer




Dated:		September 21, 2000

EXHIBIT 3.2

THIRD AMENDED AND SUPERSEDING

BY-LAWS
OF
PENTAIR, INC.
ADOPTED ON AUGUST 23, 2000

ARTICLE I
MEETINGS OF SHAREHOLDERS

SECTION 1. PLACE AND TIME OF MEETINGS. Except as otherwise provided by Minnesota Statutes Chapter 302A, meetings of the shareholders may be held at any place, within or without the State of Minnesota, as may from time to time be designated by the Board of Directors and, in the absence of such designation, shall be held at the registered office of the Corporation in the State of Minnesota. The Board of Directors shall designate the time of day for each meeting and, in the absence of such designation and except as otherwise provided in these By-Laws, every meeting of shareholders shall be held at 10:00 a.m. local time.

SECTION 2. ANNUAL MEETING. The annual meeting of shareholders (the "Annual Meeting") shall be held on such date after March 1 and prior to June 1 as the Board of Directors shall select by appropriate resolution. In fixing a meeting date for any Annual Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of its business judgment. The Annual Meeting shall be the only regular meeting of the shareholders in any one calendar year. At each Annual Meeting, the shareholders shall elect that number of directors equal to the number of directors in the class whose term expires at the time of such Annual Meeting. At any such Annual Meeting, only other business properly brought before the Annual Meeting in accordance with Section 10 of this Article I may be transacted.

SECTION 3. SPECIAL MEETINGS.

(a) A special meeting of the shareholders (a "Special Meeting") may be called only by (i) the Chief Executive Officer, (ii) the Chief Financial Officer, (iii) two or more members of the Board of Directors, (iv) the Chairman of the Board or (v) a shareholder or shareholders holding ten percent (10%) or more of the voting power of all shares entitled to vote on the matters to be presented to the Special Meeting, except that a Special Meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise effect the composition of the Board of Directors for that purpose, must be called by twenty five percent (25%) or more of the voting power of all shares entitled to vote.

(b) In order for a shareholder or shareholders to demand a Special Meeting, a written demand or demands for a Special Meeting by a shareholder or shareholders holding the voting power specified in Section 3(a)(v) of this Article I (the "Requisite Voting Power") must be delivered to the Corporation. To be valid, each written demand by a shareholder for a Special Meeting shall set forth the specific purpose or purposes for which the Special Meeting is to be held, shall be signed by one

or more persons who as of the date of such written demand are shareholders of record (or their duly authorized proxies or other representatives), shall bear the date of signature of each such shareholder (or proxy or other representative), shall set forth all information about each such shareholder and beneficial owner or owners, if any, on whose behalf the demand is made that would be required to be set forth in a shareholder's notice described in paragraph (a)(ii) of Section 10 of this Article I, and shall be sent to the Chief Executive Officer or Chief Financial Officer of the Corporation by hand or by certified or registered mail, return receipt requested. Within 30 days after the date that valid written demands for such meeting by the shareholder or shareholders holding the Requisite Voting Power are received by the Chief Executive Officer or Chief Financial Officer of the Corporation (the "Delivery Date"), the Board of Directors shall cause a Special Meeting to be called in accordance with this Section 3.

(c) Except as provided in the following sentence, any Special Meeting shall be held at such hour and day as may be designated by whichever of the Chief Executive Officer, the Chief Financial Officer, two or more members of the Board of Directors or the Chairman of the Board shall have called such Special Meeting. In the case of any Special Meeting called by the Board of Directors upon the demand of a shareholder or shareholders in accordance with this Section
3 (a "Demand Special Meeting"), such Special Meeting shall be held at such hour and day as may be designated by the Board of Directors; provided, however, that the date of any Demand Special Meeting shall be not more than 90 days after the Delivery Date; and provided further that in the event that the directors then in office fail to designate an hour and date for a Demand Special Meeting within 30 days after the Delivery Date, then such meeting shall be held at 2:00 p.m. local time on the 90th day after the Delivery Date or, if such 90th day is not a Business Day (as defined below), on the first preceding Business Day. In fixing a meeting date for any Special Meeting, the Chief Executive Officer, the Chief Financial Officer, two or more members of the Board of Directors, the Chairman of the Board or the Board of Directors may consider such factors as it or he deems relevant within the good faith exercise of its or his business judgment, including, without limitation, the nature of the action proposed to be taken, the facts and circumstances surrounding any demand for such meeting, and any plan of the Board of Directors to call an Annual Meeting or a Special Meeting for the conduct of related business.

(d) The Corporation may engage regionally or nationally recognized independent inspectors of elections to act as an agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported written demand or demands for a Special Meeting received by the Chief Executive Officer or Chief Financial Officer of the Corporation. For the purpose of permitting the inspectors to perform such review, no purported demand shall be deemed to have been delivered to the Corporation until the earlier of (i) five Business Days following receipt by the Chief Executive Officer or Chief Financial Officer of such purported demand and (ii) such date as the independent inspectors certify to the Corporation that the valid demands received by the Chief Executive Officer or Chief Financial Officer represent the Requisite Voting Power. Nothing contained in this Section 3(d) shall in any way be construed to suggest or imply that the Board of Directors or any shareholder shall not be entitled to contest the validity of any demand, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto).

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(e) For purposes of these By-Laws, "Business Day" shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Minnesota are authorized or obligated by law or executive order to close.

SECTION 4. NOTICE OF MEETINGS. There shall be mailed to each shareholder, shown by the books of the Corporation to be a holder of record of voting shares, at his or her address as shown by the books of the Corporation, a notice setting out the time and place of each Annual Meeting and each Special Meeting, except where the meeting is an adjourned meeting and the date, time and place of the meeting were announced at the time of adjournment, which notice shall be mailed not less than 10 days nor more than 60 days prior thereto, except that notice of a meeting at which an agreement of merger or exchange is to be considered shall be mailed to all shareholders of record, whether entitled to vote or not, at least fourteen days prior thereto. In the event of any Demand Special Meeting, such notice shall be sent not more than 45 days after the Delivery Date. In the case of any Special Meeting, (a) the notice of meeting shall describe any business that the Board of Directors shall have theretofore determined to bring before the Special Meeting and (b) in the case of a Demand Special Meeting, the notice of meeting (i) shall describe any business set forth in the statement of purpose of the demands received by the corporation in accordance with Section 3 of this Article I and (ii) shall contain all of the information required in the notice received by the Corporation in accordance with Section 10(b) of this Article I. The business transacted at all Special Meetings shall be confined to the purpose or purposes stated in the notice. The written notice of any meeting at which a plan of merger or exchange is to be considered shall so state such as a purpose of the meeting. A copy or short description of the plan of merger or exchange shall be included in or enclosed with such notice.

SECTION 5. WAIVER OF NOTICE. Notice of any Annual Meeting or Special Meeting may be waived by any shareholder either before, at or after such meeting orally or in a writing signed by such shareholder or a representative entitled to vote the shares of such shareholder. A shareholder, by his or her attendance at any meeting of shareholders, shall be deemed to have waived notice of such meeting, except where the shareholder objects at the beginning of the meeting to the transaction of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.

SECTION 6. VOTING. At each meeting of the shareholders every shareholder having the right to vote shall be entitled to vote either in person or by proxy. Each shareholder, unless the Articles of Incorporation or statute provide otherwise, shall have one vote for each share having voting power registered in such shareholder's name on the books of the Corporation. Jointly owned shares may be voted by any joint owner unless the Corporation receives written notice from any one of them denying the authority of that person to vote those shares. Upon the demand of any shareholder, the vote upon any question before the meeting shall be by ballot. All questions shall be decided by a majority vote of the number of shares entitled to vote and represented at the meeting at the time of the vote except if otherwise required by statute, the Articles of Incorporation, or these By-Laws.

SECTION 7. RECORD DATE. The Board of Directors may fix a time, not exceeding 60 days preceding the date of any meeting of shareholders, as a record date for the determination of the shareholders entitled to notice of, and to vote at, such meeting ("Meeting Record Date"),

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notwithstanding any transfer of shares on the books of the Corporation after any record date so fixed. If the Board of Directors fails to fix a Meeting Record Date, then the Meeting Record Date shall be the 20th day preceding the date of such meeting. Notwithstanding the foregoing, in the case of any Demand Special Meeting, (a) the Meeting Record Date shall not be later than the 30th day after the Delivery Date and (b) if the Board of Directors fails to fix the Meeting Record Date within 30 days after the Delivery Date, then the close of business on such 30th day shall be the Meeting Record Date.

SECTION 8. QUORUM, ADJOURNED MEETINGS. The presence, in person or by proxy, of the holders of a majority of the shares entitled to vote at the meeting shall constitute a quorum for the transaction of business. In case a quorum shall not be present at a meeting, those present may adjourn to such day as they shall, by majority vote, agree upon, and a notice of such adjournment shall be mailed to each shareholder entitled to vote at least five days before such adjourned meeting. If a quorum is present, a meeting may be adjourned without notice other than announcement at the meeting (a) at any time upon a resolution of shareholders by majority vote or (b) at any time prior the transaction of any business at such meeting, by the Chairman of the Board of Directors or pursuant to a resolution of the Board of Directors. At adjourned meetings at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. If a quorum is present, the shareholders may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 9. WRITTEN ACTION. Any action which might be taken at a meeting of the shareholders may be taken without a meeting if done in writing and signed by all of the shareholders entitled to vote on that action.

SECTION 10. NOTICE OF SHAREHOLDER BUSINESS AND NOMINATION OF DIRECTORS.

(a) Annual Meetings.

(i) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an Annual Meeting (A) pursuant to the Corporation's notice of meeting, (B) by or at the direction of the Board of Directors or (C) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this By-Law and who is entitled to vote at the meeting and complies with the notice procedures set forth in this Section 10.

(ii) For nominations or other business to be properly brought before an Annual Meeting by a shareholder pursuant to clause (C) of paragraph (a)(i) of this Section 10, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice shall be received by the Secretary of the Corporation at the principal offices of the Corporation not less than 45 days nor more than 70 days prior to the first annual anniversary of the date set forth in the Corporation's proxy statement for the immediately preceding Annual Meeting as the date on which the Corporation first mailed definitive proxy materials for the immediately preceding Annual Meeting (the "Anniversary Date"); provided, however, that in the event that the date for which the Annual Meeting is called is advanced by more than 30 days or delayed by more

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than 30 days from the first annual anniversary of the immediately preceding Annual Meeting, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 100th day prior to the date of such Annual Meeting and not later than the later of (A) the 75th day prior to the date of such Annual Meeting or (B) the 10th day following the day on which public announcement of the date of such Annual Meeting is first made. In no event shall the announcement of an adjournment of an Annual Meeting commence a new time period for the giving of a shareholder notice as described above. Such shareholder's notice shall be signed by the shareholder of record who intends to make the nomination or introduce the other business (or his duly authorized proxy or other representative), shall bear the date of signature of such shareholder (or proxy or other representative) and shall set forth: (A) the name and address, as they appear on the Corporation's books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination or proposal is made; (B) the class and number of shares of the Corporation which are beneficially owned by such shareholder or beneficial owner or owners;
(C) a representation that such shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination or introduce the other business specified in the notice; (D) in the case of any proposed nomination for election or re-election as a director, (I) the name and residence address of the person or persons to be nominated, (II) a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder, (III) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors and (IV) the written consent of each nominee to be named in a proxy statement and to serve as a director of the Corporation if so elected; and (E) in the case of any other business that such shareholder proposes to bring before the meeting, (I) a brief description of the business desired to be brought before the meeting and, if such business includes a proposal to amend these By-Laws, the language of the proposed amendment, (II) such shareholder's and beneficial owner's or owners' reasons for conducting such business at the meeting and (III) any material interest in such business of such shareholder and beneficial owner or owners.

(iii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section 10 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 45 days prior to the Anniversary Date, a shareholder's notice required by this Section 10 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary at the principal offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

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(b) Special Meetings. The business transacted at a Special Meeting shall be limited to the purposes stated in the notice of the Special Meeting sent to shareholders pursuant to Section 4 of this Article I. Nominations of persons for election to the Board of Directors may be made at a Special Meeting at which directors are to be elected pursuant to such notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation who (A) is a shareholder of record at the time of giving of such notice of meeting, (B) is entitled to vote at the meeting and (C) complies with the notice procedures set forth in this Section 10. Any shareholder desiring to nominate persons for election to the Board of Directors at such a Special Meeting shall cause a written notice to be received by the Secretary of the Corporation at the principal offices of the Corporation not earlier than 90 days prior to such Special Meeting and not later than the close of business on the later of (x) the 60th day prior to such Special Meeting and
(y) the 10th day following the day on which public announcement is first made of the date of such Special Meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Such written notice shall be signed by the shareholder of record who intends to make the nomination (or his duly authorized proxy or other representative), shall bear the date of signature of such shareholder (or proxy or other representative) and shall set forth: (A) the name and address, as they appear on the Corporation's books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination is made; (B) the class and number of shares of the Corporation which are beneficially owned by such shareholder or beneficial owner or owners; (C) a representation that such shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination specified in the notice; (D) the name and residence address of the person or persons to be nominated; (E) a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder; (F) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors; and (G) the written consent of each nominee to be named in a proxy statement and to serve as a director of the Corporation if so elected.

(i) Only persons who are nominated in accordance with the procedures set forth in this Section 10 shall be eligible to serve as directors. The Board of Directors, or a nominating committee duly appointed by the Board of Directors, shall have the sole authority to designate candidates to be nominated by management for election as directors of the Corporation. Only such business shall be conducted at an Annual Meeting or Special Meeting as shall have been brought before such meeting in accordance with the procedures set forth in this
Section 10. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 10 and, if any proposed nomination or business is not in compliance with this Section 10, to declare that such defective proposal shall be disregarded.

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(ii) For purposes of this Section 10, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(iii) Notwithstanding the foregoing provisions of this Section 10, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 10. Nothing in this Section 10 shall be deemed to limit the Corporation's obligation to include shareholder proposals in its proxy statement if such inclusion is required by Rule 14a-8 under the Exchange Act.

ARTICLE II
DIRECTORS

SECTION 1. GENERAL POWERS; NUMBER OF DIRECTORS; CLASSIFICATION. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, except as otherwise permitted by statute. The Board of Directors shall consist of not less than three (3) nor more than fifteen (15) directors, who need not be shareholders of the Corporation. The Board of Directors has been divided into three classes, as nearly equal in number as may be, with the terms of office for each class staggered so that the term for only one class expires each year. When the number of directors is changed, any newly created directorships or decrease in directorships shall be apportioned among the classes so as to make all classes as nearly equal in number as possible. Such classification of any newly created directorship shall be fixed by the Board of Directors.

SECTION 2. TENURE. At each Annual Meeting, the shareholders shall elect directors to fill the vacancies of such directors whose terms have expired. Each newly elected director shall hold office for a term expiring at the third succeeding Annual Meeting or until his successor is elected and qualifies.

SECTION 3. VACANCIES. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors or by election at a meeting of shareholders. Any director who is elected to fill a vacancy by the remaining directors shall be required to stand for election at the next Annual Meeting or Special Meeting, regardless of whether the class of directors into which such director has been placed will otherwise be elected at such meeting.

SECTION 4. BOARD MEETINGS. Meetings of the Board of Directors may be held from time to time at such time and place within or without the State of Minnesota as may be designated in the notice of such meeting.

SECTION 5. NOTICE. The Board of Directors shall meet each year immediately after the Annual Meeting, at the same place as the Annual Meeting. No notice of any kind to either old or new members shall be necessary for such annual meeting or for any regular meeting of the directors fixed from time to time by resolution of a majority of the Board of Directors. Other meetings of the Board of Directors may be held upon 48 hours' written notice of the date, time and place of the

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meeting upon the call of the Chairman of the Board, Chief Executive Officer, President or any director. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in the notice of such meeting. Notice of an adjourned meeting of the Board of Directors need not be given other than by announcement at the meeting at which adjournment is taken.

SECTION 6. WAIVER OF NOTICE. Notice of any meeting of the Board of Directors may be waived by any director either before, at, or after such meeting orally or in a writing signed by such director. A director, by his or her attendance at any meeting of the Board of Directors, shall be deemed to have waived notice of such meeting, except where the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate thereafter in the meeting.

SECTION 7. QUORUM; ACT OF THE BOARD. A majority of the directors holding office immediately prior to a meeting of the Board of Directors shall constitute a quorum for the transaction of business at such meeting; provided, however, that if any vacancies exist for any reason, the remaining directors shall constitute a quorum for the filling of such vacancies. Except as otherwise provided in these By-Laws, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.

SECTION 8. ABSENT DIRECTORS. A director may give advance written consent or opposition to a proposal to be acted on at a meeting of the Board of Directors. If such director is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the director has consented or objected.

SECTION 9. ELECTRONIC COMMUNICATIONS. Any or all directors may participate in any meeting of the Board of Directors, or of any duly constituted committee thereof, by any means of communication through which the directors may simultaneously hear each other during such meeting. For the purposes of establishing a quorum and taking any action at the meeting, such directors participating pursuant to this Section 9 shall be deemed present in person at the meeting, and the place of the meeting shall be the place of origination of the conference communication.

SECTION 10. REMOVAL OF DIRECTORS.

(a) A director may be removed by the Board of Directors at any time, but only with good cause shown therefor, if (i) the director was appointed by the Board of Directors to fill a vacancy and shareholders have not since such appointment elected directors in such director's class; and (ii) a majority of the other directors present affirmatively vote to remove the director.

(b) Any one or all of the directors may be removed with good cause shown therefor, at any meeting of the shareholders called for that purpose, by the affirmative vote of 60% of the voting power of the shares entitled to vote provided that removal is not opposed by more than 25% of the voting power of the shares entitled to vote.

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(c) "Good cause" for the purpose of this Section 10 shall mean (i) conviction of a crime involving moral turpitude, (ii) dishonesty in dealings with the Corporation or with respect to its assets or (iii) engaging in competition, directly or indirectly, with the Corporation, usurping any corporate opportunity or advantage or knowingly violating Section 302A.255 of Minnesota Statutes, as amended, with respect to director conflicts of interest, without the prior consent of the Board of Directors after complete disclosure of all material facts with respect thereto.

(d) This Section 10 may be amended or repealed at any Annual Meeting or Special Meeting by the affirmative vote of the holders of 60% of the voting power of all shareholders entitled to vote, provided such amendment or repeal shall not receive the negative vote of the holders of more than 25% of the voting power of all shareholders entitled to vote.

SECTION 11. COMMITTEES.

(a) A resolution approved by the affirmative vote of a majority of the Board of Directors may establish committees having the authority of the Board in the management of the business of the Corporation to the extent provided in the resolution. Except as otherwise provided in these By-Laws, a committee shall consist of one or more persons, who need not be directors, appointed by affirmative vote of a majority of the directors present. Except as otherwise provided in these By-Laws, committees are subject to the direction and control of, and vacancies in the membership thereof shall be filled by, the Board of Directors.

(b) Except as otherwise provided in these By-Laws, a majority of the members of the committee present at a meeting is a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in a resolution approved by the affirmative vote of a majority of the directors present.

SECTION 12. COMMITTEE OF DISINTERESTED PERSONS.

(a) The Board of Directors may establish a committee composed of two or more disinterested directors or other disinterested persons to determine whether it is in the best interests of the Corporation to pursue a particular legal right or remedy of the Corporation and whether to cause the dismissal or discontinuance of a particular proceeding that seeks to assert a right or remedy on behalf of the Corporation.

(b) For purposes of this Section 12, a director or other person is "disinterested" if the director is not the owner of more than one percent of the outstanding shares of, or a present or former officer, employee or agent of, the Corporation or of a related corporation and has not been made or threatened to be made a party to the proceeding in question.

(c) The committee, once established, is not subject to direction, control, or termination by the Board of Directors. A vacancy on the committee may be filled by a majority vote of the remaining members. The good faith determinations of the committee are binding upon the Corporation and its directors, officers and shareholders. The committee's existence shall terminate upon issuance of the final written report of its determinations.

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(d) A disinterested person appointed to a committee so established is deemed to be a director for the period of existence of the committee but has no power to act as a director except in conjunction with the activities of the committee.

SECTION 13. EXECUTIVE COMMITTEE. The Board of Directors may by resolution or resolutions, passed by a majority of the total number of directors, designate an Executive Committee of three or more directors, one of whom shall be the Chief Executive Officer of the Corporation and at least one of whom shall be independent of management. In the event of an emergency, if one or more of the members is absent, any of the remaining independent directors shall be an alternative member for each member so absent, chosen by the length of service on the Board of Directors. The Board of Directors shall designate one member of the Executive Committee as Chairman. The Executive Committee shall exercise all other powers of the Board of Directors between the meetings of the Board of Directors; provided, however, that the Executive Committee shall not have the power to fill vacancies in the Board of Directors and in its own membership; provided further, that the Executive Committee shall not have authority to alter or amend these By-Laws. The Board of Directors shall have the power at any time to change the membership of or to dissolve the Executive Committee. The Executive Committee shall take no action except by unanimous approval of all its members. The Executive Committee shall meet at the request of the Chairman or any member with proper notice. In an emergency, any member of the Board of Directors or any officer of the Corporation may call a meeting of the Executive Committee. Regular minutes will be kept of Executive Committee proceedings and shall be reported at the next following meeting of the Board of Directors; such report shall become a part of the record to which such report is presented.

SECTION 14. WRITTEN ACTION. Any action which might be taken at a meeting of the Board of Directors, or any duly constituted committee thereof, may be taken without a meeting if done in writing and signed by a majority of the directors or committee members, unless the Articles of Incorporation provide otherwise and the action need not be approved by the shareholders.

SECTION 15. COMPENSATION. The Board of Directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members shall have authority to establish reasonable compensation of all directors for service to the Corporation as directors, officers or otherwise.

ARTICLE III
OFFICERS

SECTION 1. NUMBER OF OFFICERS. The officers of the Corporation shall consist of a Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer, and such other officers and assistant officers and agents as may be elected or appointed by the Board of Directors from time to time. Any number of offices may be held by the same person.

SECTION 2. ELECTION AND TERM OF OFFICE. At the first meeting of the Board of Directors held after each Annual Meeting, the Board of Directors shall elect or appoint, by resolution approved by the affirmative vote of a majority of the directors present, from within or without their number, the Chairman of the Board, Chief Executive Officer, President and Chief Financial Officer and such other officers as may be deemed advisable, each of whom shall have the powers, rights, duties and

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responsibilities provided for in these By-Laws or a resolutions of the Board of Directors not inconsistent therewith. In the absence of an election or appointment of a Chief Executive Officer or Chief Financial Officer by the Board of Directors, the person or persons exercising the principal functions of those offices are respectively deemed to have been elected to those offices. Each officer shall hold office until his successor shall have been duly elected or appointed or until his prior death, resignation or removal.

SECTION 3. REMOVAL AND VACANCIES. Any officer may be removed from his or her office by the Board of Directors at any time, with or without cause. Such removal, however, shall be without prejudice to the contract rights of the officer so removed. If there be a vacancy among the officers of the Corporation by reason of death, resignation or otherwise, such vacancy shall be filled for the unexpired term by the Board of Directors.

SECTION 4. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors shall preside at all meetings of shareholders and directors and shall perform such other duties as may be prescribed from time to time by the Board of Directors.

SECTION 5. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall:

(a) Have general active management of the business of the Corporation;

(b) In the absence of the Chairman of the Board, preside at all meetings of the Board of Directors and the shareholders;

(d) Perform such duties as may be prescribed, from time to time, by the Board of Directors; and

(e) Render to the Board of Directors, whenever requested, an account of all transactions by the Chief Executive Officer.

SECTION 6. PRESIDENT. The President shall:

(a) Perform such duties as may be prescribed, from time to time, by the Board of Directors or by the Chief Executive Officer; and

(b) Render to the Chief Executive Officer or the Board of Directors, whenever requested, an account of all transactions by the President.

SECTION 7. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall:

(a) Keep accurate financial records for the Corporation;

(b) Deposit all money, drafts, and checks in the name of and to the credit of the Corporation in the banks and depositories designated by the Board of Directors;

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(c) Endorse for deposit all notes, checks, and drafts received by the Corporation as ordered by the Board of Directors, making proper vouchers therefor;

(d) Disburse corporate funds and issue checks and drafts in the name of the Corporation, as ordered by the Board of Directors;

(e) Perform such duties as may be prescribed, from time to time, by the Board of Directors or by the Chief Executive Officer; and

(f) Render to the Chief Executive Officer or the Board of Directors, whenever requested, an account of all transactions by the Chief Financial Officer and of the financial condition of the Corporation.

SECTION 8. TREASURER. The Treasurer shall:

(a) Perform such duties as may be prescribed, from time to time, by the Board of Directors, the Chief Executive Officer or the Chief Financial Officer; and

(b) Render to the Chief Financial Officer, the Chief Executive Officer or the Board of Directors, whenever requested, an account of all transactions by the Treasurer.

SECTION 9. VICE PRESIDENT. Each Vice President shall perform such duties as may be prescribed, from time to time, by the Board of Directors or the Chief Executive Officer.

SECTION 10. SECRETARY. The Secretary shall give proper notice of meetings of shareholders and Board of Directors and other notices required by law or by these By-Laws. He shall attend all meetings of the shareholders and Board of Directors and shall maintain records of, and, whenever necessary, certify all proceedings of the shareholders and Board of Directors. He shall also perform such duties as may be prescribed, from time to time, by the Board of Directors or the Chief Executive Officer.

SECTION 11. CONTRACTS. All contracts, deeds, mortgages, bonds, notes, checks, conveyances and other instruments shall be executed on behalf of the Corporation by the Chairman of the Board, any Vice Chairman of the Board, the Chief Executive Officer, the President, any Chief Operating Officer, the Chief Financial Officer or any Vice President, or by such other persons as may be designated or authorized, from time to time, by the Board of Directors or the Chief Executive Officer.

SECTION 12. COMPENSATION. The officers of this Corporation shall receive such compensation for their services as may be determined, from time to time, by a resolution of the Board of Directors.

ARTICLE IV
CAPITAL STOCK

SECTION 1. CERTIFICATES FOR SHARES. All shares of the Corporation shall be certificated shares. Every owner of shares of the Corporation shall be entitled to a certificate, to be in such form

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as shall be prescribed by the Board of Directors, certifying the number of shares of the Corporation owned by such shareholder. The certificates for such shares shall be numbered in the order in which they shall be issued and shall be signed, in the name of the Corporation, by the Chairman, Chief Executive Officer or President and by the Chief Financial Officer, Treasurer or Secretary of the Corporation or by such officers as the Board of Directors may designate. If the certificate is signed by a transfer agent or registrar, such signatures of the corporate officers may be by facsimile if authorized by the Board of Directors. Every certificate surrendered to the Corporation for exchange or transfer shall be canceled, and no new certificate or certificates shall be issued in exchange for any existing certificate until such existing certificate shall have been so canceled, except in cases provided for in Section 4 of this Article IV.

SECTION 2. ISSUANCE OF SHARES. The Board of Directors is authorized to cause to be issued shares of the Corporation up to the full amount authorized by the Articles of Incorporation in such amounts as may be determined by the Board of Directors and as may be permitted by law. No shares shall be allotted except in consideration of cash or other property, tangible or intangible, received or to be received by the Corporation under a written agreement, of services rendered or to be rendered to the Corporation under a written agreement, or of an amount transferred from surplus to stated capital upon a share dividend. At the time of such allotment of shares, the Board of Directors making such allotments shall state, by resolution, their determination of the fair value to the Corporation in monetary terms of any consideration other than cash for which shares are allotted.

SECTION 3. TRANSFER OF SHARES. Transfer of shares on the books of the Corporation may be authorized only by the shareholder named in the certificate, or the shareholder's legal representative, or the shareholder s duly authorized attorney-in-fact, and upon surrender of the certificate or the certificates for such shares. The Corporation may treat as the absolute owner of shares of the Corporation, the person or persons in whose name shares are registered on the books of the Corporation.

SECTION 4. LOSS OF CERTIFICATES. Except as otherwise provided by Minnesota Statutes Section 302A.419, any shareholder claiming a certificate for shares to be lost, stolen or destroyed shall make an affidavit or that fact in such form as the Board of Directors shall require and shall, if the Board of Directors so requires, give the Corporation a bond of indemnity in form, in an amount, and with one or more sureties satisfactory to the Board of Directors, to indemnify the Corporation against any claim which may be made against it on account of the reissue of such certificate, whereupon a new certificate may be issued in the same tenor and for the same number of shares as the one alleged to have been lost, stolen or destroyed.

SECTION 5. STOCK REGULATIONS. The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the Minnesota Statutes as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 6. [INTENTIONALLY OMITTED.]

SECTION 7. DEFINITIONS. (Adopted on October 18, 1985.) The following definitions shall apply herein:

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(a) "Acquiring person" means a person, corporation or other entity proposing to make a control share acquisition, but does not include a licensed broker/dealer or underwriter who (i) purchases shares of the Corporation solely for purposes of resale to the public, and (ii) is not acting in concert with an acquiring person.

(b) "Beneficial owner" includes, but is not limited to, any person who directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise has or shares the power to vote or direct the voting of any shares of the Corporation and the power to dispose of, or direct the disposition of, such shares. "Beneficial ownership" includes, but is not limited to, the right, exercisable within 60 days, to acquire securities through the exercise of options, warrants, or rights or the conversion of convertible securities, or otherwise. The shares subject to these options, warrants, rights, or conversion privileges held by a person shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by this person, but shall not be deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. A person is the beneficial owner of securities beneficially owned by any relative or spouse or relative of the spouse residing in the home of this person, any trust or estate in which this person owns ten percent or more of the total beneficial interest or serves as trustee or executor, any corporation or entity in which this person owns ten percent or more of the equity, and any affiliate or associate of this person.

(c) "Control share acquisition" means an acquisition of shares of the Corporation resulting in beneficial ownership by an acquiring person of a new range of voting power specified in Section 8(d), but does not include any of the following:

(1) an acquisition before, or pursuant to an agreement entered into before, the date of adoption of this section of Article IV of the By-Laws;

(2) an acquisition by a donee pursuant to an inter vivos gift not made to avoid the provisions of Sections 7 through 14 of Article IV or by a distributee as defined in Minn. Stat. Section 524.2-201, clause (10);

(3) an acquisition pursuant to a security agreement not created to avoid the provisions of Sections 7 through 14 of Article IV;

(4) an acquisition of shares of the Corporation pursuant to a merger or exchange of shares, if the Corporation is a party to the transaction; or

(5) an acquisition of shares from the Corporation.

SECTION 8. INFORMATION STATEMENT. (Adopted on October 18, 1985.) An acquiring person shall deliver to the Corporation at its principal executive office an information statement containing all of the following:

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(a) The identity of the acquiring person;

(b) a reference that the statement is made under this section of the By-Laws;

(d) a specification of which of the following ranges of voting power in the election of directors would result from consummation of the control share acquisition:

(1) at least 20 percent but less than 33-1/3 percent;

(2) at least 33-1/3 percent but not more than 50 percent; and

(3) over 50 percent.

(e) the terms of the proposed control share acquisition, including, but not limited to, the source of funds or other consideration and the material terms of the financial arrangements for the control share acquisition, plans or proposals of the acquiring person to liquidate the Corporation, to sell all or substantially all of its assets, or merge it or exchange its shares with any other person, to change the location of its principal executive office or of a material portion of its business activities, to change materially its management or policies of employment, to alter materially its relationship with suppliers or customers or the communities in which it operates, or make any other material change in its business, corporate structure, management or personnel, and such other objective facts as would be substantially likely to affect the decision of a shareholder with respect to voting on the proposed control share acquisition.

SECTION 9. SPECIAL MEETING. (Adopted on October 18, 1985.) Within 5 days after receipt of an information statement pursuant to Section 8, the Corporation shall call a special meeting of the shareholders to vote on the proposed control share acquisition. The meeting shall be held no later than 55 days after receipt by the Corporation of the information statement, unless the acquiring person agrees to a later date, and no sooner than 30 days after receipt of the information statement, if the acquiring person so requests in writing when delivering the information statement. The notice of the meeting shall be, at a minimum, accompanied by a copy of the information statement and a statement disclosing that the Board of Directors of the Corporation (i) recommends acceptance of, (ii) expresses no opinion and is remaining neutral toward, (iii) recommends rejection of, or (iv) is unable to take a position with respect to, the proposed control share acquisition. The notice of meeting shall be given within 20 days after receipt of the information statement.

SECTION 10. CONSUMMATION OF ACQUISITION. (Adopted on October 18, 1985.) The acquiring person may consummate the proposed control share acquisition if and only if both of the following occur:

(a) the proposed control share acquisition is approved by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote under applicable Minnesota law; and

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(b) the proposed control share acquisition is consummated within 180 days after shareholder approval.

SECTION 11. FAILURE TO COMPLY. (Adopted on October 18, 1985.) All shares of the Corporation acquired by an acquiring person in violation of
Section 10 shall be: (a) denied voting rights for one year after acquisition;
(b) nontransferable on the books of the Corporation for one year after acquisition; and (c) subject to the Corporation's option, during such one-year period, to call the shares for redemption at the price at which the shares were acquired. Such redemption shall occur on the date set in the call notice, which shall not be later than 60 days after the call notice is given.

SECTION 12. PROXY SOLICITATION. (Adopted on October 18, 1985.) Notwithstanding any contrary provision of these By-Laws, a proxy relating to a meeting of shareholders required under Section 9 of this Article IV must be solicited separately from the offer to purchase or solicitation of an offer to sell shares of the Corporation. Except for irrevocable proxies appointed in the regular course of business and not in connection with a control share acquisition, all proxies appointed for or in connection with the shareholder authorization of a control share acquisition pursuant Sections 7 through 14 of Article IV shall be at all times terminable at will prior to the obtaining of the shareholder authorization, whether or not the proxy is coupled with an interest. Without affecting any vote previously taken, the proxy may be terminated in any manner permitted by Minnesota statutes or by giving oral notice of the termination in the open meeting of shareholders held pursuant to
Section 9 hereof. The presence at a meeting of the person appointing a proxy does not revoke the appointment.

SECTION 13. AMENDMENTS OR REPEAL. (Adopted on October 18, 1985.) Notwithstanding any contrary provision of these By-Laws, the provisions of Sections 7 through 14 of this Article may be amended or repealed by the shareholders only by the affirmative vote of the holders of 85% of each class of shares of the Corporation entitled to exercise the voting power of the Corporation; provided, however, that if no person holds more than twenty percent (20%) of the Voting Shares and there is no control share acquisition of which the Board of Directors has credible notice, the necessary vote for amendment or repeal may be reduced by the Board of Directors to not less than a majority of the outstanding shares in each class; and provided further that no amendment or repeal of Sections 7 through 14 of this Article adopted after the notice to shareholders referred to in Section 9 herein is given shall affect the rights of any shareholder under said Sections 7 through 14.

SECTION 14. DISSENTING SHAREHOLDERS. (Adopted on October 18, 1985.) Shareholders dissenting from a control share acquisition for which approval of shareholders is sought shall have the right to obtain fair value of their shares, pursuant to the provisions of Minnesota Statutes 302A.473 (1985), as amended.

ARTICLE V
DIVIDENDS

SECTION 1. DIVIDENDS. Subject to the provisions of the Articles of Incorporation, of these By-Laws, and of law, the Board of Directors may declare dividends whenever, and in such amounts as, in its opinion, are deemed advisable.

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SECTION 2. RECORD DATE. Subject to any provisions of the Articles of Incorporation, the Board of Directors may fix a date not exceeding 120 days preceding the date fixed for the payment of any dividend as the record date for the determination of the shareholders entitled to receive payment of the dividend and, in such case, only shareholders of record on the date so fixed shall be entitled to receive payment of such dividend notwithstanding any transfer of shares on the books of the Corporation after the record date. The Board of Directors may close the books of the Corporation against the transfer of shares during the whole or any part of such period.

ARTICLE VI
MISCELLANEOUS

SECTION 1. SEAL. The corporate seal, if any, shall be circular in form and have inscribed thereon the name of the Corporation, the State in which it is incorporated and the words "corporate seal."

SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be fixed by the Board of Directors.

ARTICLE VII
INDEMNIFICATION OF CERTAIN PERSONS

SECTION 1. GENERAL. The Corporation shall indemnify such persons, for such expenses and liabilities, in such manner, under such circumstances, and to such extent as permitted by Minnesota Statutes Section 302A.521, as now enacted or hereafter amended.

SECTION 2. INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person in such person's official capacity against any liability asserted against and incurred by such person in or arising from that capacity, whether or not the Corporation would otherwise be required to indemnify the person against the liability.

ARTICLE VIII
AMENDMENTS

These By-Laws may be altered, amended or repealed by a vote of the majority of the whole Board of Directors at any meeting. Such authority of the Board of Directors is subject to the power of the shareholders to change or repeal such By-Laws by a majority vote of the shareholders present or represented at any Annual Meeting or Special Meeting called for such purpose. The Board of Directors shall not adopt, amend or repeal any By-Law fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the Board of Directors, or fixing the number of directors or their classifications, qualifications, or terms of office, except that the Board of Directors may adopt or amend by unanimous action any By-Law to increase the number of directors.

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EXHIBIT 10.1

PENTAIR, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

SECTION 1. NAME OF PLAN. This plan shall be known as the Pentair, Inc. Supplemental Executive Retirement Plan ("SERP").

SECTION 2. DEFINITIONS. Unless the context requires otherwise, when used herein the terms listed below, when capitalized, shall have the following meanings:

(1) "ACTUARIAL EQUIVALENT" is a benefit form which has the same present value as another benefit form, determined by applying such actuarial equivalent factors as the Committee, in its sole discretion, deems appropriate; provided, however, upon a Change in Control the actuarial equivalent factors shall be based upon UP84 mortality and seven percent (7%) interest.

(2) "BENEFIT COMMENCEMENT DATE" is the first day of the month on which payment of a Participant's retirement benefits under the SERP is scheduled to commence.

(3) "CHANGE IN CONTROL" is a change in control of the Company as defined in the KEESA.

(4) "CODA" is a Pension Plan which allows covered individuals to defer thereunder all or a portion of the cash compensation that otherwise would be currently paid to the individual.

(5) "CODE" is the Internal Revenue Code of 1986, as amended.

(6) "COMMITTEE" is the Compensation and Human Resources Committee of the Board of Directors of Pentair, as appointed from time to time.

(7) "COVERED TERMINATION" is a covered termination, as defined in the KEESA, which entitles a Participant to a termination payment pursuant to Sections 8 and 9(a) of the KEESA.

(8) "DISABLED" or "DISABILITY" is a Termination of Employment caused by a physical or mental incapacity which constitutes a total and permanent disability under the Pentair Long Term Disability Plan, as amended from time to time.

(9) "EARLY RETIREMENT DATE" is the first day of the month for which a Participant elects to commence receiving his early retirement benefits under the SERP.

(10) "EMPLOYER COMPANY" is the member of the Group which employs a Participant as of the date the Participant dies or has a final Termination of Employment, whichever occurs earlier.

(11) "ERISA" is the Employee Retirement Income Security Act of 1974, as amended.

(12) "FINAL AVERAGE COMPENSATION" is a Participant's average annual compensation determined by averaging compensation in those thirty-six (36) consecutive months, out of the last sixty (60) consecutive months ending with the earlier of (i) the calendar month ending prior to his Normal Retirement Date and (ii) the calendar month ending prior to the date of his Termination of Employment or death (whichever occurs earlier), for which the aggregate compensation is the largest. For this purpose, "compensation" includes all cash remuneration paid to or on behalf of a Participant for services actually rendered to a member of the Group as an employee, including annual incentive cash bonuses, except cash payments under any long-term compensation arrangement (e.g., incentive compensation units under the Pentair, Inc. Omnibus Stock Incentive Plan). Such compensation shall include all amounts which would have been paid to the Participant but for the Participant's election to defer such amounts (e.g., elective deferrals under a CODA) or to have such amounts fund other non-cash benefits (e.g., salary reductions under a cafeteria plan).

(13) "GROUP" is Pentair and any other corporation, business trust, partnership, or joint venture in which Pentair owns (either directly or indirectly) fifty percent (50%) or more of the voting stock or rights analogous to voting stock. Any such other corporation, business trust, partnership, or joint venture shall be considered a member of the Group only for the period such ownership exists.

(14) "KEESA" is the Key Executive Employment and Severance Agreement between the Company and key executives, as approved by the Company's board of directors effective August 23, 2000.

(15) "LATE RETIREMENT DATE" is the first day of the calendar month after the calendar month in which the Participant has a Termination of Employment that occurs after his Normal Retirement Date.

(16) "NORMAL RETIREMENT DATE" is the first day of the calendar month coincident with or immediately following the later of (i) a Participant's sixty-fifth (65th) birthday, and (ii) (except as waived or modified pursuant to
Section 7) the date a Participant completes five (5) years of Service.

(17) "PARTICIPANT" is any employee of the Group who has accepted participation in the SERP, and any former such employee who is entitled to a retirement benefit under the SERP.

(18) "PENSION PLAN" is (i) any "employee pension plan" (as that phrase is defined in ERISA Section 3(2)) other than the SERP, and (ii) any other contract or arrangement, other than the SERP, Rollover IRA or KEESA, which provides retirement or retirement type benefits.

(19) "PENTAIR" is Pentair, Inc., a Minnesota corporation.

(20) "PENTAIR PENSION PLAN" is the tax-qualified defined benefit plan sponsored by Pentair, as amended from time to time.

(21) "PIA" is the monthly primary insurance amount under the federal Social Security Act, as amended, determined without regard to applicable reductions in such amount for earnings during or after the month such amount begins to be paid.

(22) "ROLLOVER IRA" is any "Individual Retirement Account or "Individual Retirement Annuity" (within the meaning of Code section 408) to which benefits from a Pension Plan have been rolled over in accordance with Code section 402.

(23) "SERVICE" is the period of time an individual employed within the Group as an employee. In general, Service is measured in whole completed years, beginning with the date of an individual's employment within the Group and ending on the date of his Termination of Employment or such other dates as are relevant under the SERP (e.g., the date the individual is nominated for participation in the SERP).

For determining Service when an individual has a Termination of Employment and thereafter returns to employment within the Group as an employee, the individual's whole and fractional years of Service before the break in employment will be added to his or her Service after such break, regardless of the period of the break. For this purpose, a month of Service shall equal 1/12th of a year of Service, and thirty (30) days shall equal one
(1) month.

(24) "TERMINATION OF EMPLOYMENT" is any event by which there is no longer an employer-employee relationship between any member of the Group and an individual, except any such termination caused by the individual's death.

(25) "VESTING AND ACCRUAL DATE" is (except as accelerated or modified pursuant to Section 7) the first day of the calendar month coincident with or immediately following the later of (i) a Participant's sixtieth (60th) birthday, and (ii) the date a Participant completes five (5) years of Service.

SECTION 3. PURPOSE. The primary purpose of the SERP is to provide retirement benefits to key executives in excess of the retirement benefits available to them under the Pentair Pension Plan. In particular, the SERP is a means of compensating key executives because (i) they frequently join the Group later in their careers and therefore cannot earn a retirement benefit under the Pentair Pension Plan which is appropriate for their services rendered to the Group, and (ii) their retirement benefit under the Pentair Pension Plan is subject to certain federal tax law limits which artificially reduce the retirement benefit they would otherwise earn under such plan.

SECTION 4. EFFECTIVE DATE. The SERP shall be effective June 16, 1988, which is the date Pentair adopted the SERP; the effective date of this amended and restated plan document shall be August 23, 2000.

SECTION 5. ELIGIBILITY AND PARTICIPATION. The SERP, as so amended and restated effective August 23, 2000, shall apply with respect to Messrs. Buxton, Collins and Rueb, each of whom has been previously nominated and approved for participation in the SERP, and each of whom has accepted the terms and conditions of such participation, including the provisions of Section 11. The SERP document as in effect before this amendment and restatement shall continue to apply with respect to all other Participants entitled to benefits under the SERP.

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SECTION 6. RETIREMENT BENEFIT. (a) Normal Retirement Benefit. A Participant who has a Termination of Employment effective as of his Normal Retirement Date shall be entitled to an annual retirement benefit under the SERP, commencing as of such date, equal to (x) minus ((y) plus (z)), where (x) equals 50% of the Participant's Final Average Compensation, (y) equals 100% of the Participant's annualized PIA, and (z) equals the offset for other retirement benefits.

(b) Late Retirement Benefit. A Participant who has a Termination of Employment effective after his Normal Retirement Date shall be entitled to an annual retirement benefit under the SERP, commencing as of his Late Retirement Date, equal to the annual retirement benefit which he would have received under
Section 6(a) if Termination of Employment had occurred effective as of his Normal Retirement Date. There shall be no increase to such benefit to reflect the fact that it did not commence as of the Normal Retirement Date, provided, however, that the Committee may, in its discretion, authorize such an increase.

(c) Early Retirement Benefit. (1) Eligibility. A Participant who has a Termination of Employment on or after attaining (i) the Vesting and Accrual Date, and (ii) (except as modified by Section 7) age sixty (60), may elect in writing to receive an early retirement benefit under the SERP. The early retirement benefit shall commence as of the first day of any calendar month selected by the Participant within the period beginning with the calendar month following Termination of Employment and ending with the calendar month immediately before his Normal Retirement Date; provided, however, such date must be at least thirty (30) days after the date the Participant makes such an election. If a Participant is eligible for but does not elect to receive such early retirement benefit, then he shall be entitled to a benefit at Normal Retirement Date computed as described in Section 6(c)(2) but without the reduction described in Section 6(c)(3).

(2) Amount of Early Retirement Benefit. Except as provided in Section 6(e), a Participant's annual early retirement benefit shall be determined in accordance with the formula described in Section 6(a); provided, however, such benefit shall be reduced by the early retirement reduction factors described in Section 6(c)(3) except to the extent otherwise provided in Section 6(c)(4).

(3) Early Retirement Reduction Factors. The appropriate early retirement reduction factors shown below shall be multiplied by the number of months within the given monthly bracket period.

                                   Months Before
                                   -------------
        Factors               Normal Retirement Date
        -------               ----------------------
1/6th of 1% per month             first 36 months
4/10ths of 1% per month           next 36 months
1/2 of 1% per month               next 48 months

(4) Covered Termination. If a Participant incurs a Covered Termination, then no reduction shall be made in the early retirement benefit payable to such Participant to reflect the fact such benefits commence before the Normal Retirement Date.

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(d) Deferred Vested Retirement Benefit. A Participant who has a Termination of Employment on or after the Vesting and Accrual Date and who is not eligible to receive an early retirement benefit under the SERP shall be entitled to a deferred vested retirement benefit commencing as of Normal Retirement Date. Except as provided in Section 6(e), a Participant's annual deferred vested retirement benefit shall be determined in accordance with the formula described in Section 6(a).

(e) Annualized PIA. (1) Normal and Late Retirement. The annualized PIA of a Participant who has a Termination of Employment on or after Normal Retirement Date shall be the PIA for the month that includes his Normal Retirement Date multiplied by twelve (12). If the Committee adjusts a Participant's late retirement benefit as allowed under Section 6(b), however, then the Committee may appropriately adjust such Participant's PIA for increases thereon after Normal Retirement Date.

(2) Early and Deferred Vested Retirement. The annualized PIA of a Participant who elects or is entitled to elect an early retirement benefit under the SERP or who is entitled to deferred vested retirement benefits under the SERP shall be equal to his estimated PIA as of the month in which he will attain his Normal Retirement Date multiplied by twelve (12). The estimate of the PIA shall be based on the assumptions that (i) the Participant will continue to earn wages for purposes of the federal Social Security Act after Termination of Employment equal to the applicable federal Social Security Act wage bases in effect for the period after his Termination of Employment and before his Benefit Commencement Date, and (ii) there will be no changes to the federal Social Security Act or benefit levels thereunder after Termination of Employment.

(f) Offset for Other Retirement Benefits. (1) General. The purpose of the offset for other retirement benefits is to make sure that a Participant receives an appropriate retirement benefit under the SERP for services rendered to the Group, taking into account the Participant's retirement benefits under other retirement plans maintained (or formerly maintained) by Group members or employers who are not members of the Group, to the extent attributable to services rendered to the Group and previous employers. Since it is intended that such offset shall apply to only benefits attributable to true employer contributions, however, the offset for other retirement benefits shall not include any retirement benefits attributable to (i) the Participant's own contributions (e.g., voluntary after-tax contributions), (ii) service as other than a common law employee (e.g., benefits under a Keogh plan attributable to service as a self-employed individual), (iii) a Participant's pre-tax contributions to a CODA, (iv) employer matching contributions plus earnings to a 401(k) plan not sponsored by the Company, and (v) any retirement benefits analogous to such items. In addition, no offset shall be made for benefits attributable to matching contributions made by a member of the Group to a tax-qualified Pension Plan if such contributions are based, in whole or part, on a Participant's pre-tax contributions to a CODA (e.g., employer matching contributions under the Pentair RSIP).

This subsection provides the general rules for determining the offset for other retirement benefits. If, in the sole discretion of the Committee, application of these general rules would be unfair to or work an undue hardship on a Participant, the Committee may determine the offset in such manner as it deems appropriate in light of the objective such offset is intended to serve.

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A Participant shall be responsible for providing such information to the Committee as it requests in order for the Committee to determine the proper offset for other retirement benefits. If the Participant does not supply such information, the Committee may use such procedures as it, in its sole discretion, deems appropriate or helpful to determine the offset, including, but not limited to, basing the offset on the assumption that all retirement benefits are attributable to employer contributions or withholding all benefits under the SERP until and unless the Participant provides the requested information.

(2) Defined Benefit Plans. The retirement benefit under a defined benefit Pension Plan shall be the annual benefit at Normal Retirement Date payable to the Participant under such plan, expressed in the normal form of benefit payable under such plan for an unmarried participant. If such normal form of benefits is a straight life annuity, no further adjustment shall be made to such benefit. If such normal form of benefit is not a straight life annuity, however, then for purposes of determining the offset it shall be converted into a straight life annuity which is the Actuarial Equivalent of such normal form of benefit.

(3) Defined Contribution Plans and Rollover IRAs. The participant's annual retirement benefit under a defined contribution Pension Plan or Rollover IRA shall be based on the Participant's vested account balance as of the last valuation date thereunder adjusted, in the discretion of the Committee, for assumed earnings thereon to the Benefit Commencement Date.

The vested account balance, as so adjusted, shall be then converted into a straight life annuity, commencing as of the Participant's Normal Retirement Date, which has a present value equal to the amount of the vested account balance. Such present value shall be determined by the factors that would be used, as of the first day of the calendar year which includes the Benefit Commencement Date, by the Pension Benefit Guaranty Corporation for valuing an immediate or deferred annuity, as the case may be, on a standard plan termination covered by Title IV of ERISA.

(4) Prior Distributions. The provisions of Section 6(f)(3) (including the discretion granted to the Committee to make adjustments for assumed earnings) also shall be applied in determining the annual retirement benefit attributable to a distribution to a Participant from any Pension Plan and Rollover IRA which the Participant did not roll over to a Pension Plan or Rollover IRA (e.g., a distribution that a Participant chose to be currently taxed on), except the amount of such distribution shall be used rather than the "vested account balance."

(5) Change in Control. If a Participant incurs a Covered Termination, then (i) the offset for other retirement benefits shall not include any such benefits earned after such termination and (ii) the offset for other retirement benefit shall not be greater than that determined with respect to such Participant immediately before the Change in Control to which the Covered Termination relates, and such Participant shall be considered to have supplied all information necessary to determine such offset.

SECTION 7. WAIVER, MODIFICATION, AND ACCELERATION OF AGE AND SERVICE REQUIREMENTS. (a) Committee Action. Subject to the provisions of Section
7(c), the Committee may in its sole discretion:

(i) waive the normal age requirement or normal service requirement, or both, used to determine whether an individual may be nominated for SERP participation;

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(ii) waive or modify the normal age requirement or the normal service requirement, or both, used to determine the Vesting and Accrual Date;

(iii) waive or modify the normal service requirement used to determine the Normal Retirement Date; and/or

(iv) modify the normal age requirement, or waive or modify the normal service requirement, to be eligible for an early retirement benefit under the SERP.

Any such waiver or modification may be made on an individual by individual basis or on a group basis. In no event, however, may the Committee lower the normal age requirement to be eligible for early retirement to an age below fifty-five (55).

(b) Limitation on Committee Action. In no event may the Committee, as to any one such modification, change (either directly or indirectly) any applicable age or service requirement so as to require a greater age or more Service than would otherwise apply to a Participant if no such modification were made.

(c) Automatic Acceleration of Vesting and Accrual Date and Lowering of Early Retirement Age. If a Participant incurs a Covered Termination, then the Participant shall be considered to have attained his Vesting and Accrual Date immediately before such termination and shall be eligible to elect an early retirement benefit if he has attained age fifty-five (55).

SECTION 8. PAYMENT OF RETIREMENT BENEFITS. (a) Commencement and
Normal Form of Benefit. A Participant who is alive on his Benefit Commencement Date shall receive his retirement benefits in monthly payments commencing as of that date. Unless an alternative form of benefit is elected by the Participant pursuant to Section 8(b), retirement benefits shall be paid in the form of a straight life annuity. That is, benefits will commence as of the Benefit Commencement Date and end with the month in which the Participant dies, with no further benefits payable thereafter.

(b) Alternative Forms of Benefit. (1) Joint and 50% Contingent Survivor Annuity. Prior to his Benefit Commencement Date, a married Participant may elect in writing to receive his retirement benefits under the SERP in the form of a joint and 50% contingent survivor annuity, under which half of the retirement benefits payable during the Participant's life shall continue for the life of his spouse, if she survives him. The Participant's spouse shall have no rights and entitlements over or with respect to such election. If such an election is made but the individual to whom the Participant was married dies before the Benefit Commencement Date, then such benefit election shall be null and void and the Participant shall receive his benefits as a straight life annuity, unless the Participant remarries before his Benefit Commencement Date and again elects a joint and 50% contingent survivor annuity.

(2) Other Forms of Benefit. The Committee may, at its discretion, make available to a Participant alternative benefit forms other than that described in Section 8(b); provided, however, that (i) no lump-sum option shall be available, and (ii) no other alternative benefit form may be offered unless such benefit form is then offered to participants under the Pentair

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Pension Plan who are then accruing benefits under that plan. Such other benefit forms may be extended on an individual by individual basis or on a group basis; provided, however, upon a Covered Termination the alternative forms of benefit available shall include all such forms then offered (other than a lump sum, if otherwise so offered) to participants under the Pentair Pension Plan who are then accruing benefits under that plan. Any such election must be made before the Participant's Benefit Commencement Date. The Participant's spouse shall have no rights and entitlement over or with respect to such election.

If such other benefit form provides for contingent benefits after the Participant's death to a beneficiary or class of beneficiaries and all such beneficiaries die before the Benefit Commencement Date, then such benefit election shall be null and void and the Participant shall receive his benefits in the form of a straight life annuity, unless the Participant makes a new benefit form election before his Benefit Commencement Date.

(3) Actuarial Equivalent. All alternative retirement benefit forms under the SERP shall be the Actuarial Equivalent of the straight life annuity the Participant would have received under Section 8(a) but for his election of an alternative benefit form.

(4) Beneficiaries. If a Participant elects an alternative benefit form which provides for payments to, and measured on the life or lives of an individual or individuals, such individual or individuals shall be entitled to receive any benefits payable after the Participant's death. If a Participant elects an alternative benefit form under which the duration of benefits after his death are not tied to a survivor's life (e.g., a life annuity with sixty (60) months guarantied), the Participant shall be entitled to name in writing on forms prescribed by the Committee the beneficiary or beneficiaries of any benefits payable after his death, and to change such beneficiary designation at any time before the Participant's death. The Participant's spouse shall have no rights and entitlements over or with respect to any such beneficiary designation.

If such a beneficiary designation is not made before the Participant's death or no named beneficiary survives the Participant, then any benefits payable after the Participant's death shall be paid to the personal representative of the Participant's estate.

(c) Forfeiture. (1) Death Before Benefit Commencement Date. Notwithstanding the fact that a Participant has reached the Vesting and Accrual Date, a Participant's retirement benefits under the SERP shall be forfeited upon death before his Benefit Commencement Date. The Participant's surviving spouse, however, may be entitled to a pre-retirement death benefit as described in
Section 10.

(2) Breach of Section 11. Notwithstanding the fact that a Participant has reached the Vesting and Accrual Date, a Participant's retirement benefits under the SERP may be forfeited upon violation of any provision of
Section 11.

SECTION 9. DISABILITY BENEFIT. If a Participant has a Termination of Employment, as a result of being Disabled, before the Vesting and Accrual Date, and before becoming eligible for early retirement benefits under the SERP, then the Participant shall continue to receive Service credit until the earlier of (i) Normal Retirement Date, and (ii) the date the Participant is no longer Disabled. If the Participant recovers from the Disability before Normal Retirement Date, the Participant's benefits

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under the SERP, and the benefits of any person claiming such benefits through the Participant, shall be as otherwise provided for under the SERP. If, however, the Participant remains Disabled until Normal Retirement Date, the Participant shall be entitled to a benefit under the SERP, commencing as of Normal Retirement Date, equal to the retirement benefit determined under Section 6(a) as if Termination of Employment had occurred effective as of Normal Retirement Date. This benefit shall be paid as a straight life annuity, and the Participant shall not be entitled to elect to receive such benefit under an alternative form of benefit.

SECTION 10. PRE-RETIREMENT DEATH BENEFIT. (a) Eligibility. If a Participant dies before his Benefit Commencement Date and is survived by a spouse, a death benefit shall be payable to the Participant's surviving spouse if the Participant has been married to such spouse for at least one (1) year as of the Participant's date of death.

(b) Amount of Benefit. (1) Death On or After Becoming Eligible for Early Retirement Benefits. If a Participant dies on or after the date at which the Participant could have elected to receive early retirement benefits under the SERP (assuming he had a Termination of Employment), the benefit payable to the surviving spouse shall be the amount of the contingent survivor annuity that would have been payable to such spouse if the Participant had commenced receiving benefits under the SERP, payable in the form of the joint and 50% contingent survivor annuity described in Section 8(b), commencing as of the first day of the calendar month following the date of the Participant's death.

(2) Death Before Becoming Eligible for Early Retirement Benefits. If a Participant dies before the date at which the Participant could have elected to receive early retirement benefits under the SERP (assuming he had a Termination of Employment), the benefit payable to the surviving spouse shall be the amount of the contingent survivor annuity that would have been payable to such spouse if the Participant was eligible for and had elected early retirement benefits under the SERP, payable in the form of the joint and 50% contingent survivor annuity described in Section 8(b), commencing as the first day of the calendar month following the date of the Participant's death. For this purpose, the amount of the benefit that would have been so payable to the Participant, before adjustment to reflect the joint and 50% contingent annuity form, will be determined by using the reduction factor of 1/2 of 1% for each month in the period beginning as of the first day of the calendar month after the Participant's death and ending on the first day of the calendar month after the date the Participant would have attained age 55.

(3) Commencement and Duration. The pre-retirement death benefit shall be paid monthly commencing as of the first day of the calendar month following the date of the Participant's death and ending with the month the spouse dies.

SECTION 11. CONFIDENTIALITY, COVENANTS NOT TO COMPETE, AND NON-SOLICITATION. (a) General. Each Participant acknowledges that as a key executive of Pentair or other Group member Participant has become familiar and will continue to be familiar with the trade secrets, know-how, executive personnel, strategies, other confidential information and data of the Group. Each Participant further acknowledges that the financial security of the Group and its shareholders depends in large part on the efforts of executives like the Participant, and that a basic premise for the SERP is to compensate Participants for their efforts in causing the Group to grow and prosper, thereby helping to insure the Group's financial future for years well beyond the time the Participant

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retires. Therefore, in consideration of the extension of the SERP to a Participant, the Participant agrees that (1) after Termination of Employment Participant shall not (directly or indirectly) and without Pentair's prior written consent, disclose to any other person any confidential information or data concerning Pentair or other member of the Group, and (2) for a period of three (3) years from Termination of Employment the Participant shall not (directly or indirectly) and without Pentair's prior written consent:

(i) own, manage, control, participate in, consult with or render services of any kind for any concern which engages in a business which is competitive with any business being conducted by the Group as of the date of Termination of Employment;

(ii) become an employee or agent of any publicly traded corporation, or any division or subsidiary of such corporation, where more than 5% of such organization's business is in competition with any business being conducted by the Group as of the date of Termination of Employment, unless the annual sales of such organization do not exceed $40 million;

(iii) participate in any attempt to acquire the business or assets of the Group or control of the voting stock of any member thereof, or in any manner interfere with the control of Pentair, whether by friendly or unfriendly means; or

(iv) induce any individual to leave the employ of Pentair or other member of the Group nor shall the Participant hire any such individual who approaches Participant for employment.

If at the time of enforcement of this Section 11, a court shall hold that the duration, scope or area of restriction stated herein are unreasonable under the circumstances then existing, Pentair and the Participant agree that the maximum duration, scope, or area reasonable under such circumstances shall be substituted for the stated duration, scope, or area.

(b) Forfeiture. Upon any breach of the covenants described in
Section 11(a), all benefits then due under the SERP (and all benefits which otherwise would be due under the SERP in the future) to the Participant or his beneficiaries shall be forfeited.

(c) Other Remedies. The covenants described in Section 11(a) run in favor of and shall be enforceable by Pentair. Pentair shall be entitled to pursue all legal and equitable remedies to cure or compensate for a breach of the covenants described in Section 11(a), without posting of bond, and all such remedies shall be in addition to the forfeiture described in Section 11(b).

SECTION 12. FUNDING. (a) General. The SERP is an unfunded deferred compensation arrangement. No member of the Group shall establish or is required to establish any trust to fund benefits provided under the SERP, and no such member shall establish or is required to establish any type of earmarking or segregation of its assets to provide for such benefits. In the event of default of a Group member's obligations hereunder, the Participant shall have no greater entitlements or security than does a general creditor of the Group member.

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(b) Employer Company. Except as described in Sections 12(c) and 16, the Employer Company shall pay or provide for the payment of benefits hereunder. If the Employer Company does not timely pay such benefits, then, except as described in Section 12(c), the sole recourse of the claimant Participant is against such Employer Company and no other member of the Group shall be responsible to pay or provide for the payment of such benefits or liable for the nonpayment thereof.

(c) Pentair Assumption of Liability. Under the following circumstances, Pentair shall assume and be responsible for the payment of benefits hereunder even though it is not the Employer Company:

(i) the Employer Company is not participating in the SERP as of the date benefits hereunder are scheduled to commence to a Participant or his beneficiaries;

(ii) the Employer Company does not timely pay or provide for the payment of benefits hereunder and such failure is not corrected within thirty (30) days; or

(iii) the Participant has a Termination of Employment due to a sale of the stock (or rights analogous to stock) or assets of a Group member, and the Participant has attained the Vesting and Accrual Date on or before the date of such termination.

Pentair's obligation under paragraph (i) above shall cease when the Employer Company agrees to participate in the SERP. Pentair's obligation under paragraph (ii) above shall cease when the Employer Company is current on its payment of benefits. Pentair's obligation under paragraph (iii) above shall not come into effect (or if previously effective, shall cease) as of the date the person who purchased such stock or assets, or a person who controls such person, agrees in writing to assume the liability for the benefits the Participant has then earned hereunder; provided, however, that upon a Change in Control Pentair, any person in control of Pentair, and the Employer Company if not Pentair, shall be jointly and severally responsible for payment of benefits hereunder regardless of the other provisions of this Section 12 and the assumption of such liability by another person shall not discharge Pentair, any person in control of Pentair, and such Employer Company from liability hereunder.

(d) Participation by Other Group Members. Any member of the Group may join in this SERP by adopting a written resolution of its board of directors, and delivering such resolution to the Committee. Any member of the Group, other than Pentair, may end its participation under the SERP by a written resolution of its board of directors delivered to the Committee, provided, however, that no such resolution ending participation shall be effective until thirty (30) days after it is received by the Committee. By agreeing to join in the SERP, each member agrees to pay or provide for the payment of benefits hereunder to those Participants (and their beneficiaries) with respect to whom such member is the Employer Company. No such member, other than Pentair, shall have any power or authority to terminate, amend, administer, modify, or interpret the SERP, all such powers being reserved to Pentair and the Committee.

SECTION 13. NON-ALIENABILITY. No disposition, charge or encumbrance by any Participant on the benefits payable hereunder by way of anticipation shall be valid or in any way binding upon the SERP, the Committee, and Pentair and other members of the Group. No Participant or beneficiary shall have the right to assign, transfer, encumber or otherwise dispose of any such

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benefits until the same shall be paid to the Participant or his beneficiaries. No payments under the SERP shall in any way be liable to the claims of any creditor of a Participant or beneficiary until actually paid to such Participant or beneficiary.

SECTION 14. DEFAULT. Should the Employer Company (and Pentair to the extent provided for in Section 12(c)) fail to pay when due any benefit under the Plan to or with respect to a Participant or beneficiary and such failure to pay continues for a period of sixty (60) days from receipt of a written notice of nonpayment from the affected Participant or beneficiary, the Employer Company (and Pentair to the extent provided in Section 12(c)) shall be in default hereunder and shall pay to the Participant or beneficiary the benefits past due and the reasonable costs of collection of any such amount, including reasonable attorney's fees and costs; provided, however, if the Administrator in good faith disputes the amount of such benefit due or whether a person is entitled to such a benefit, then to the extent and duration of such a dispute the Employer Company (and Pentair to the extent provided for in Section 12(c)) shall not be considered in default hereunder; provided further, however, a Participant for whom a KEESA becomes operative due to a Change in Control, and regardless of whether such Participant incurs a Covered Termination, shall be entitled to payment or reimbursement of such costs of collection as provided under Section 18(g).

SECTION 15. ADMINISTRATION OF THE SERP. The Committee shall have the authority to administer the SERP, including the power and discretion to construe and interpret its provisions. The Committee may delegate ministerial aspects of such administration to employees of Pentair. Nothing in this Section 15 shall alter or limit any power or discretion granted the Committee under other Sections of the SERP.

SECTION 16. EFFECT OF KEESA. If a Participant incurs a Covered Termination, then as or with respect to that Participant:

(i) notwithstanding the provisions of Section 11, the scope or duration (or both) of such Participant's covenants under
Section 11 shall be no greater or longer than similar covenants provided for in such Participant's KEESA and, to the extent there are no such similar covenants in such Participant's KEESA, then Section 11 shall be void and of no force and effect; and

(ii) in the case of any conflict between the terms and provisions of this SERP document and the terms and provisions of such Participant's KEESA, the terms of such Participant's KEESA shall control to the extent more beneficial to such Participant, and the obligations of Pentair under such KEESA shall be in addition to any of its obligations hereunder.

SECTION 17. AMENDMENT OR TERMINATION. (a) General. This Plan may be terminated or amended, in whole or in part, at any time by written resolution of the Board of Directors of the Company. Any such action may apply to the Plan as a whole, or any individual Participant or group of Participants. Except as provided in Section 17(b) and (c), any such action may reduce or eliminate (retroactively or prospectively, or both) any benefits under the Plan that otherwise would be payable but for such action.

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(b) Limitation on Power to Amend or Terminate. (1) Vested Participants. As to any Participant who has attained his Vesting and Accrual Date (determined without regard to Section 11) before the date the Plan is amended or terminated (or, if later, before the date such action is effective), no such amendment or termination shall (without the specific written consent of the Participant):

(i) reduce the SERP benefits earned by the Participant;

(ii) reduce the amount of SERP benefits then being paid to a Participant or change the form in which such benefits are being paid; or

(iii) terminate, amend, or otherwise change the liability of Pentair, other Group member, or other person to pay or provide for the payment of SERP benefits protected under clauses (i) and (ii) immediately preceding.

(2) Beneficiaries. As to any former Participant who has died before the date the Plan is amended or terminated (or, if later, before the date such action is effective), no such amendment or termination shall (without the specific written consent of such Participant's beneficiary):

(i) reduce the amount of Plan benefits to which such beneficiary is entitled or change the form in which benefits are payable; or

(ii) terminate, amend, or otherwise change the liability of Pentair, other Group member, or other person to pay or provide for the payment of benefits protected under clause (i) immediately preceding.

(c) Change in Control. In addition to the limitations described in Section 17(b), upon a Change in Control for which a Participant's KEESA becomes operative and under which a Covered Termination has or may occur, then without the specific written consent of the Participant (or beneficiary in the event of the Participant's death), the Plan as in existence immediately prior to the Change in Control may not be (directly or indirectly) terminated, amended, or otherwise changed in any respect during the three year period beginning with the date of the Change in Control, but only with respect to such individual. The prohibition herein described shall apply to any action which affects or is intended to affect the terms and provisions of the Plan as then in effect during such three year period, regardless of when made or effective.

(d) Continuation of Plan Provisions. To the extent that any Plan benefits, and rights and obligations allocable thereto, are protected under
Section 17(b) and (c), then as to the persons described in Section 17(b) and (c) the Plan shall continue in force and effect, as if no such amendment or termination had occurred, until such benefits are fully paid or fully provided for to such persons.

SECTION 18. MISCELLANEOUS. (a) Employer's Rights. The right of a member of the Group to discipline or discharge employees or to exercise rights related to the tenure of employment shall not be affected in any manner by reason of the existence of the SERP or any action hereunder.

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(b) Interpretation. Section and subsection headings are for convenient reference only and shall not be deemed to be part of the substance of this instrument or in any way to enlarge or limit the contents of any Section or subsection. Masculine gender shall include the feminine, and vice versa, and singular shall include the plural, and vice versa, unless the context clearly requires otherwise.

(c) Withholding of Taxes. All benefit payments under the SERP shall be subject to withholding for federal and state taxes as required by law.

(d) Computational Errors. In the event mathematical, accounting, actuarial or other errors are made in administration of the SERP due to mistakes of facts, the Committee may make equitable adjustments, which may be retroactive, to correct such errors. Such adjustments shall be conclusive and binding on all Participants and beneficiaries.

(e) Choice of Law. To the extent not preempted by ERISA or any other federal statute, the construction and interpretation of the SERP shall be governed by the laws of the State of Minnesota.

(f) Savings Clause. Should any valid federal or state law or final determination of any agency or court of competent jurisdiction affect any provision of this SERP, the remaining provisions shall otherwise continue in full force and effect.

(g) Change in Control. A Participant for whom a KEESA becomes operative due to a Change in Control, and regardless of whether such Participant incurs a Covered Termination, shall be entitled to adjudicate any dispute regarding his or her benefits or rights and entitlements under the Plan in the forums and venues as provided in Section 22 of the KEESA, and shall be entitled to payment or reimbursement of costs and expenses related to such adjudication as provided in Section 15 of the KEESA.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby approve the form and content of this amended and restated SERP document.

Dated:
      -----------------------------    ---------------------------------------
                                       Louis L. Ainsworth
                                       Senior Vice President and General Counsel
                                       of Pentair, Inc.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby execute the foregoing document for and on behalf of Pentair, Inc. effective as of August 23, 2000.

PENTAIR, INC.

Dated:                                     By:
       ----------------------------           ----------------------------
                                              Its:
                                                  ----------------------------

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PENTAIR, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AS AMENDED AND RESTATED EFFECTIVE AUGUST 23, 2000

TABLE OF CONTENTS

1.       NAME OF PLAN.............................................................................................1

2.       DEFINITIONS..............................................................................................1

3.       PURPOSE..................................................................................................3

4.       EFFECTIVE DATE...........................................................................................3

5.       ELIGIBILITY AND PARTICIPATION............................................................................3

6.       RETIREMENT BENEFIT.......................................................................................4

         (a)      Normal Retirement Benefit.......................................................................4
         (b)      Late Retirement Benefit.........................................................................4
         (c)      Early Retirement Benefit........................................................................4
         (d)      Deferred Vested Retirement Benefit..............................................................5
         (e)      Annualized PIA..................................................................................5
         (f)      Offset for Other Retirement Benefits............................................................5

7.       WAIVER, MODIFICATION, AND ACCELERATION OF AGE AND SERVICE REQUIREMENTS...................................7

         (a)      Committee Action................................................................................7
         (b)      Limitation on Committee Action..................................................................7
         (c)      Automatic Acceleration of Vesting and Accrual Date and
                  Lowering of Early Retirement Age................................................................7

8.       PAYMENT OF RETIREMENT BENEFITS...........................................................................7

         (a)      Commencement and Normal Form of Benefit.........................................................7
         (b)      Alternative Forms of Benefit....................................................................7
         (c)      Forfeiture......................................................................................8

9.       DISABILITY BENEFIT.......................................................................................9

10.      PRE-RETIREMENT DEATH BENEFIT.............................................................................9

         (a)      Eligibility.....................................................................................9
         (b)      Amount of Benefit...............................................................................9

11.      CONFIDENTIALITY, COVENANTS NOT TO COMPETE, AND NON-SOLICITATION.........................................10

         (a)      General........................................................................................10

         (b)      Forfeiture.....................................................................................11
         (c)      Other Remedies.................................................................................11

12.      FUNDING.................................................................................................11

         (a)      General........................................................................................11
         (b)      Employer Company...............................................................................11
         (c)      Pentair Assumption of Liability................................................................11
         (d)      Participation by Other Group Members...........................................................12

13.      NON-ALIENABILITY........................................................................................12

14.      DEFAULT.................................................................................................12

15.      ADMINISTRATION OF THE SERP..............................................................................12

16.      EFFECT OF KEESA.........................................................................................12

17.      AMENDMENT OR TERMINATION................................................................................13

         (a)      General........................................................................................13
         (b)      Limitation on Power to Amend or Terminate......................................................13
         (c)      Change in Control..............................................................................14
         (d)      Continuation of Plan Provisions................................................................14

18.      MISCELLANEOUS...........................................................................................14

         (a)      Employer's Rights..............................................................................14
         (b)      Interpretation.................................................................................14
         (c)      Withholding of Taxes...........................................................................14
         (d)      Computational Errors...........................................................................14
         (e)      Choice of Law..................................................................................14
         (f)      Savings Clause.................................................................................14
         (g)      Change in Control..............................................................................14

EXHIBIT 10.2

PENTAIR, INC.

1999 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

AS AMENDED AND RESTATED EFFECTIVE AUGUST 23, 2000

PENTAIR, INC.

1999 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

SECTION 1. NAME OF PLAN. This plan shall be known as the Pentair, Inc. 1999 Supplemental Executive Retirement Plan.

SECTION 2. GENERAL DEFINITIONS. Unless the context requires otherwise, when used herein the terms listed below, when capitalized or applied to such capitalized terms, shall have the following meanings:

(1) "ADJUSTMENT FACTOR" is the factor used in adjusting the Pension Amount to reflect the period of time between the date a Participant has a Termination of Employment and his or her Benefit Commencement Date. With respect to a Participant who survives to his or her Benefit Commencement Date and has a Termination of Employment:

(a) on or after attaining age fifty-five (55) and who is scheduled to receive his or her Retirement Benefit as of the first possible Benefit Commencement Date, the Adjustment Factor is
1.01134 (i.e., the Pension Amount is adjusted to reflect the period beginning on the first day of the calendar month immediately following the calendar month in which the Participant incurs a Termination of Employment and ending on the first possible Benefit Commencement Date);

(b) on or after attaining age fifty-five (55) and who properly and timely elects a delayed Benefit Commencement Date, the Adjustment Factor is the appropriate factor set forth in Table 1 to reflect the period beginning on the first day of the calendar month immediately following the calendar month in which the Participant incurs a Termination of Employment and ending on the Benefit Commencement Date so elected;

(c) before attaining age fifty-five (55) and who is scheduled to receive his or her Retirement Benefit as of the first possible Benefit Commencement Date, the Adjustment Factor is the appropriate factor set forth in Table 1 to reflect the period beginning on the first day of the calendar month immediately following the calendar month in which the Termination of Employment occurred and ending on the first possible Benefit Commencement Date; or

(d) before attaining age fifty-five (55) and who properly and timely elects a delayed Benefit Commencement Date, the Adjustment Factor is the appropriate factor set forth in Table 1 to reflect the period beginning on the first day of the calendar month immediately following the calendar month in which the Termination of Employment occurred and ending on the Benefit Commencement Date so elected.

(2) "ADMINISTRATOR" is the Company.

(3) "BENEFICIARY" is a person entitled to receive benefits, if any, payable under the Plan after a former Participant's death.

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(4) "BENEFIT COMMENCEMENT DATE" is the first day of the first calendar month as of which a Participant's Retirement Benefit is payable. The first possible Benefit Commencement Date is the later of (i) the first day of the calendar month immediately following the calendar month which includes the Participant's fifty-fifth (55th) birthday and (ii) the first day of the third calendar month immediately following the calendar month in which the Participant has a Termination of Employment; the last possible Benefit Commencement Date is the later of (i) the Participant's first possible Benefit Commencement Date and
(ii) the first day of the calendar month immediately following the calendar month which includes the Participant's sixty-seventh (67th) birthday; a permissible Benefit Commencement Date is any such date beginning with the first possible Benefit Commencement Date and ending with the last possible Benefit Commencement Date; and a delayed Benefit Commencement Date is any permissible Benefit Commencement Date other than (i) the Participant's first possible Benefit Commencement Date and (ii) the Participant's last possible Benefit Commencement Date if such date is the same date as the first possible Benefit Commencement Date.

(5) "BENEFIT SERVICE" is the number of Years of Service during which an individual completes 1,000 Hours of Service as an Eligible Employee.

(6) "BENEFIT SERVICE DATE" is the date from and after which an individual may earn Benefit Service. An individual's Benefit Service Date shall be listed on Schedule 1.

(7) "BENEFIT SERVICE PERCENTAGE" is the percentage equal to the product of a Participant's Benefit Service multiplied by fifteen percent (15%).

(8) "CHANGE IN CONTROL" is a change in control of the Company as defined in the KEESA.

(9) "CODE" is the Internal Revenue Code of 1986, as amended.

(10) "COMMITTEE" is the Compensation and Human Resources Committee of the Board of Directors of the Company.

(11) "COMPANY" is Pentair, Inc., a Minnesota corporation.

(12) "COMPENSATION" is any item or class of remuneration or part thereof listed or described in the left-hand column of Schedule 3 and not any such items listed or described in the right-hand column of Schedule 3. In the event a remuneration item is not listed or described in Schedule 3, the Administrator shall determine whether such item is included or excluded from Compensation by taking into account the nature of the item and its similarity to an item which is so listed.

(13) "CONVERSION FACTOR" is the factor used to convert the Pension Amount into the Normal Form of Benefit and shall be 113.4.

(14) "COVERED TERMINATION" is a covered termination, as defined in the KEESA, which entitles a Participant to a termination payment pursuant to Sections 8 and 9(a) of the KEESA.

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(15) "DISABLED" or "DISABILITY" is a physical or mental condition, resulting from sickness or injury, other than an injury which is self-induced, which would entitle the Participant to permanent and total disability benefits under the Company's long-term disability plan (regardless of whether the Participant is covered by such plan).

(16) "EFFECTIVE DATE" of the Plan is January 1, 1999; the effective date of this amended and restated Plan document is August 23, 2000.

(17) "ELIGIBLE EMPLOYEE" is an individual who, on or after the Effective Date of the Plan, is (i) a full time employee of a Group member (ii) a citizen or lawful permanent resident of the United States, and (iii) either (x) an officer of the Company appointed by the Company's Board of Directors or (y) the President of a substantial, operating Group member other than the Company or comparable position (e.g., head of a major operating division of a Group member) who has been nominated by the Company's Chief Executive Officer for participation in the Plan and such participation has been approved by the Committee; provided, however, the Committee may waive the requirement that an individual be a U.S. citizen or lawful permanent resident and, with respect to such an individual, may modify other aspects of the Plan if, in the Committee's sole discretion, such waiver or modification, or both, is appropriate under the circumstances and given tax and other governmental regulatory provisions applicable to such individual and his or her Employer Company.

(18) "EMPLOYER COMPANY" is the Group member which employs a Participant as of the date the Participant has a Termination of Employment.

(19) "ERISA" is the Employee Retirement Income Security Act of 1974, as amended.

(20) "FINAL AVERAGE COMPENSATION" is the average Compensation determined by averaging Compensation in those five (5) consecutive calendar years out of the last ten (10) consecutive calendar years, ending with the calendar year which ends coincident with or immediately preceding the date the Participant has a Termination of Employment or otherwise ceases to be an Eligible Employee, whichever occurs first, for which the average Compensation is the highest.

Notwithstanding the immediately preceding paragraph, Final Average Compensation shall not be less than the average Compensation for the sixty (60) months immediately preceding the date the Participant has a Termination of Employment or otherwise ceases to be an Eligible Employee, whichever occurs first, determined as the sum of Compensation in the final calendar year of such employment plus Compensation in each of the four (4) calendar years preceding the final calendar year of such employment plus a percentage of the Compensation for the entire fifth calendar year preceding the final calendar year of such employment; such percentage shall be determined as twelve minus the number of full calendar months for which Compensation was payable in the final calendar year of such employment divided by the number of months for which Compensation was paid in the fifth calendar year preceding the final calendar year of such employment.

(21) "GROUP" is the Company and any other corporation, business trust, partnership, joint venture, limited liability company, or other legal entity, in which the Company owns (directly or indirectly) fifty percent (50%) or more of the voting stock or rights analogous to voting stock. Any

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such other corporation, business trust, partnership, joint venture, limited liability company, or other legal entity shall be considered a member of the Group only for the period such ownership exists.

(22) "HOUR OF SERVICE" has the meaning provided in Section 3(d)(1).

(23) "JOINT AND SURVIVOR ANNUITY" is a monthly annuity (rounded to the nearest whole dollar amount) commencing as of the Participant's Benefit Commencement Date, which is the actuarial equivalent (determined by applying the factors set forth in Table 2) of the Participant's Normal Form of Benefit commencing as of the same date, under which the last monthly payment is made for the month in which the Participant dies or, if the Participant is survived by the Spouse to whom the Participant was married on the Benefit Commencement Date, the month in which such surviving Spouse dies, and under which the monthly benefit payable to such Spouse surviving is equal to the monthly benefit payable during the life of the Participant.

(24) "KEESA" is the Key Executive Employment and Severance Agreement between the Company and key executives, as approved by the Company's board of directors effective August 23, 2000.

(25) "NORMAL FORM OF BENEFIT" is a monthly annuity, commencing as of the Participant's Benefit Commencement Date, payable for a term certain of one hundred eighty (180) consecutive months, and shall be determined by dividing the Participant's Pension Amount by the Conversion Factor, with such monthly annuity rounded to the nearest whole dollar amount.

(26) "PARTICIPANT" is an Eligible Employee who has become covered by the Plan. Once an individual has become so covered, he or she shall remain a Participant, except as provided in Section 3, until the first to occur of his or her death and Termination of Employment for a reason other than death; provided, however, if the individual has a non-forfeitable right to a Retirement Benefit as of the date he or she has such a Termination of Employment (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual), then absent death the individual shall remain a Participant until the individual has received his or her entire Retirement Benefit or the Retirement Benefit has been forfeited as provided for in Section 6(b).

(27) "PARTICIPATION DATE" is the later of (i) the Plan Effective Date and (ii) the earlier of (x) the date an individual becomes an Eligible Employee described in Section 2(17)(iii)(x) and (y) for an individual described in
Section 2(17)(iii)(y), the date such individual's nomination is approved by the Committee or such earlier date as may be provided in approving such nomination. An individual's Participation Date shall be listed on Schedule 1.

(28) "PENSION AMOUNT" is an amount equal to the Participant's Final Average Compensation multiplied by his or her Benefit Service Percentage, with such amount then multiplied by the Adjustment Factor if the Participant survives to his or her Benefit Commencement Date.

(29) "PLAN" is the retirement plan herein described. When this term is modified by or with reference to a certain date (e.g., Plan as in effect before year XXXX), it shall refer to the Plan as described in the Plan document in effect for the period referenced.

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(30) "RETIREMENT BENEFIT" is the Plan monthly retirement benefit payable under the Normal Form of Benefit or the Joint and Survivor Annuity.

(31) "SPOUSE" is an individual, of a sex opposite to that of a Participant, whose marriage to a Participant is recognized under the laws of the United States (or one of the United States) or any other generally recognized jurisdiction.

(32) "TERMINATION OF EMPLOYMENT" is any event by which there is no longer an employer-employee relationship between any Group member and an individual, including such termination caused by the individual's retirement, resignation, dismissal, death, or Disability; provided, however, in the event of Disability for purposes of the Plan the date of Termination of Employment shall be as determined under Section 3(e).

(33) "YEAR OF SERVICE" is a calendar year in which an individual completes 1,000 Hours of Service.

Section 3. PARTICIPATION, VESTING AND BENEFIT SERVICE, AND RULES GOVERNING THE CREDITING OF SERVICE, DISABILITY AND THE DETERMINATION OF COMPENSATION AND FINAL AVERAGE COMPENSATION. (a) Participation. (1) General. The primary purpose of the Plan is to provide supplemental retirement benefits to Eligible Employees, and it is intended that such employees constitute a select group of management or highly paid employees, within the meaning of ERISA section 201(2), of the Group. Except as provided in Section 3(d)(6), in the event an individual who is not within such a select group becomes covered by the Plan, then notwithstanding any Plan provision to the contrary such individual's participation in the Plan shall immediately cease and retroactively he or she shall be treated as never having been covered by the Plan.

Because the Plan is described in ERISA section 201(2), and other ERISA provisions corresponding thereto, certain provisions of ERISA do not apply to it and the benefits earned thereunder, including the provisions of Parts 2, 3, and 4 of Title I of ERISA relating to participation and vesting, funding, and fiduciary responsibilities, respectively. In addition, the Plan is not a tax-qualified plan under the Code, and thus the Plan and benefits paid hereunder are not subject to certain rules which apply to benefits payable under such qualified plans including the annual compensation and benefit limits under Code sections 401(a)(17) and 415, respectively, and the manner in which a Participant's or Beneficiary's Plan benefits are subject to income tax.

(2) Acceptance. Unless an Eligible Employee declines to become covered by the Plan by delivering a written notice to that effect to the Administrator within thirty (30) days of what otherwise would be his or her Participation Date (or such later date as the Administrator may prescribe), he or she shall have accepted all the terms and conditions of the Plan, including the provisions of Section 6, and without regard to whether he or she becomes entitled to receive a benefit under the Plan. If such a declination is made, the individual shall not be covered by the Plan and no benefits shall be payable hereunder to or with respect to such individual; provided, however, such a declination shall not constitute a waiver, release, or modification of any restrictions or covenants relating to such individual's employment or termination of employment arising under agreements apart from the Plan or under applicable law.

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(3) Initial Participants. The names of the Eligible Employees covered by the Plan as of the Effective Date as of this amended and restated Plan document and their Participation and Benefit Service Dates are listed on Schedule 1. From time to time Schedule 1 shall be amended to list the names of additional Eligible Employees who have become covered by the Plan and their Participation and Benefit Service Dates.

(4) Existing SERP. An individual listed on Schedule 2 shall be covered by the Pentair, Inc. Supplemental Executive Retirement Benefit Plan, adopted on June 16, 1988, and shall not be an Eligible Employee or otherwise covered by the Plan. Such an individual's supplemental retirement benefits and other benefits related thereto, if any, and the conditions, covenants, and rights of the parties with respect thereto, shall be as determined solely under such plan.

(b) Vesting. (1) General. Except as otherwise expressly provided herein, all benefits otherwise payable under the Plan to or with respect to a Participant shall be forfeited if the Participant has a Termination of Employment before completing five (5) Years of Service.

(2) Death or Disability. A Participant who incurs a Termination of Employment by reason of his or her death or Disability shall be considered to have completed five (5) Years of Service, immediately before such event, for purposes of applying paragraph (1) immediately preceding.

(3) Automatic Acceleration of Vesting. If a Participant has entered into a KEESA and such Participant incurs a Covered Termination, then immediately before such termination the Participant shall be considered to have completed five (5) Years of Service for purposes of applying paragraph (1) immediately preceding.

(4) Other Forfeiture. Notwithstanding the foregoing provisions of this Section 3(b) or the number of Years of Service completed or deemed completed, except as otherwise provided under the Plan all benefits otherwise payable under the Plan to or with respect to a Participant or former Participant shall be subject to forfeiture to the extent provided in Section 6(b).

(c) Benefit Service. (1) Benefit Service Date. Except as otherwise provided herein, an individual's Benefit Service Date shall be the same date as his or her Participation Date.

(2) Benefit Service Date of Effective Date Participants. The Benefit Service Date of an individual who is a Participant as of the Effective Date as of this amended and restated Plan document shall be the date listed on Schedule 1 for such individual and such date may precede the individual's Participation Date.

(3) Benefit Service. An individual who ceases to be a Participant and incurs a Termination of Employment by reason of death shall be considered to have completed a Year of Service in the year of death for purposes of determining the Benefit Service earned by such individual, regardless of the Hours of Service credited for such year.

(4) Benefit Service Upon a Covered Termination. If a Participant has entered into a KEESA and such Participant incurs a Covered Termination, then immediately before such termination the Participant shall be credited with additional Years of Service for determining Benefit

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Service equal to the lesser of (i) three (3) and (ii) the greater of (x) seven
(7) minus the Benefit Service credited to such Participant under the Plan, determined without regard to this Section 3(c)(4), as of the first day of the Plan Year beginning immediately after such termination and (y) zero (0). The Benefit Service provided for by this Section 3(c)(4) shall be in addition to a Participant's Benefit Service under the Plan determined without regard to this
Section 3(c)(4).

(d) Service Credits. (1) General. Subject to other Plan provisions, a Participant's Years of Service shall be based upon the completion of 1,000 Hours of Service during a calendar year. For this purpose an Hour of Service is each hour which an individual is paid or entitled to payment from a Group member for
(i) the performance of duties as its employee and (ii) reasons related to such employment but other than for the performance of duties, such as vacation, illness, jury duty, military duty or leave of absence other than (x) payments made or due under a plan maintained solely to comply with worker's compensation, unemployment compensation, or disability insurance laws, or (y) payments made solely for reimbursement of medical or medically related expenses; provided, however, no more than 501 Hours of Service shall be credited under clause (ii) immediately preceding for any single continuous period during which no duties as such an employee are performed. An individual shall not receive duplicate Hour of Service credits for the same period of service or absence.

Regardless of the actual number of Hours of Service completed during a year, in determining whether 1,000 Hours of Service have been completed during a calendar year an individual shall be credited with forty-five (45) Hours of Service for each calendar week the individual is otherwise credited with an Hour of Service pursuant to the immediately preceding paragraph.

(2) No Vesting Service Before Participation Date. No Year of Service completed before the calendar year which includes an individual's Participation Date shall be considered for purposes of applying Section 3(b)(1).

(3) Non-Duplication of Service Credit. In no event shall a Participant be credited for more than one (1) Year of Service with respect to any one (1) calendar year. In the event service credit for a period must be provided under the Plan by reason of applicable law (e.g., USERRA) and such credit duplicates service credit otherwise provided under the Plan, then the service crediting provision which is most beneficial to the Participant under the circumstances shall be applied but without duplication of service credit for the same period.

(4) Leaves of Absence. In the sole discretion of the Committee, a Participant may be granted service credit for a period of absence from active employment due to illness, personal circumstances, or such other events as the Committee may authorize under the circumstances and in such amount or manner of service credit as the Committee deems appropriate under the circumstances, but in no event shall such service credit duplicate any such credit otherwise provided under the Plan for the same period. Unless otherwise expressly provided by the Committee, however, in no event shall a Participant earn Benefit Service during the period of such absence.

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ignored and, if the individual again becomes a Participant, the individual's service credits under the Plan shall be determined as if he or she had not been previously employed by any Group member.

(6) Transfer. If an individual becomes a Participant and subsequently, and without a Termination of Employment, becomes employed as other than an Eligible Employee, then upon the occurrence of such event the individual shall cease all active participation under the Plan (e.g., he or she will no longer accrue benefits under the Plan). To the extent permitted without causing the Plan to be outside the provisions of ERISA section 202(1), such an individual shall continue to be covered by the Plan with respect to determining his or her vesting rights and for purposes of applying Plan provisions related to the payment of nonforfeitable benefits, except (i) such an individual may not elect a delayed Benefit Commencement Date and (ii) the Adjustment Factor shall be determined as if the Participant had incurred a Termination of Employment as of the date he or she becomes employed as other than an Eligible Employee. If such continued treatment of the individual would cause the Plan to be outside the provisions of ERISA section 202(1), or the Committee in its sole discretion determines that such continuation may have that result, then notwithstanding any other Plan provisions (i) if the individual had a non-forfeitable right (determined without regard to Section 6(b) unless such section has been actually enforced as to such individual) to a Retirement Benefit as of the date of such transfer, the Pension Amount (determined by applying an Adjustment Factor of one
(1)) shall be immediately paid to the individual in a lump sum; provided, however, the Committee, in its sole discretion, may direct that such Pension Amount immediately commence to be paid to the individual in the Normal Form of Benefit; and (ii) if the individual had no such non-forfeitable right, he or she shall be treated as described in the last sentence of the first paragraph of
Section 3(a)(1).

(e) Disability. (1) General. This Section describes special service credit and other rules which apply to a Participant who becomes Disabled before age sixty-five (65) and while he or she is an Eligible Employee (i.e., a "Disabled Participant"). In no event shall a Participant be considered Disabled until and unless he or she supplies all information and takes all acts (e.g., submits to medical examinations) reasonably requested by the Administrator to establish the fact of his or her Disability.

(2) Credit for Benefit Service. A Disabled Participant shall receive credit for Benefit Service during the Disability period. This service credit shall be determined, without duplication of other service credit provided under the Plan for the same period, based upon the complete whole years (with fractional years being rounded to the nearest whole year) which elapse during the Disability period. The Disability period shall begin on the date of Disability as determined by the Administrator, taking into account any applicable waiting period (e.g., end of short-term disability period) prescribed by the Administrator for this purpose, and shall end on the earlier of (i) the date the Participant is no longer Disabled or is considered not to be Disabled,
(ii) the date the Disabled Participant attains age sixty-five (65), (iii) the date of the Participant's death, and (iv) if the Participant elects to receive a Retirement Benefit before the dates described in clauses (i), (ii) and (iii) immediately preceding, the end of the calendar month immediately preceding the Benefit Commencement Date. Except as otherwise inconsistent with other Sections or parts of the Plan and solely for determining whether a Participant has incurred a Termination of Employment under the Plan (e.g., determining when a Participant is entitled to commence receiving the Retirement Benefit), a Participant shall not be considered to have incurred a Termination of Employment during the Disability period.

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(3) Final Average Compensation. A Participant's Final Average Compensation, determined as of the beginning of the Disability period, shall not change during the Disability period. If a Disabled Participant recovers from the Disability before attaining age sixty-five (65) and returns to employment as an Eligible Employee, Final Average Compensation shall be determined as otherwise provided under the Plan and by assuming the Participant's Compensation during the Disability period was equal to the Participant's Final Average Compensation as of the beginning of the Disability period.

(4) Recovery from Disability. If a Disabled Participant recovers from the Disability prior to age sixty-five (65) and the Participant does not return to employment with the Group, he or she shall be entitled to Retirement Benefits in accordance with the other terms and provisions of the Plan as modified by the provisions of this Section 3(e). If the Disabled Participant recovers from the Disability prior to age sixty-five (65) and the Participant returns to employment with a Group member as an Eligible Employee, he or she shall be entitled to a Retirement Benefit in accordance with the terms and provisions of the Plan as modified by the provisions of this Section 3(e), and by taking into account the Participant's service and other relevant factors after he or she returns to such employment. If the Disabled Participant does not recover from the Disability prior to age sixty-five (65), he or she shall be entitled to a Retirement Benefit commencing as of the first day of the month after attaining such age; provided, however, in that event the Disabled Participant may not elect a delayed Benefit Commencement Date.

(5) Death During the Disability Period. If a Disabled Participant dies during the Disability period, a death benefit shall be paid after such Disabled Participant's death to the extent provided in Section 4.

(6) Proof of Disability. The Administrator shall determine whether and when a Participant is Disabled and may adopt such rules and procedures as it deems appropriate for this purpose. Once a Participant is determined to be Disabled, the Administrator may require the Participant to verify that he or she remains Disabled, and such verification may include requiring the Participant to submit to one or more medical examinations. If a Participant fails to supply information or take action as requested by the Administrator in order to determine whether the Participant is or remains Disabled, the Participant shall not be considered Disabled or shall be considered to have recovered from the Disability, as the case may be.

(f) Compensation. (1) General. Compensation, and thereby Final Average Compensation, shall be determined solely with respect to such remuneration earned from and after a Participant's Benefit Service Date and during the period of employment as an Eligible Employee. In the event a Participant is employed with a Group member before becoming an Eligible Employee or, subject to the provisions of Section 3(d)(6), after ceasing to be an Eligible Employee, the Administrator shall determine the Compensation allocable to periods of such employment in each capacity in such manner as it deems reasonable in its sole discretion under the circumstances (e.g., allocation of MIP bonuses for the year in which an individual is promoted to an Eligible Employee).

(2) Determination. The amount of Compensation, and thereby Final Average Compensation, shall be as determined from the books and records of the employing Group member and shall be determined on the basis of when the Compensation is paid to the Participant; provided,

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however, items of Compensation or portions thereof may be determined on the basis of when the item is earned (in which case the item or portion shall not be again counted as an item or portion of Compensation when paid) by the Participant if and to the extent the Administrator determines such treatment is appropriate under the circumstances (e.g., including MIP bonuses earned during the final year of employment as Compensation before such bonus is actually paid; including an amount deferred at the election of the Participant as Compensation when it otherwise would have been paid but for such election).

(3) Less Than Five Years of Service. For purposes of determining Final Average Compensation, if the Participant's relevant Compensation history is for less than the stated period of time (e.g., less than five (5) years; less than ten (10) years), then such actual period shall be substituted in determining Final Average Compensation (e.g., if the individual has six (6) years of Compensation history, the high five (5) consecutive years within such six (6) years shall be used in determining the average; if the individual has three (3) years of Compensation history, all such Compensation shall be used in determining the average).

SECTION 4. PAYMENTS IN THE EVENT OF DEATH BEFORE THE BENEFIT COMMENCEMENT DATE. (a) General. This Section describes the pre-retirement death benefit payable under the Plan to a Beneficiary under circumstances where an individual who was a Participant immediately before his or her death dies before the Benefit Commencement Date. Except as provided in Appendix A, this death benefit shall be in lieu of any other benefits under the Plan with respect to such a Participant.

(b) Vested Participant. No death benefit shall be payable pursuant to this Section 4 unless the deceased former Participant had a non-forfeitable interest in his or her Retirement Benefit (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual) as of the date of death or as a consequence of such death (e.g., death while in service with a Group member); provided, however, such a Participant who otherwise had such a non-forfeitable interest shall not be considered to have had such an interest if he or she is subsequently determined to have forfeited such benefit as provided for in
Section 6(b), even if such action or determination is made after such Participant's death.

(c) Amount and Commencement of Benefit. (1) General. Except as otherwise provided herein, the benefit payable to the Beneficiary shall be payable in the same manner as the Normal Form of Benefit and shall commence as of the later of the first day of the calendar month immediately following the calendar month of such Participant's death and the first day of the calendar month immediately following the calendar month in which such Participant, had he or she survived, would have attained age fifty-five (55) or such earlier date as may be provided by the Committee in its sole discretion. The benefit so payable shall be determined by adjusting such Participant's Pension Amount by the appropriate factor from Table 1 to reflect the period, if any, beginning on the first day of the calendar month immediately following the calendar month in which such Participant incurred a Termination of Employment and ending on the commencement date described in the immediately preceding sentence, and then dividing such Pension Amount as so adjusted by the Conversion Factor.

(2) Lump Sum. In the sole discretion of the Committee, and notwithstanding the provisions of paragraph (1) immediately preceding, the death benefit provided under this Section 4 may be paid to the Beneficiary in a lump sum within sixty (60) days after the deceased former

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Participant's death. The amount of the lump sum shall be the Pension Amount adjusted by the appropriate factor from Table 1 to reflect the period, if any, beginning on the first day of the calendar month immediately following the calendar month in which such Participant incurred a Termination of Employment and ending on the first day of the calendar month immediately following the calendar month in which such Participant died.

(d) Beneficiary. The identity of the Beneficiary and the rules with respect to the payment of benefits to such Beneficiary shall be as provided under Section 5.

SECTION 5. PAYMENT OF RETIREMENT BENEFITS. (a) Application. No Retirement Benefit shall be paid to a Participant unless and until he or she applies for such benefits. The application shall be on such forms as the Administrator may prescribe for this purpose, and shall include all information the Administrator deems appropriate or useful for processing the benefit application. The Administrator shall inform a Participant of the need to apply for the Retirement Benefit and the information necessary to process such benefits. If there is a delay in the actual commencement of the Retirement Benefit past the date elected by the Participant as the Benefit Commencement Date or past the Benefit Commencement Date otherwise provided under the Plan, the Benefit Commencement Date as so elected or determined shall not change and the Participant shall be entitled to receive those benefits which would have been paid on or after such date, but for the delay, but without interest thereon.

(b) Benefit Commencement Date. (1) General. Except as otherwise provided herein, payment of a Participant's Retirement Benefit shall commence as of the first possible Benefit Commencement Date.

(2) Participant's Election of Delayed Benefit Commencement Date. (A) General. Except as otherwise provided herein, a Participant may elect a delayed Benefit Commencement Date, or change any prior such election, at any time prior to what otherwise would be his or her first possible Benefit Commencement Date.

(B) Disability. A Participant who becomes Disabled may not elect a delayed Benefit Commencement Date; provided, however, if the Disability period for a Participant ends by reason of the Participant's recovery from the Disability and he or she then returns to employment as an Eligible Employee, the Participant's right to elect a delayed Benefit Commencement Date shall be determined without regard to this Section 5(b)(2)(B).

(C) Election Procedures. The Administrator shall prescribe such forms and manner by which a Participant may elect a delayed Benefit Commencement Date. No purported election of a delayed Benefit Commencement Date shall be valid unless made in the form and manner as so prescribed.

(3) Termination of Employment. Except as otherwise provided under the Plan, no Retirement Benefit shall be paid to a Participant prior to the time he or she has a Termination of Employment.

(c) Form of Retirement Benefit. (1) General. Except as otherwise provided herein, a Participant's Retirement Benefit shall be paid in the Normal Form of Benefit.

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(2) Married Participant. A Participant who has a Spouse as of the Benefit Commencement Date may elect to receive his or her Retirement Benefit as the Joint and Survivor Annuity, or revoke any prior such election, at any time prior to the Benefit Commencement Date. Such election or revocation shall be made in such form and manner as prescribed by the Administrator, and no such purported election or revocation shall be valid unless made in the form and manner as so prescribed. The election of a Joint and Survivor Annuity or the revocation of a prior such election shall be made solely by the Participant and shall not require the consent of such Participant's Spouse or any other person. In the event a Participant elects the Joint and Survivor Annuity and the Participant's Spouse does not survive to the Benefit Commencement Date, such election shall be automatically revoked.

(d) Re-Employment after Commencement of Benefits. (1) General. Except as determined in the sole discretion of the Committee, if a Participant has commenced receiving a Retirement Benefit and subsequent to such commencement again becomes an employee of a Group member, then payment of such benefit shall cease during the period of re-employment. When the Participant again terminates such employment, payment of the Retirement Benefit in the same form of benefit as was being paid before such suspension shall recommence as of the first day of the calendar month immediately following the calendar month in which such re-employment ceased ("Recommencement Date"), and the monthly amount thereof shall be adjusted for the period of suspension. If the Participant was receiving his or her Retirement Benefit under the Normal Form of Benefit before such suspension, the adjustment for the period of suspension shall be an increase in the monthly annuity so that upon recommencement the amount of each monthly annuity equals the monthly annuity being paid before such suspension, multiplied by the appropriate factor set forth in Table 1 to reflect the whole calendar months of such suspension. If the Participant was receiving his or her Retirement Benefit under the Joint and Survivor Annuity, the adjustment for the period of suspension shall be such that the monthly amount of the Joint and Survivor Annuity redetermined as of the Recommencement Date is the actuarial equivalent of the monthly amount of such annuity as of the Benefit Commencement Date, after taking into account the value of benefits paid before such suspension. For this purpose, an actuarial equivalent shall be determined by applying the actuarial factors used in preparing Table 2 and the ages of the Participant and Spouse as the Recommencement Date shall be determined by assuming their survival to such date.

(2) Additional Benefit. In the event the Participant so returns to employment as an Eligible Employee, (i) when the Participant again terminates employment payment of his or her Retirement Benefit attributable to service before such suspension shall recommence and in an amount determined by applying the immediately preceding paragraph (1) and (ii) the Retirement Benefit and Section 4 death benefit payable, if any, for the period of such re-employment shall be determined and paid as if the Participant had no prior service with a Group member except all of such a Participant's Years of Service, whether earned before or after such re-employment, shall be aggregated for purposes of applying Section 3(b)(1).

(e) Normal Form of Benefit and Death Before End of 180 Month Period.
(1) Death On or After the Benefit Commencement Date. If a Participant to whom the Normal Form of Benefit is being paid dies on or after the Benefit Commencement Date and before the end of the one hundred eighty (180) month period over which such benefit is payable, the monthly benefit for the balance of such period shall continue to be paid to such Participant's Beneficiary.

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(2) Participants Described in Section 5(d). A Participant described in Section 5(d)(1) who was receiving the Normal Form of Benefit before such suspension and who dies during the period of such re-employment shall be considered as described in paragraph (1) immediately preceding with respect to the Retirement Benefit earned before such re-employment.

(3) Others. The benefit payable after the death of any former Participant not described in paragraphs (1) or (2) immediately preceding, and where the Retirement Benefit is not payable under the Joint and Survivor Annuity, shall be determined under Section 4.

(f) Beneficiary. (1) General. Except as otherwise limited by paragraph
(2) immediately following, a Participant may at any time and without the consent of any other person designate a Beneficiary, or change any prior such designation, entitled to receive any Plan benefits payable after the Participant's death, whether payable pursuant to Section 4 or under the Normal Form of Benefit. No such purported designation shall be effective unless it is made in such form and manner as prescribed by the Administrator. No person shall be recognized as a Beneficiary unless and until such person provides such information or certifications as required under the circumstances by the Administrator. If there is a delay in the actual commencement of payment of the benefit to the Beneficiary past the date otherwise provided under the Plan (e.g., there is a delay in determining the person entitled to receive such benefits), the Beneficiary shall be entitled to receive those benefits which would have been paid to such Beneficiary on or after such date, but for the delay, but without interest thereon.

(2) Married Participants. The sole primary Beneficiary of (i) a Participant or former Participant who receives his or her Retirement Benefit in the Normal Form of Benefit and who has a Spouse as of such Participant's Benefit Commencement Date or (ii) a former Participant with respect to whom a benefit is payable under Section 4, and who is survived by a Spouse, shall be such Spouse. In the event such Spouse (x) waives the right to be the sole primary beneficiary of the Participant in such form and manner as prescribed by the Administrator, (y) does not survive such Participant under the circumstances described in clause (i) immediately preceding or (z) does not survive the one hundred eighty (180) day term certain period over which such benefits are payable, such Participant's Beneficiary with respect to any benefits payable after such Participant's death shall be determined as otherwise provided in this
Section 5(f) without regard to this paragraph (2).

(3) Default Takers. If a Participant or former Participant fails to make a valid beneficiary designation, makes such a designation but is not survived by any of the persons named as a primary or contingent beneficiary, makes such a designation but the beneficiary named does not survive the period over which the benefits are paid and no other designated beneficiary is then entitled to the share of such deceased beneficiary, or makes such a designation but such designation does not effectively dispose of all benefits payable after such Participant's death, then, and to the extent such benefits are payable after such Participant's death, all such benefits shall be paid to the executor or personal representative of such Participant's estate or, if there is no such person, then in accordance with the laws of intestate succession of the jurisdiction in which such Participant was domiciled as of the date of death.

(g) Non-Alienation. No right or benefit under this Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any

-13-

attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void. No such right or benefit shall be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of any person entitled to such right or benefit, and no such right or benefit shall be subject to garnishment, attachment, execution, or levy of any kind.

If a Participant or Beneficiary becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge such right or benefit, or if the right or benefit to which such person may be entitled is held by any court to be subject to garnishment, attachment, execution, or levy of any kind, then in the discretion of the Administrator such right or benefit shall cease and terminate and the same shall be held or applied, in whole or in part, to or for the benefit of such Participant or Beneficiary (or children or other dependents thereof) or any of them, in such manner and in such proportion as the Administrator shall deem proper. Any payment so made or applied shall be conclusively deemed to have been made for the benefit of such Participant or Beneficiary.

(h) Miscellaneous. (1) Payment on Behalf of Incompetent Participants or Beneficiaries. If the Administrator determines that any Participant or Beneficiary to whom a benefit is payable under the terms of the Plan is unable to care for his or her affairs because of illness, accident, or mental or physical incompetency, the Administrator may cause the payments due to such Participant or Beneficiary to be paid to another person for the benefit of such Participant or Beneficiary. Any such payment shall be deemed a payment to the Participant or Beneficiary and shall operate as a complete discharge of all liability of the Plan with respect to such payments.

(2) Mailing and Lapse of Payments. All payments under the Plan shall be delivered in person or mailed to the last address supplied to the Administrator by the Participant or Beneficiary, as the case may be. If after reasonable inquiry the Administrator cannot locate the person entitled to the Plan benefits, then payment of such benefits shall be suspended. If such person is thereafter located, however, then such suspension shall cease and the person shall be entitled to receive all benefits he or she would otherwise have been entitled to receive under the Plan but for such suspension, but without interest thereon.

(3) Overpayment. If the benefits paid to any person exceed the benefits to which the person was actually entitled, then future benefits shall be reduced in such manner as the Administrator deems appropriate or, if such reduction is not possible, the Administrator may undertake such actions as it deems reasonable to recover the excess.

(4) Address and TIN. Each Participant or Beneficiary shall be responsible for furnishing the Administrator with his or her correct current address and taxpayer identification number.

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financial future for years well beyond the time the individual leaves. Therefore, in consideration of the extension of the Plan to an Eligible Employee, he or she agrees that (i) after Termination of Employment he or she shall not (directly or indirectly), without the Company's prior written consent, use or disclose to any other person any confidential information or data concerning the Company or other Group members or former Group members, and (ii) for a period of three (3) years from Termination of Employment he or she shall not (directly or indirectly) and without the Company's prior written consent:

(1) own, manage, control, participate in, consult with or render services of any kind for any concern which engages in a business which is competitive with any business being conducted, or contemplated being conducted, by the Group as of the date of Termination of Employment;

(2) become an employee or agent of any publicly traded corporation or other entity, or any division or subsidiary of such a corporation or entity, where more than 5% of such organization's business is in competition with any business being conducted, or contemplated being conducted, by the Group as of the date of Termination of Employment, unless the annual sales of such organization do not exceed $40 million;

(3) participate in any plan or attempt to acquire the business or assets of the Group or control of the voting stock of any member thereof, or in any manner interfere with the control of the Company, whether by friendly or unfriendly means; or

(4) induce or attempt to induce any individual to leave the employ of the Company or other Group member or hire any such individual who approaches him or her for employment.

If at the time of enforcement of the terms of this Section 6, a court shall hold that the duration, scope or area of restriction stated herein are unreasonable under the circumstances then existing, the Eligible Employee agrees that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope, or area.

(b) Forfeiture and Other Remedies. Upon any breach of the covenants described in this Section, all benefits then due under the Plan (and all benefits which otherwise would be due under the Plan in the future) to the Eligible Employee or his or her beneficiaries shall be forfeited. The covenants described in this Section run in favor of and shall be enforceable by the Company or its assigns. The Company shall be entitled to all legal and equitable remedies to prevent, cure and compensate for a breach of the covenants described herein, without posting of bond, and all such remedies shall be in addition to such forfeiture. By accepting coverage under the Plan, each Eligible Employee acknowledges and agrees that his or her breach or breach of the covenants described in this Section 6 will result in irreparable harm to the Company. Therefore, to remedy or prevent such a breach the Company shall be entitled to enjoin the Eligible Employee from taking or failing to take such actions as will or which may be reasonably considered to cause such a breach, including an injunction to prevent the Eligible Employee from breaching the terms of this
Section 6.

SECTION 7. FUNDING AND PAYMENT OF BENEFITS. (a) General. Except as expressly provided herein, the Plan is an unfunded deferred compensation arrangement. No Group member

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shall establish or is required to establish any trust to fund benefits provided under the Plan, and no such member shall establish or is required to establish any type of earmarking or segregation of its assets to provide for such benefits. In the event of default of a Group member's obligations hereunder, each Participant and his or her beneficiaries shall have no greater entitlements or security than does a general creditor of the Group member.

(b) Employer Company. Except as otherwise expressly provided herein, the Employer Company shall pay or provide for the payment of benefits hereunder. If the Employer Company does not timely pay such benefits, then, except as described in subsection (c) immediately following, the sole recourse of the claimant Participant or Beneficiary is against such Employer Company and no other member of the Group shall be responsible to pay or provide for the payment of such benefits or liable for the nonpayment thereof.

(c) Company Assumption of Liability. Under the following circumstances, the Company shall assume and be responsible for the payment of benefits hereunder even though it is not the Employer Company:

(i) the Employer Company is not participating in the Plan as of the date benefits hereunder are scheduled to commence to a Participant or his or her beneficiaries;

(ii) the Employer Company does not timely pay or provide for the payment of benefits hereunder and such failure is not corrected within thirty (30) days; or

(iii) the Participant has a Termination of Employment due to a sale of the stock (or rights analogous to stock) or assets of a Group member, and the Participant has earned a non-forfeitable Retirement Benefit (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual) on or before the date of such termination.

The Company's obligation under paragraph (i) immediately preceding shall cease when the Employer Company agrees to participate in the Plan. The Company's obligation under paragraph (ii) immediately preceding shall cease when the Employer Company is current on its payment of benefits. The Company's obligation under paragraph (iii) immediately preceding shall not come into effect (or if previously effective, shall cease) as of the date the person who purchased such stock or assets, or a person who controls such person, agrees in writing to assume the liability for the benefits the Participant has then earned hereunder; provided, however, that upon a Change in Control the Company, any person in control of the Company, and the Employer Company if not the Company, shall be jointly and severally responsible for payment of benefits hereunder regardless of the other provisions of this Section 7 and the assumption of such liability by another person shall not discharge the Company, any person in control of the Company, and such Employer Company from liability hereunder.

-16-

by the Administrator. By agreeing to join in the Plan, each Group member agrees to pay or provide for the payment of benefits hereunder to those Participants and their beneficiaries with respect to whom such member is the Employer Company. No such member, other than the Company, shall have any power or authority to terminate, amend, administer, modify, or interpret the Plan, all such powers being reserved to the Administrator and the Committee.

SECTION 8. DEFAULT. Should the Employer Company (and the Company to the extent provided for in Section 7(c)) fail to pay when due any benefit under the Plan to or with respect to a Participant or Beneficiary and such failure to pay continues for a period of sixty (60) days from receipt of a written notice of nonpayment from the affected Participant or Beneficiary, the Employer Company (and the Company to the extent provided in Section 7(c)) shall be in default hereunder and shall pay to the Participant or Beneficiary the benefits past due and the reasonable costs of collection of any such amount, including reasonable attorney's fees and costs; provided, however, if the Administrator in good faith disputes the amount of such benefit due or whether a person is entitled to such a benefit, then to the extent and duration of such a dispute the Employer Company (and the Company to the extent provided for in Section 7(c)) shall not be considered in default hereunder; provided further, however, a Participant for whom a KEESA becomes operative due to a Change in Control, and regardless of whether such Participant incurs a Covered Termination, shall be entitled to payment or reimbursement of such costs of collection as provided under Section 13(g).

SECTION 9. ADMINISTRATION OF THE PLAN. (a) General. The Company, through its designated officers and agents, shall be the Administrator and thereby handle the day-to-day administration of the Plan and such other administrative duties as are allocated to the Administrator under the Plan. All such administrative duties and powers shall be performed by and rest in the Company's Vice President of Human Resources (or persons designated by such Vice President). Except as otherwise provided under the Plan, the Administrator shall:

(1) determine the rights and benefits of individuals and other persons under the Plan;

(2) interpret, construe, and apply the provisions of the Plan;

(3) process and direct the payment of Plan benefits;

(4) adopt such forms as it deems appropriate or desirable to administer the Plan and pay benefits thereunder; and

(5) adopt such rules and procedures as it deems appropriate or desirable to administer the Plan.

(b) Committee. The Committee shall exercise such powers as are allocated to it under the Plan and shall be empowered to direct other persons as to Plan administration, and its directions shall be followed to the extent consistent with the powers delegated to the Committee and not otherwise contrary to the provisions of the Plan.

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Company shall indemnify and hold harmless the members of the Committee and the Company's officers and employees, and the officers and employees of another Group member, from any liability with respect to the performance of their duties under the Plan, unless such duties were performed fraudulently or in bad faith. Such indemnification shall cover any and all reasonable attorneys' fees and expenses, judgments, fines and amounts paid in settlement, but only to the extent such amounts are (i) actually and reasonably incurred, (ii) not otherwise paid or reimbursable under an applicable employer paid insurance policy, and
(iii) not duplicative of other payments made or reimbursements due by the Company or its affiliates under other indemnity agreements.

SECTION 10. EFFECT OF KEESA. If a Participant has entered into a KEESA and such Participant incurs a Covered Termination, then as or with respect to that Participant:

(i) notwithstanding the provisions of Section 6, the scope or duration (or both) of such Participant's covenants under
Section 6 shall be no greater or longer than similar covenants provided for in such Participant's KEESA and, to the extent there are no such similar covenants in such Participant's KEESA, then Section 6 shall be void and of no force and effect; and

(ii) in the case of any conflict between the terms and provisions of this Plan and the terms and provisions of such Participant's KEESA, the terms of such Participant's KEESA shall control to the extent more beneficial to such Participant, and the obligations of the Company under such KEESA shall be in addition to any of its obligations under the Plan.

SECTION 11. AMENDMENT OR TERMINATION. (a) General. This Plan may be terminated or amended, in whole or in part, at any time by written resolution of the Board of Directors of the Company. Any such action may apply to the Plan as a whole, or any individual Participant or group of Participants. Except as provided in Section 11(b) and (c), any such action may reduce or eliminate (retroactively or prospectively, or both) any benefits under the Plan that otherwise would be payable but for such action.

(b) Limitation on Power to Amend or Terminate. (1) Vested Participants. As to any Participant who has earned a non-forfeitable Retirement Benefit (determined without regard to Section 6) before the date the Plan is amended or terminated (or, if later, before the date such action is effective), no such amendment or termination shall (without the specific written consent of the Participant):

(i) reduce the Retirement Benefit earned by the Participant;

(ii) reduce the amount of Plan benefits then being paid to a Participant or change the form in which such benefits are being paid; or

(iv) terminate, amend, or otherwise change the liability of the Company, Employer Company, or other person to pay or provide for the payment of Retirement Benefits protected under clauses
(i) and (ii) immediately preceding.

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(i) reduce the amount of Plan benefits to which such Beneficiary is entitled or change the form in which benefits are payable; or

(ii) terminate, amend, or otherwise change the liability of the Company, Employer Company, or other person to pay or provide for the payment of benefits protected under clause (i) immediately preceding.

(c) Change in Control. In addition to the limitations described in
Section 11(b), upon a Change in Control for which a Participant's KEESA becomes operative and under which a Covered Termination has or may occur, then without the specific written consent of the Participant (or Beneficiary in the event of the Participant's death), the Plan as in existence immediately prior to the Change in Control may not be (directly or indirectly) terminated, amended, or otherwise changed in any respect during the three year period beginning with the date of the Change in Control, but only with respect to such individual. The prohibition herein described shall apply to any action which affects or is intended to affect the terms and provisions of the Plan as then in effect during such three year period, regardless of when made or effective.

(d) Continuation of Plan Provisions. To the extent that any Plan benefits, and rights and obligations allocable thereto, are protected under
Section 11(b) and (c), then as to the persons described in Section 11(b) and (c) the Plan shall continue in force and effect, as if no such amendment or termination had occurred, until such benefits are fully paid or fully provided for to such persons.

SECTION 12. CLAIMS. (a) Filing Claims. A Participant or Beneficiary (or a person who in good faith believes he or she is a Participant or Beneficiary,
i.e., a "claimant") who believes he or she has been wrongly denied benefits under the Plan may file a written claim for benefits with the Administrator. Although no particular form of written claim is required, no such claim shall be considered unless it provides a reasonably coherent explanation of the claimant's position.

(b) Decision on Claim. The Administrator shall in writing approve or deny the claim within sixty (60) days of receipt, provided that such sixty (60) day period may be extended for reasonable cause by notifying the claimant. If the claim is denied, in whole or in part, the Administrator shall provide notice in writing to the claimant, setting forth the following:

(1) the specific reason or reasons for the denial;

(2) a specific reference to the pertinent Plan provisions on which the denial is based;

(3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material is necessary; and

(4) the steps to be taken if the claimant wishes to appeal the decision to the Committee.

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(c) Appeal of Denied Claim. (1) Filing Appeals. A claimant whose claim has been denied in whole or in part may appeal such denial to the Committee by filing a written appeal with the Administrator within sixty (60) days of the date of the denial. A decision of the Administrator which is not appealed within the time herein provided shall be final and conclusive as to any matter which was presented to the Administrator.

(2) Rights on Appeal. A claimant (or a claimant's duly authorized representative) who appeals the Administrator's decision shall, for the purpose of preparing such appeal, have the right to review any pertinent Plan documents, and submit issues and comments in writing to the Committee.

(d) Decision by Appeals Committee. The Committee shall make a final and full review of any properly appealed decision of the Administrator within sixty
(60) days after receipt of the appeal, provided that such period may be extended for reasonable cause by notifying the claimant. The Committee's decision shall be in writing and shall include specific reasons for its decisions and specific references to the pertinent Plan provisions on which its decision is based.

SECTION 13. MISCELLANEOUS. (a) Employer's Rights. The right of a Group member to discipline or discharge employees or to exercise rights related to the tenure of employment shall not be adversely affected in any manner by reason of the existence of the Plan or any action hereunder.

(c) Withholding of Taxes. All benefits earned under the Plan or the payment of such benefits, as the case may be, shall be subject to withholding for federal, state, local and other taxes as required by law. If and to the extent any such withholding is required before such benefits are paid to the Participant or Beneficiary, such withholdings shall be made from amounts otherwise payable to such person by a Group member (e.g., salary). If no such other amounts are available to satisfy such withholdings, and to the extent the Group member pays such withholdings, then notwithstanding the provision of
Section 5(g) the withholdings so paid by the Group member (with reasonable interest thereon as determined by the Administrator) may be offset against benefits otherwise payable under the Plan.

(d) Computational Errors. In the event mathematical, accounting, actuarial or other errors are made in administration of the Plan due to mistakes of facts, the Administrator may make equitable adjustments, which may be retroactive, to correct such errors. Such adjustments shall be conclusive and binding on all Participants and Beneficiaries.

(e) Choice of Law. To the extent not preempted by ERISA or any other federal statute, the construction and interpretation of the Plan shall be governed by the laws of the State of Minnesota.

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(f) Savings Clause. Should any valid federal or state law or final determination of any agency or court of competent jurisdiction affect any provision of this Plan, the Plan provisions not affected by such determination shall continue in full force and effect.

(g) Change in Control. A Participant for whom a KEESA becomes operative due to a Change in Control, and regardless of whether such Participant incurs a Covered Termination, shall be entitled to adjudicate any dispute regarding his or her benefits or rights and entitlements under the Plan, after compliance to the extent necessary with the claim procedures under Section 12, in the forums and venues as provided in Section 22 of the KEESA, and shall be entitled to payment or reimbursement of costs and expenses related to such adjudication as provided in Section 15 of the KEESA.

(h) Application of Amendment. This amended and restated Plan document applies with respect to individuals who are Participants on or after August 23, 2000.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby approve the form and content of this amended and restated Plan document.

Dated:
      ------------------------------   -----------------------------------------
                                       Louis L. Ainsworth
                                       Senior Vice President and General Counsel
                                       of Pentair, Inc.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby execute the foregoing document for and on behalf of Pentair, Inc. effective as of August 23, 2000.

PENTAIR, INC.

Dated:                                 By:
      ------------------------------      --------------------------------------
                                          Its:
                                              ----------------------------------

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APPENDIX A

ARTICLE 1. GENERAL. The supplemental retirement benefit, and benefits related thereto, described in this Appendix A are in addition to the benefits payable under the Plan apart from this Appendix A. Except as provided in this Appendix A or as necessary and appropriate to implement its provisions, all Plan provisions apart from this Appendix A shall apply to the benefits described herein (e.g., determination of a Beneficiary and the amount or portion payable to such Beneficiary; the covenants described in Section 6).

ARTICLE 2. PARTICIPANTS AND APPENDIX A BENEFITS. (a) General. The Participants who may be entitled to the supplemental retirement benefit described in this Appendix A and the amount of such benefit are as described below.

Name of Participant                    Supplemental Retirement Benefit
-------------------                    -------------------------------
Richard J. Cathcart                $803.00 per month for each Year of Service
G. Robert Gey                      $103.00 per month for each Year of Service
Delton D. Nickel                   $256.00 per month for each Year of Service
James A. White                     $100.00 per month for each Year of Service

(b) Year of Service. (1) General. For purposes of applying the benefit formula described immediately above, a Year of Service means a calendar year ending December 31, beginning with the calendar year ending December 31, 1999 and each anniversary thereof, for which the individual completes 1,000 Hours of Service as an Eligible Employee. For this purpose, an individual who becomes Disabled shall be considered to have completed 1,000 Hours of Service as of each such December 31 during the Disability period, and an individual who has a Termination of Employment as an Eligible Employee due to death shall be considered to have completed 1,000 Hours of Service for the calendar year of death.

(2) Service Upon a Covered Termination. If a Participant, described in Article 2(a) immediately preceding, has entered into a KEESA and such Participant incurs a Covered Termination, the supplemental retirement benefit described in this Appendix A as to such Participant shall be no less than the amount determined as if the Participant completed a Year of Service for each calendar year after 1999 and ending with, but including, the calendar year in which he attains or would attain age sixty-two (62).

(c) Non-Forfeitable Interest. (1) General. The supplemental retirement benefit described in this Appendix A shall be forfeited if the Participant has a Termination of Employment or otherwise ceases to be an Eligible Employee before attaining age sixty (60), regardless of the Participant's non-forfeitable rights to other benefits under the Plan.

(2) Exceptions. A Participant shall be considered to have attained age sixty (60) for purposes of applying paragraph (1) immediately preceding, if he has a Termination of Employment by reason of an event or circumstance by which he would be deemed to have completed the service necessary to have a non-forfeitable interest in his Retirement Benefit (e.g.,

death in service as an Eligible Employee) determined without regard to the forfeiture provisions of Section 6(b) unless such section has been actually enforced as to such Participant.

(d) Supplemental Retirement Benefit Described. The supplemental retirement benefit described in this Appendix A is a monthly benefit, commencing as of the Benefit Commencement Date and payable for a term certain of one hundred eighty (180) consecutive months. Assuming the Participant is otherwise entitled to receive such benefit, the commencement date and form (i.e., the Normal Form of Benefit or the Joint and Survivor Annuity and related actuarial factors by which the Normal Form of Benefit is converted to the Joint and Survivor Annuity) in which such supplemental retirement benefit is paid shall be the same as the Participant's Retirement Benefit apart from this Appendix A, and all relevant elections and revocations related to such Retirement Benefits shall apply to the supplemental retirement benefit described herein. To account for the fact this Appendix A supplemental benefit is already expressed as a one hundred eighty (180) month term certain annuity whereas the Retirement Benefit apart from this Appendix A payable in the Normal Form of Benefit is derived under a formula which starts with the Pension Amount, the amount of such supplemental monthly retirement benefit shall be adjusted if the Participant survives to the Benefit Commencement Date by the appropriate factor set forth in Table 1 to reflect the period, if any, beginning on the first day of the calendar month in which the Termination of Employment occurred and ending on the Benefit Commencement Date.

(e) Death Before Benefit Commencement Date. If a Participant described in this Appendix A dies before his Benefit Commencement Date and at the time, or as a result, of his death such Participant had a nonforfeitable interest in the supplemental retirement benefit described herein (determined without regard to the forfeiture provisions of Section 6(b) unless such section has been actually enforced as to such Participant), a death benefit shall be paid to such Participant's Beneficiary in addition to the death benefit payable under Section 4 with respect to such Participant. The commencement date and form of such death benefit shall be the same as the death benefit payable under Section 4, and the amount of the death benefit provided by this Appendix A shall be the supplemental retirement benefit earned hereunder as of such Participant's death, adjusted in a manner consistent with Section 4 to account for the fact such supplemental retirement benefit is already expressed as a one hundred eighty
(180) month term certain annuity.

SCHEDULE 1

NAME OF PARTICIPANT                  BENEFIT SERVICE DATE                    PARTICIPATION DATE
-------------------                  --------------------                    ------------------
Cathcart, Richard                         03/06/1995                             01/01/1999
Gey, Bob                                  08/01/1992                             01/01/1999
White, James                              12/01/1991                             01/01/1999
Fernandez, Jorge                          09/01/1997                             01/01/1999
Schroepfer, Mark                          02/01/1996                             01/01/1999
Nickel, Del                               10/01/1996                             01/01/1999
Ainsworth, Louis                          07/01/1997                             01/01/1999
Danko, George                             10/13/1997                             01/01/1999
Bentson, Steve                            11/01/1996                             01/01/1999
Knutson, Deb                              09/01/1994                             01/01/1999
Hogan, Randy                              03/16/1998                             01/01/1999
Durant, Karen                             09/01/1997                             01/01/1999
Schrock, Michael                          01/01/1999                             01/01/1999
Harrison, David D.                        02/14/1997                             02/14/2000

Effective as of August 23, 2000

SCHEDULE 2

Winslow H. Buxton

Joseph R. Collins

Nevin J. Craig

Fred C. Lavender

Roy T. Rueb

SCHEDULE 3

ITEMS INCLUDED

Base salary or wages, including such salary or wages deferred at the election of an individual under the Pentair, Inc. Non-Qualified Deferred Compensation Plan

401(k) plan before-tax and after-tax employee contributions

Section 125 plan (flexible benefit plan) pre-tax employee contributions

Pentair, Inc. Employee Stock Purchase and Bonus Plan employer bonus contributions

Pentair, Inc. Management Incentive Plan bonus, including such bonus deferred at the election of an individual under the Pentair, Inc. Non-Qualified Deferred Compensation Plan

Holiday pay

Sick leave pay

Bereavement pay

Jury duty pay

Military pay

Gain-sharing payments

Profit-sharing payments

Short-term disability benefits

Perquisites

ITEMS EXCLUDED

Cash payments made and property or rights in property other than cash granted under or pursuant to the Pentair Omnibus Stock Incentive Plan

Special awards under the Pentair, Inc. Management Incentive Plan

Severance pay

Moving expense reimbursements

Employee business expense reimbursements

Tuition reimbursement

Adoption assistance payments

Computer hardware and software purchase reimbursements

Special cash awards

Foreign duty pay enhancements

Except as expressly provided in the column immediately to the left, amounts contributed to (e.g., deferred salary) or received under or pursuant to non-qualified deferred compensation arrangements including, but not limited to, the Pentair, Inc. Non-Qualified Deferred Compensation Plan

Except as expressly provided in the column immediately to the left, all contributions (other than after-tax employee contributions) to and all benefits received under a tax-qualified plan

Effective as of August 23, 2000

TABLE 1

TABLE 2

CONVERSION FACTORS FROM 180 MONTH TERM CERTAIN ANNUITY
TO JOINT AND 100% SPOUSAL SURVIVOR ANNUITY

In applying this Table 2, Participant and Spouse ages shall be based upon attained age in whole years as of the Benefit Commencement Date.

TABLE OF CONTENTS

1.       NAME OF PLAN.............................................................................................1

2.       GENERAL DEFINITIONS......................................................................................1

3.       PARTICIPATION, VESTING AND BENEFIT SERVICE, AND RULES GOVERNING THE CREDITING
         OF SERVICE, DISABILITY AND THE DETERMINATION OF COMPENSATION AND FINAL
         AVERAGE COMPENSATION.....................................................................................5

         (a)      Participation...................................................................................5
         (b)      Vesting.........................................................................................6
         (c)      Benefit Service.................................................................................6
         (d)      Service Credits.................................................................................7
         (e)      Disability......................................................................................8
         (f)      Compensation...................................................................................10

4.       PAYMENTS IN THE EVENT OF DEATH BEFORE THE BENEFIT COMMENCEMENT DATE.....................................10

         (a)      General........................................................................................10
         (b)      Vested Participant.............................................................................10
         (c)      Amount and Commencement of Benefit.............................................................11
         (d)      Beneficiary....................................................................................11

5.       PAYMENT OF RETIREMENT BENEFITS..........................................................................11

         (a)      Application....................................................................................11
         (b)      Benefit Commencement Date......................................................................11
         (c)      Form of Retirement Benefit.....................................................................12
         (d)      Re-Employment after Commencement of Benefits...................................................12
         (e)      Normal Form of Benefit and Death Before End of 180 Month Period................................13
         (f)      Beneficiary....................................................................................13
         (g)      Non-Alienation.................................................................................14
         (h)      Miscellaneous..................................................................................14

6.       CONFIDENTIALITY, COVENANTS NOT TO COMPETE, AND NON-SOLICITATION.........................................15

         (a)      General........................................................................................15
         (b)      Forfeiture and Other Remedies..................................................................16

7.       FUNDING AND PAYMENT OF BENEFITS.........................................................................16

         (a)      General........................................................................................16
         (b)      Employer Company...............................................................................16
         (c)      Company Assumption of Liability................................................................17
         (d)      Participation by Other Group Members...........................................................17

8.       DEFAULT.................................................................................................17

9.       ADMINISTRATION OF THE PLAN..............................................................................18

         (a)      General........................................................................................18
         (b)      Committee......................................................................................18
         (c)      Indemnity......................................................................................18

10.      EFFECT OF KEESA.........................................................................................19

11.      AMENDMENT OR TERMINATION................................................................................19

         (a)      General........................................................................................19
         (b)      Limitation on Power to Amend or Terminate......................................................19
         (c)      Change in Control..............................................................................20
         (d)      Continuation of Plan Provisions................................................................20

12.      CLAIMS..................................................................................................20

         (a)      Filing Claims..................................................................................20
         (b)      Decision on Claim..............................................................................20
         (c)      Appeal of Denied Claim.........................................................................20
         (d)      Decision by Appeals Committee..................................................................21

13.      MISCELLANEOUS...........................................................................................21

         (a)      Employer's Rights..............................................................................21
         (b)      Interpretation.................................................................................21
         (c)      Withholding of Taxes...........................................................................21
         (d)      Computational Errors...........................................................................21
         (e)      Choice of Law..................................................................................21
         (f)      Savings Clause.................................................................................21
         (g)      Change in Control..............................................................................22
         (h)      Application of Amendment.......................................................................22

APPENDIX A

SCHEDULE 1

SCHEDULE 2

SCHEDULE 3

TABLE 1

TABLE 2

EXHIBIT 10.3

PENTAIR, INC.

RESTORATION PLAN

AS AMENDED AND RESTATED EFFECTIVE AUGUST 23, 2000

PENTAIR, INC.
RESTORATION PLAN

SECTION 1. NAME OF PLAN. This plan shall be known as the Pentair, Inc. Restoration Plan.

(1) "ADJUSTMENT FACTOR" is the factor used in adjusting the Pension Amount to reflect the period of time between the date a Participant has a Termination of Employment and his or her Benefit Commencement Date. The Adjustment Factor shall be the same adjustment factor applicable to such Participant under the SERP.

(2) "ADMINISTRATOR" is the Company.

(3) "BENEFICIARY" is a person entitled to receive benefits, if any, payable under the Plan after a former Participant's death.

(4) "BENEFIT COMMENCEMENT DATE" is the first day of the first calendar month as of which a Participant's Retirement Benefit is payable and shall be the same date as the Participant's benefit commencement date under the SERP.

(5) "BENEFIT SERVICE" is the number of Years of Service, beginning with the calendar year which includes the individual's Benefit Service Date, during which an individual completes 1,000 Hours of Service as an Eligible Employee.

(6) "BENEFIT SERVICE DATE" is the date from and after which an individual may earn Benefit Service, and shall be the same date as an individual's benefit service date under the SERP.

(7) "BENEFIT SERVICE PERCENTAGE" is the sum of the percentages for each Year of Benefit Service completed, with the percentage for each such year determined as described below and dependent upon the individual's age in whole years as of the first day of the calendar year in which that Year of Benefit Service is completed.

Attained Age in Whole Years
 at Beginning of Relevant
  Year of Benefit Service                                       Percentage
  -----------------------                                       ----------
         < 25                                                        4%
     > 25 and < 35                                                 5.5%
     -
     > 35 and < 45                                                   7%
     -
     > 45 and < 55                                                   9%
     -
         > 55                                                       12%
         -

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Example: Employee A, date of birth January 25, 1954, has a Benefit Service Date of May 1, 1999. Employee A remains an Eligible Employee and completes 1,000 Hours of Service in each calendar year from and including 1999 through 2010. Employee A retires on March 1, 2011 and does not complete 1,000 Hours of Service in that year. Employee A's Benefit Service Percentage is 109% computed as follows:

 Year of Benefit Service              Percentage
 -----------------------              ----------
           1999                             7%
2000 - 2009, inclusive                     90%
           2010                            12%
                                         -----
                            Total         109%

(8) "CHANGE IN CONTROL" is a change in control of the Company as defined in the KEESA.

(9) "CODE" is the Internal Revenue Code of 1986, as amended.

(10) "COMMITTEE" is the Compensation and Human Resources Committee of the Board of Directors of the Company.

(11) "COMPANY" is Pentair, Inc., a Minnesota corporation.

(12) "COMPENSATION" is any item or class of remuneration or part thereof listed or described in the left-hand column of Schedule 1 and not any such items listed or described in the right-hand column of Schedule 1. In the event a remuneration item is not listed or described in Schedule 1, the Administrator shall determine whether such item is included or excluded from Compensation by taking into account the nature of the item and its similarity to an item which is so listed.

(13) "CONVERSION FACTOR" is the factor used to convert the Pension Amount into the Normal Form of Benefit, and shall be the same as the conversion factor under the SERP.

(14) "COVERED COMPENSATION" is Final Average Compensation reduced by
Section 401(a)(17) Compensation.

(15) "COVERED TERMINATION" is a covered termination, as defined in the KEESA, which entitles a Participant to a termination payment pursuant to Sections 8 and 9(a) of the KEESA.

(16) "DISABLED" OR "DISABILITY" is a physical or mental condition, resulting from sickness or injury, other than an injury which is self-induced, which would entitle the Participant to permanent and total disability benefits under the Company's long-term disability plan (regardless of whether the Participant is covered by such plan).

(17) "EFFECTIVE DATE" of the Plan is January 1, 1999; the effective date of this amended and restated Plan document is August 23, 2000.

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(18) "ELIGIBLE EMPLOYEE" is an individual who is an eligible employee under the SERP.

(19) "EMPLOYER COMPANY" is the Group member which employs a Participant as of the date the Participant has a Termination of Employment.

(20) "ERISA" is the Employee Retirement Income Security Act of 1974, as amended.

(21) "FINAL AVERAGE COMPENSATION" is the average Compensation determined by averaging Compensation in those five (5) consecutive calendar years out of the last ten (10) consecutive calendar years, ending with the calendar year which ends coincident with or immediately preceding the date the Participant has a Termination of Employment or otherwise ceases to be an Eligible Employee, whichever occurs first, for which the average Compensation is the highest.

(22) "GROUP" is the Company and any other corporation, business trust, partnership, joint venture, limited liability company, or other legal entity, in which the Company owns (directly or indirectly) fifty percent (50%) or more of the voting stock or rights analogous to voting stock. Any such other corporation, business trust, partnership, joint venture, limited liability company, or other legal entity shall be considered a member of the Group only for the period such ownership exists.

(23) "HOUR OF SERVICE" has the meaning provided in Section 3(d)(1).

(24) "JOINT AND SURVIVOR ANNUITY" is a monthly annuity (rounded to the nearest whole dollar amount) commencing as of the Participant's Benefit Commencement Date, which is the actuarial equivalent (determined by applying the factors set forth in Table 2 of the SERP) of the Participant's Normal Form of Benefit commencing as of the same date, under which the last monthly payment is made for the month in which the Participant dies or, if the Participant is survived by the Spouse to whom the Participant was married on the Benefit Commencement Date, the month in which such surviving Spouse dies, and under which the monthly benefit payable to such Spouse surviving is equal to the monthly benefit payable during the life of the Participant.

(25) "KEESA" is the Key Executive Employment and Severance Agreement between the Company and key executives, as approved by the Company's board of directors effective August 23, 2000.

(26) "NORMAL FORM OF BENEFIT" is a monthly annuity, commencing as of the Participant's Benefit Commencement Date, payable for a term certain of one hundred eighty (180) consecutive

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months, and shall be determined by dividing the Participant's Pension Amount by the Conversion Factor, with such monthly annuity rounded to the nearest whole dollar amount.

(27) "PARTICIPANT" is an Eligible Employee who has become a participant under the SERP. Once an individual becomes a Participant, he or she shall remain a Participant, except as provided in Section 3, until the first to occur of his or her death and Termination of Employment for a reason other than death; provided, however, if the individual has a non-forfeitable right to a Retirement Benefit as of the date he or she has such a Termination of Employment (determined without regard to the forfeiture provision of Section 6(b) unless such section has been actually enforced as to such individual), then absent death the individual shall remain a Participant until the individual has received his or her entire Retirement Benefit or the Retirement Benefit has been forfeited as provided for in Section 6(b).

(28) "PARTICIPATION DATE" is an Eligible Employee's participation date under the SERP.

(29) "PENSION AMOUNT" is an amount equal to the Participant's Covered Compensation multiplied by his or her Benefit Service Percentage, with such amount then multiplied by the Adjustment Factor if the Participant survives to his or her Benefit Commencement Date.

(30) "PENSION PLAN" is the Pentair, Inc. Pension Plan.

(31) "PLAN" is the retirement plan herein described. When this term is modified by or with reference to a certain date (e.g., Plan as in effect before year XXXX), it shall refer to the Plan as described in the Plan document in effect for the period referenced.

(32) "RETIREMENT BENEFIT" is the Plan monthly retirement benefit payable under the Normal Form of Benefit or the Joint and Survivor Annuity.

(33) "SECTION 401(a)(17) COMPENSATION" is the amount which would constitute Final Average Compensation if the determination of Final Average Compensation was limited by the provisions of Code section 401(a)(17) (or any successor provision thereto). Except as modified pursuant to the Administrator's discretion as provided for under Section 3(f)(2), for this purpose Code section 401(a)(17) shall be applied as under the Pension Plan, regardless of whether the Participant concerned is covered by the Pension Plan or any other tax-qualified defined benefit plan sponsored by a Group member.

(34) "SERP" is the Pentair, Inc. 1999 Supplemental Executive Retirement Plan as amended and restated effective August 23, 2000, but without regard to Appendix A thereto. A later amendment to such plan shall not be considered hereunder (i.e., references herein to the SERP shall be to such plan as in effect before the amendment) unless and until such amendment is specifically made applicable to the Plan by the Committee.

(35) "SPOUSE" is an individual, of a sex opposite to that of a Participant, whose marriage to a Participant is recognized under the laws of the United States (or one of the United States) or any other generally recognized jurisdiction.

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(36) "TERMINATION OF EMPLOYMENT" is any event by which there is no longer an employer-employee relationship between any Group member and an individual, including such termination caused by the individual's retirement, resignation, dismissal, death, or Disability; provided, however, in the event of Disability for purposes of the Plan the date of Termination of Employment shall be as determined under Section 3(e).

(37) "YEAR OF SERVICE" is a calendar year in which an individual completes 1,000 Hours of Service.

SECTION 3. PARTICIPATION, VESTING AND BENEFIT SERVICE, AND RULES GOVERNING THE CREDITING OF SERVICE, DISABILITY AND THE DETERMINATION OF COMPENSATION AND FINAL AVERAGE COMPENSATION. (a) Participation. (1) General. The primary purpose of the Plan is to provide supplemental retirement benefits to Eligible Employees to reflect the loss of pension benefits under tax-qualified defined benefit plans sponsored by a member or members of the Group due to the provision of Code section 401(a)(17). It is intended that the employees covered by the Plan constitute a select group of management or highly paid employees, within the meaning of ERISA section 201(2), of the Group. Except as provided in
Section 3(d)(6), in the event an individual who is not within such a select group becomes covered by the Plan, then notwithstanding any Plan provision to the contrary such individual's participation in the Plan shall immediately cease and retroactively he or she shall be treated as never having been covered by the Plan.

Because the Plan is described in ERISA section 201(2), and other ERISA provisions corresponding thereto, certain provisions of ERISA do not apply to it and the benefits earned thereunder, including the provisions of Parts 2, 3, and 4 of Title I of ERISA relating to participation and vesting, funding, and fiduciary responsibilities, respectively. In addition, the Plan is not a tax-qualified plan under the Code, and thus the Plan and benefits paid hereunder are not subject to certain rules which apply to benefits payable under such qualified plans, including the manner in which a Participant's or Beneficiary's Plan benefits are subject to income tax.

(2) Repeal of Code Section 401(a)(17). Notwithstanding any other provision of the Plan to the contrary, if Code section 401(a)(17) is repealed and no similar or corresponding provision is immediately enacted to replace it, then until further action by the Committee, if any, the Covered Compensation and Benefit Percentages of each Participant shall be frozen as of the end of the calendar year which includes the effective date of such repeal; provided, however, upon a Change in Control this Section 3(a)(2) shall not apply to a Participant so long as such Participant may incur a Covered Termination with respect to that Change in Control and shall not apply thereafter to a Participant who incurs a Covered Termination with respect to that Change in Control.

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(4) Other Forfeiture. Notwithstanding the foregoing provisions of this Section 3(b) or the number of Years of Service completed or deemed completed, all benefits otherwise payable under the Plan to or with respect to a Participant or former Participant shall be subject to forfeiture to the extent provided in Section 6(b).

(c) Benefit Service. (1) Death. An individual who ceases to be a Participant and incurs a Termination of Employment by reason of death shall be considered to have completed a Year of Service in the year of death for purposes of determining the Benefit Service earned by such individual, regardless of the Hours of Service credited for such year.

(2) Benefit Service Upon a Covered Termination. If a Participant has entered into a KEESA and such Participant incurs a Covered Termination, then immediately before such termination the Participant shall be credited with additional Years of Service for determining Benefit Service equal to the lesser of (i) three (3) and (ii) the greater of (x) seven (7) minus the Benefit Service credited to such Participant under the Plan, determined without regard to this Section 3(c)(2), as of the first day of the Plan Year beginning immediately after such termination and (y) zero (0); provided, however, the Benefit Percentage for each such additional year of service, if any, shall be determined based upon what would be the Participant's attained age in whole years as of January 1 of each calendar year beginning after the date of the Covered Termination corresponding to such additional year of service (e.g., if the Participant, date of birth March 3, 1947, incurs a Covered Termination in the year 2000 and receives three (3) additional years of service hereunder, then the aggregate Benefit Percentage for such years shall be 30% (9% + 9% + 12%). The Benefit Service provided for by this Section 3(c)(2) shall be in addition to a Participant's Benefit Service under the Plan determined without regard to this
Section 3(c)(2).

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(5) Break in Service. Except as determined in the sole discretion of the Committee, if a Participant incurs a Termination of Employment before he or she has a nonforfeitable right to a Retirement Benefit by reason of
Section 3(b)(1) and thereafter returns to employment with a Group member, all service credits earned prior to such termination shall be ignored and, if the individual again becomes a Participant, the individual's service credits under the Plan shall be determined as if he or she had not been previously employed by any Group member.

(6) Transfer. If an individual becomes a Participant and subsequently, and without a Termination of Employment, becomes employed as other than an Eligible Employee, then upon the occurrence of such event the individual shall cease all active participation under the Plan (e.g., he or she will no longer accrue benefits under the Plan). To the extent permitted without causing the Plan to be outside the provisions of ERISA section 202(1), such an individual shall continue to be covered by the Plan with respect to determining his or her vesting rights and for purposes of applying Plan provisions related to the payment of nonforfeitable benefits, except (i) such an individual may not elect a delayed Benefit Commencement Date and (ii) the Adjustment Factor shall be determined as if the Participant had incurred a Termination of Employment as of the date he or she becomes employed as other than an Eligible Employee. If such continued treatment of the individual would cause the Plan to be outside the provisions of ERISA section 202(1), or the Committee in its sole discretion determines that such continuation may have that result, then notwithstanding any other Plan provisions (i) if the individual had a non-forfeitable right (determined without regard to Section (6)(b) unless such section has been actually enforced as to such individual) to a Retirement Benefit as of the date of such transfer, the Pension Amount (determined by applying an Adjustment Factor of one (1)) shall be immediately paid to the individual in a lump sum; provided, however, the Committee, in its sole discretion, may direct that such Pension Amount immediately commence to be paid to the individual in the Normal Form of

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Benefit; and (ii) if the individual had no such non-forfeitable right, he or she shall be treated as described in the last sentence of the first paragraph of
Section 3(a)(1).

(3) Covered Compensation. Except as described in the immediately following paragraph, a Participant's Covered Compensation, determined as of the beginning of the Disability period, shall not change during the Disability period, and if a Disabled Participant recovers from the Disability before attaining age sixty-five (65) and returns to employment as an Eligible Employee, Covered Compensation shall be determined as otherwise provided under the Plan and by assuming the Participant's (x) Compensation during the Disability period was equal to the Participant's Final Average Compensation as of the beginning of the Disability period and (y) Section
401(a)(17) Compensation during the Disability period was equal to the Participant's Section 401(a)(17) Compensation as of the beginning of the Disability period.

Notwithstanding the immediately preceding paragraph, a Disabled Participant's Covered Compensation shall be decreased during the Disability period if and to the extent such Participant's final average compensation or similar amount taken into account under the Pension Plan (or any other tax-qualified defined benefit plan sponsored by a Group member) increases due to the imputation of compensation, during the Disability period and by reason of such disability, for purposes of determining retirement benefits under such plan. In such event, the Participant's Covered Compensation during the Disability period shall be decreased by the same amount by which final average compensation under such other plan is so increased, and clause (y) of the immediately preceding paragraph shall be applied by substituting the phrase "as of the end of the Disability period" for the phrase "as of the beginning of the Disability period."

-8-

(f) Compensation. (1) General. Compensation, Final Average Compensation and Section 401(a)(17) Compensation shall be determined solely with respect to such remuneration earned from and after a Participant's Benefit Service Date and during the period of employment as an Eligible Employee. In the event a Participant is employed with a Group member before becoming an Eligible Employee or, subject to the provisions of Section 3(d)(6), after ceasing to be an Eligible Employee, the Administrator shall determine such compensation allocable to periods of such employment in each capacity in such manner as it deems reasonable in its sole discretion under the circumstances (e.g., allocation of MIP bonuses for the year in which an individual is promoted to an Eligible Employee).

(2) Determination. The amount of Compensation, Final Average Compensation and Section 401(a)(17) Compensation shall be as determined from the books and records of the employing Group member and shall be determined on the basis of when such remuneration is paid to the Participant; provided, however, items of remuneration or portions thereof may be determined on the basis of when the item is earned (in which case the item or portion shall not be again counted when paid) by the Participant if and to the extent the Administrator determines such treatment is appropriate under the circumstances (e.g., including MIP bonuses earned during the final year of employment as Compensation before such bonus is actually paid; including an amount deferred at the election of the Participant as Compensation when it otherwise would have been paid but for such election).

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SECTION 4. PAYMENTS IN THE EVENT OF DEATH BEFORE THE BENEFIT COMMENCEMENT DATE. A pre-retirement death benefit shall be payable under the same events, at the same time, in the same way and to the same persons and in the same proportions, and subject to the same adjustments, terms and conditions as provided for the pre-retirement death benefit payable under Section 4 of the SERP, but solely with respect to the Pension Amount hereunder.

SECTION 5. PAYMENT OF RETIREMENT BENEFITS. A Retirement Benefit shall be payable under the same events, at the same time, in the same way and to the same persons and in the same proportions, and subject to the same adjustments, terms and conditions as provided for the retirement benefit payable under
Section 5 of the SERP, but solely with respect to the Pension Amount hereunder.

SECTION 6. CONFIDENTIALITY, COVENANTS NOT TO COMPETE, AND NON-SOLICITATION. (a) General. Each Eligible Employee acknowledges that as a key executive of the Company or other Group member he or she has become familiar and will continue to be familiar with the trade secrets, know-how, executive personnel, strategies, other confidential information and data of the Group and its members. Each Eligible Employee further acknowledges that the financial security of the Group and the Company's shareholders depends in large part on the efforts of executives like the Eligible Employee, and that a basic premise for the Plan is to compensate such individuals for their efforts in causing the Group to grow and prosper, thereby helping to insure the Group's financial future for years well beyond the time the individual leaves. Therefore, in consideration of the extension of the Plan to an Eligible Employee, he or she agrees that (i) after Termination of Employment he or she shall not (directly or indirectly), without the Company's prior written consent, use or disclose to any other person any confidential information or data concerning the Company or other Group members or former Group members, and (ii) for a period of three (3) years from Termination of Employment he or she shall not (directly or indirectly) and without the Company's prior written consent:

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(4) induce or attempt to induce any individual to leave the employ of the Company or other Group member or hire any such individual who approaches him or her for employment.

SECTION 7. FUNDING AND PAYMENT OF BENEFITS. (a) General. Except as expressly provided herein, the Plan is an unfunded deferred compensation arrangement. No Group member shall establish or is required to establish any trust to fund benefits provided under the Plan, and no such member shall establish or is required to establish any type of earmarking or segregation of its assets to provide for such benefits. In the event of default of a Group member's obligations hereunder, each Participant and his or her beneficiaries shall have no greater entitlements or security than does a general creditor of the Group member.

(c) Company Assumption of Liability. Under the following circumstances, the Company shall assume and be responsible for the payment of benefits hereunder even though it is not the Employer Company:

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(i) the Employer Company is not participating in the Plan as of the date benefits hereunder are scheduled to commence to a Participant or his or her beneficiaries;

(ii) the Employer Company does not timely pay or provide for the payment of benefits hereunder and such failure is not corrected within thirty (30) days; or

(d) Participation by Other Group Members. A member of the Group may join in this Plan by adopting a written resolution of its board of directors, and delivering such resolution to the Administrator. Any Group member, other than the Company, may end its participation under the Plan by a written resolution of its board of directors delivered to the Committee, provided, however, that no such resolution ending participation shall be effective until thirty (30) days after it is received by the Administrator. By agreeing to join in the Plan, each Group member agrees to pay or provide for the payment of benefits hereunder to those Participants and their beneficiaries with respect to whom such member is the Employer Company. No such member, other than the Company, shall have any power or authority to terminate, amend, administer, modify, or interpret the Plan, all such powers being reserved to the Administrator and the Committee.

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Control, and regardless of whether such Participant incurs a Covered Termination, shall be entitled to payment or reimbursement of such costs of collection as provided under Section 13(g).

(1) determine the rights and benefits of individuals and other persons under the Plan;

(2) interpret, construe, and apply the provisions of the Plan;

(3) process and direct the payment of Plan benefits;

(4) adopt such forms as it deems appropriate or desirable to administer the Plan and pay benefits thereunder; and

(5) adopt such rules and procedures as it deems appropriate or desirable to administer the Plan.

(c) Indemnity. No member of the Committee or person acting on behalf of the Administrator shall be subject to any liability with respect to the performance of his or her duties under the Plan or a related document unless he or she acts fraudulently or in bad faith. The Company shall indemnify and hold harmless the members of the Committee and the Company's officers and employees, and the officers and employees of another Group member, from any liability with respect to the performance of their duties under the Plan, unless such duties were performed fraudulently or in bad faith. Such indemnification shall cover any and all reasonable attorneys' fees and expenses, judgments, fines and amounts paid in settlement, but only to the extent such amounts are (i) actually and reasonably incurred, (ii) not otherwise paid or reimbursable under an applicable employer paid insurance policy, and (iii) not duplicative of other payments made or reimbursements due by the Company or its affiliates under other indemnity agreements.

SECTION 10. EFFECT OF KEESA. If a Participant has entered into a KEESA and such Participant incurs a Covered Termination, then as or with respect to that Participant:

-13-

(ii) if the Participant is not fully vested in his or her accrued benefit under the Pension Plan when he or she so terminates employment, such Participant's Pension Amount as of the Benefit Commencement Date shall be increased by the present value of such non-vested accrued benefit; such present value shall be determined (x) as of the Benefit Commencement Date,
(y) by using the amount of such non-vested accrued benefit payable as of the Benefit Commencement Date as calculated under the terms of the Pension Plan and by assuming the Participant was eligible to receive such non-vested accrued benefit under the Pension Plan on and after the attainment of age fifty-five (55), and (z) by using UP 84 mortality and seven percent (7%) interest; and

(iii) in the case of any conflict between the terms and provisions of this Plan and the terms and provisions of such Participant's KEESA, the terms of such Participant's KEESA shall control to the extent more beneficial to such Participant, and the obligations of the Company under such KEESA shall be in addition to any of its obligations under the Plan.

(i) reduce the Retirement Benefit earned by the Participant;

(ii) reduce the amount of Plan benefits then being paid to a Participant or change the form in which such benefits are being paid; or

(iii) terminate, amend, or otherwise change the liability of the Company, Employer Company, or other person to pay or provide for the payment of Retirement Benefits protected under clauses
(i) and (ii) immediately preceding.

(i) reduce the amount of Plan benefits to which such Beneficiary is entitled or change the form in which benefits are payable; or

-14-

(1) the specific reason or reasons for the denial;

(2) a specific reference to the pertinent Plan provisions on which the denial is based;

(3) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material is necessary; and

(4) the steps to be taken if the claimant wishes to appeal the decision to the Committee.

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(c) Withholding of Taxes. All benefits earned under the Plan or the payment of such benefits, as the case may be, shall be subject to withholding for federal, state, local and other taxes as required by law. If and to the extent any such withholding is required before such benefits are paid to the Participant or Beneficiary, such withholdings shall be made from amounts otherwise payable to such person by a Group member (e.g., salary). If no such other amounts are available to satisfy such withholdings, and to the extent the Group member pays such withholdings, then notwithstanding the provision of
Section 5 the withholdings so paid by the Group member (with reasonable interest thereon as determined by the Administrator) may be offset against benefits otherwise payable under the Plan.

(e) Choice of Law. To the extent not preempted by ERISA or any other federal statute, the construction and interpretation of the Plan shall be governed by the laws of the State of Minnesota.

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the Plan, after compliance to the extent necessary with the claim procedures under Section 12, in the forums and venues as provided in Section 22 of the KEESA, and shall be entitled to payment or reimbursement of costs and expenses related to such adjudication as provided in Section 15 of the KEESA.

(h) Application of Amendment. This amended and restated Plan document applies with respect to individuals who are Participants on or after August 23, 2000.

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The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby approve the form and content of this amended and restated Plan document.

Dated:
      ------------------------         -----------------------------------------
                                       Louis L. Ainsworth
                                       Senior Vice President and General Counsel
                                       of Pentair, Inc.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby execute the foregoing document for and on behalf of Pentair, Inc. effective as of August 23, 2000.

PENTAIR, INC.

Dated:                                 By:
                                          --------------------------------------
                                          Its:
                                              ----------------------------------

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SCHEDULE 1

ITEMS INCLUDED

Base salary or wages, including such salary or wages deferred at the election of an individual under the Pentair, Inc. Non-Qualified Deferred Compensation Plan

401(k) plan before-tax and after-tax employee contributions

Section 125 plan (flexible benefit plan) pre-tax employee contributions

Pentair, Inc. Employee Stock Purchase and Bonus Plan employer bonus contributions

Pentair, Inc. Management Incentive Plan bonus, including such bonus deferred at the election of an individual under the Pentair, Inc. Non-Qualified Deferred Compensation Plan

Holiday pay

Sick leave pay

Bereavement pay

Jury duty pay

Military pay

Gain-sharing payments

Profit-sharing payments

Short-term disability benefits

Perquisites

ITEMS EXCLUDED

Cash payments made and property or rights in property other than cash granted under or pursuant to the Pentair Omnibus Stock Incentive Plan

Special awards under the Pentair, Inc. Management Incentive Plan

Severance pay

Moving expense reimbursements

Employee business expense reimbursements

Tuition reimbursement

Adoption assistance payments

Computer hardware and software purchase reimbursements

Special cash awards

Foreign duty pay enhancements

Except as expressly provided in the column immediately to the left, all contributions (other than after-tax employee contributions) to and all benefits received under a tax-qualified plan

Effective as of August 23, 2000

TABLE OF CONTENTS

1.       NAME OF PLAN.............................................................................................1

2.       GENERAL DEFINITIONS......................................................................................1

3.       PARTICIPATION, VESTING AND BENEFIT SERVICE, AND RULES GOVERNING
         THE CREDITING OF SERVICE, DISABILITY AND THE DETERMINATION OF
         COMPENSATION AND FINAL AVERAGE COMPENSATION..............................................................5

         (a)      Participation...................................................................................5
         (b)      Vesting.........................................................................................6
         (c)      Benefit Service.................................................................................6
         (d)      Service Credits.................................................................................6
         (e)      Disability......................................................................................8
         (f)      Compensation....................................................................................9

4.       PAYMENTS IN THE EVENT OF DEATH BEFORE THE BENEFIT COMMENCEMENT DATE.....................................10

5.       PAYMENT OF RETIREMENT BENEFITS..........................................................................10

6.       CONFIDENTIALITY, COVENANTS NOT TO COMPETE, AND NON-SOLICITATION.........................................10

         (a)      General........................................................................................10
         (b)      Forfeiture and Other Remedies..................................................................11

7.       FUNDING AND PAYMENT OF BENEFITS.........................................................................12

         (a)      General........................................................................................12
         (b)      Employer Company...............................................................................12
         (c)      Company Assumption of Liability................................................................12
         (d)      Participation by Other Group Members...........................................................13

8.       DEFAULT.................................................................................................13

9.       ADMINISTRATION OF THE PLAN..............................................................................13

         (a)      General........................................................................................13
         (b)      Committee......................................................................................14
         (c)      Indemnity......................................................................................14

10.      EFFECT OF KEESA.........................................................................................14

11.      AMENDMENT OR TERMINATION................................................................................14

         (a)      General........................................................................................14

         (b)      Limitation on Power to Amend or Terminate......................................................15
         (c)      Change in Control..............................................................................15
         (d)      Continuation of Plan Provisions................................................................15

12.      CLAIMS..................................................................................................16

         (a)      Filing Claims..................................................................................16
         (b)      Decision on Claim..............................................................................16
         (c)      Appeal of Denied Claim.........................................................................16
         (d)      Decision by Appeals Committee..................................................................16

13.      MISCELLANEOUS...........................................................................................16

         (a)      Employer's Rights..............................................................................16
         (b)      Interpretation.................................................................................16
         (c)      Withholding of Taxes...........................................................................17
         (d)      Computational Errors...........................................................................17
         (e)      Choice of Law..................................................................................17
         (f)      Savings Clause.................................................................................17
         (g)      Change in Control..............................................................................17
         (h)      Application of Amendment.......................................................................17

SCHEDULE 1

EXHIBIT 10.4

FIRST AMENDMENT TO THE PENTAIR, INC.
OMNIBUS STOCK INCENTIVE PLAN
AS AMENDED AND RESTATED
EFFECTIVE FEBRUARY 14, 1996

The Pentair, Inc. Omnibus Stock Incentive Plan as amended and restated effective February 14, 1996 (the "Plan") is hereby amended effective August 23, 2000, as follows:

1. Section 7.3 of the Omnibus Plan is deleted in its entirety and the following substituted therefor:

7.3 CHANGE IN CONTROL. (a) Definitions. Unless the context requires otherwise, when capitalized the terms listed below shall have the following meanings when used in this or any other section of the Plan:

(1) "CHANGE IN CONTROL" is a change in control of Pentair, as that term is defined in the KEESA.

(2) "KEESA" is the Key Executive Employment and Severance Agreement between Pentair and key executives, as approved by the Board effective August 23, 2000.

(b) Treatment of Options. Upon the occurrence of a Change in Control, all Options granted to a Participant who is then employed by Pentair or an Affiliate shall, to the extent not then vested or exercised, become fully vested and immediately exercisable without regard to the terms and conditions attached to such Options at the time of grant. To the extent such Options are then exercised under circumstances which would otherwise result in a grant of reload options to the Participant, no such reload options will be granted.

(c) Treatment of Restricted Stock. Upon the occurrence of a Change in Control the restrictions then applicable to all outstanding shares of Restricted Stock awarded under the Plan shall automatically lapse. If on the Change in Control date any dividends declared with respect to such Restricted Stock have not been paid to the Participant, then all such amounts shall be paid within ten (10) days of the Change in Control date.

(d) Treatment of Rights to Restricted Stock. Upon the occurrence of a Change in Control, all Rights to Restricted Stock shall be fully and immediately vested and the participant shall be paid within ten (10) days the cash value of the shares of Stock which otherwise would have been issued based on the Fair Market Value of the Stock on the Change in Control date, together with any then unpaid dividends which have been declared on the Stock subject to the award of Rights to Restricted Stock.

(e) ICUs. Outstanding ICUs shall be valued and shall be paid in cash within ten (10) days of the Change in Control date, as follows:

(i) one-third of the ICUs awarded less than one (1) year prior to the Change in Control date shall be paid at a value per ICU which shall be calculated assuming that target corporate performance goals for the applicable Incentive Period have been met;

(ii) two-thirds of the ICUs awarded one (1) but less than two (2) years prior to the Change in Control date shall be paid at a value per ICU calculated on the basis of the value of such ICUs as of the end of the fiscal year immediately preceding the fiscal year in which the Change of Control occurs;

(iii) all of the ICUs awarded two (2) or more years prior to the Change in Control date shall be paid at a value per ICU calculated on the basis of the value of such ICUs as of the end of the fiscal year immediately preceding the fiscal year in which the Change of Control occurs.

(f) Performance Shares. Upon the occurrence of a Change in Control the restrictions then applicable to all outstanding Performance Shares shall lapse and any dividends declared with respect to such shares which have not been paid shall be paid within ten (10) days of the Change in Control date.

(g) Performance Units. Outstanding Performance Units shall be valued by assuming all performance targets for the applicable Performance Period have been fully met and shall be paid as cash within ten (10) days of the Change in Control date, as follows:

(i) one-third of the Performance Units granted less than one (1) year prior to the Change in Control date shall be paid;

(ii) two-thirds of the Performance Units granted one (1) but less than two (2) years prior to the Change in Control date shall be paid;

(iii) all of the Performance Units granted two (2) or more years prior to the Change in Control date shall be paid.

(h) Participants Covered under a KEESA. The provisions of this Section 7.3 shall also apply to a Participant who terminates employment before a Change in Control if the Participant has entered into a KEESA and is entitled to benefits thereunder pursuant to Section 2(b) of the KEESA.

(i) Governing Documents. In the case of any conflict between the provisions of this Section 7.3 and any other provision of the Plan, this Section 7.3 will control. In the case of any conflict between the terms of this Plan and the terms and provisions of a Participant's KEESA, the terms of such KEESA shall control to

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the extent more beneficial to such Participant, and the obligations of Pentair under such KEESA shall be in addition to any of its obligations under the Plan.

2. This amended Section 7.3 applies to only those individuals who are Participants under the Plan on or after August 23, 2000.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby approve the form and content of this amendment to the Omnibus Plan.

Dated:
      -----------------------------    -----------------------------------------
                                       Louis L. Ainsworth
                                       Senior Vice President and General Counsel
                                       of Pentair, Inc.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby execute the foregoing document for and on behalf of Pentair, Inc. effective as of August 23, 2000.

PENTAIR, INC.

Dated:                                 By:
      -----------------------------       --------------------------------------

Its:

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EXHIBIT 10.5

AMENDMENT TO THE PENTAIR, INC.
FOURTH AMENDED AND RESTATED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS

The Pentair, Inc. Fourth amended and Restated Compensation Plan for Non-Employee Directors (the "Plan"), is hereby amended effective August 23, 2000 as follows:

1. Section 10 is deleted in its entirety and the following substituted therefor:

10. Change in Control.

(a) Definitions.

(1) "Change in Control" is a change in control of Pentair as defined in the KEESA.

(2) "KEESA" is the Key Executive Employment and Severance Agreement between Pentair and key executives, as approved by the Board effective August 23, 2000.

(b) Effect on Directors or Former Directors. Upon a Change in Control, and notwithstanding the benefit elections previously made by the Director or former Director and other Plan provisions to the contrary, a Director or former Director shall receive all of his or her remaining Plan benefits in a cash lump sum on the lump sum date unless such Director or former Director timely elects otherwise in accordance with subsection (c) immediately following. The lump sum date shall be the first business day of the third calendar month following the calendar month in which such Change in Control occurs; provided, however, for a Director in office as of the date of the Change in Control, the lump sum date shall be the first business day of the third calendar month following the calendar month in which the Director leaves office.

(c) Election to Forego Lump Sum. A Director or former Director otherwise entitled to receive a lump sum pursuant to subsection (b) immediately preceding may elect to forego payment of the lump sum if he or she so elects in writing and files such writing with the Administrator no later than thirty (30) days before the lump sum date. If a Director or former Director timely elects to forego the lump sum payment, such Director or former Director's Plan benefits shall be paid in accordance with the Director or former Director's otherwise effective benefit elections and Plan provisions apart from this Section 10 other than Section 10(f).

(d) No Delay in Payment. Application of this Section 10 shall not delay the date for payment of benefits as otherwise elected by a Director or

former Director or as otherwise provided under the Plan apart from this Section 10.

(e) Notice of Lump Sum Entitlement and Election to Forego Lump Sum. No later than five (5) days following the date of the Change in Control, the Administrator shall cause a notice to be sent to all Directors or former Directors to whom the provisions of this Section 10 may apply. Such notice shall be sent in a manner reasonably calculated to be actually and timely received by such Directors or former Directors, and shall reasonably inform such Directors or former Directors of the provisions of this Section 10 and such Director's or former Director's rights and entitlements hereunder. In the event such notice is not timely sent as to a Director or former Director, then at such Director or former Director 's election the lump sum date and the date for electing to forego such lump sum shall be appropriately adjusted to reflect the time periods that would have applied had such notice been timely sent.

(f) Treatment of Share Units. Upon a Change in Control, all Share Units then allocated to the account of a Director or former Director shall be converted into a deferred compensation account maintained on behalf of and payable to each such Director or former Director. The deferred compensation account shall be initially credited with a dollar amount equal to the value of the Share Units immediately before the Change in Control and thereafter will be credited with the dollar amount of Deferred Compensation and Equity Compensation allocated, if any, for periods after the Change in Control. Beginning with the day immediately following the Change in Control, and until the deferred compensation account as adjusted for interest thereon is fully paid to the Director or former Director, the unpaid balance of the deferred compensation account shall be credited with interest. The rate of interest so credited shall be the greater of
(i) seven percent (7%), compounded annually, and (ii) the large corporate under-payment interest rate in effect from time to time pursuant to and determined in the manner prescribed under sections 6621(c)(1) and 6622(a), respectively, of the Internal Revenue Code of 1986 and any successor provisions thereto. For purposes of applying clause (ii) immediately preceding, the date of the Change in Control shall be deemed the applicable date within the meaning of such section 6621(c).

2. The foregoing amendment shall apply to all Directors or former Directors under the Plan as of August 23, 2000 or thereafter.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby

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approve the form and content of this amendment to the Plan.

Dated:
       ---------------------          ------------------------------------------
                                      Louis L. Ainsworth
                                      Senior Vice President and General Counsel
                                      of Pentair, Inc.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby execute the foregoing document for and on behalf of Pentair, Inc. effective as of August 23, 2000.

PENTAIR, INC.

Dated:                                By:
       ---------------------             ---------------------------------------
                                         Its:
                                             -----------------------------------

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EXHIBIT 10.6

AMENDMENT TO THE PENTAIR, INC.
OUTSIDE DIRECTORS NONQUALIFIED STOCK OPTION PLAN
(AS AMENDED AND RESTATED EFFECTIVE JANUARY 15, 1998)

The Pentair, Inc. Outside Directors Nonqualified Stock Option Plan (as amended and restated effective January 15, 1998) (the "Plan") is hereby amended effective August 23, 2000, as follows:

1. A new Section 17 be and hereby is added to the Plan, as follows:

17. CHANGE IN CONTROL. Upon the occurrence of a Change in Control of the Company, as that term is defined in the Key Executive Employment and Severance Agreement ("KEESA"), as approved by the Board effective August 23, 2000, all outstanding options granted to an individual who is then an Outside Director shall, to the extent not then exercisable, become fully and immediately exercisable without regard to the time at which such options would otherwise become first exercisable under Section 5b of the Plan. Regardless of the manner in which payment for such options is made, however, no reload options shall be granted upon the exercise of options which have become exercisable by application of this Section 17. In the case of a conflict between this Section 17 and any other Plan provision, this
Section 17 shall control.

2. The foregoing amendment shall apply to individuals who are Outside Directors on August 23, 2000, or thereafter.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby approve the form and content of this amendment to the Plan.

Dated:
      ----------------------------     -----------------------------------------
                                       Louis L. Ainsworth
                                       Senior Vice President and General Counsel
                                       of Pentair, Inc.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby execute the foregoing document for and on behalf of Pentair, Inc. effective as of August 23, 2000.

PENTAIR, INC.

Dated:                                 By:
      ----------------------------        --------------------------------------
                                          Its:


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

EXHIBIT 10.7

AMENDMENT TO THE PENTAIR, INC.
NON-QUALIFIED DEFERRED COMPENSATION PLAN

The Pentair, Inc. Non-Qualified Deferred Compensation Plan, as in effect for employee compensation deferrals made for periods of employment before 1996 (the "Plan"), is hereby amended effective August 23, 2000 as follows:

1. Section 9 is deleted in its entirety and the following substituted therefor:

9. Distribution in the Event of Change in Control.

A. Definitions.

(1) "Change in Control" is a change in control of Pentair, Inc. as defined in the KEESA.

(2) "KEESA" is the Key Executive Employment and Severance Agreement between Pentair, Inc. and key executives, as approved by Pentair's board of directors effective August 23, 2000.

B. Effect on Participants. Upon a Change in Control, and notwithstanding the benefit election previously made by such participant and other Plan provisions to the contrary, a participant shall receive all of his or her Plan benefits in a cash lump sum on the lump sum date unless such participant timely elects otherwise in accordance with subsection C immediately following. The lump sum date shall be the first business day of the third calendar month following the calendar month in which such Change in Control occurs; provided, however, if the participant is employed by the Company or one of its subsidiaries on the date of the Change in Control, then the lump sum date shall be the first business day of the third calendar month following the calendar month in which such participant terminates employment with the Company and its subsidiaries.

C. Election to Forego Lump Sum. A participant otherwise entitled to receive a lump sum pursuant to subsection B immediately preceding may elect to forego payment of the lump sum if he or she so elects in writing and files such writing with the Administrator no later than thirty (30) days before the lump sum date. If a participant timely elects to forego the lump sum payment, such participant's Plan benefits shall be paid in accordance with the participant's otherwise effective benefit election and Plan provisions apart from this Section 9.

D. No Delay in Payment. Application of this Section 9 shall not delay the date for payment of benefits as otherwise elected by a participant

or as otherwise provided under the Plan apart from this Section 9.

E. Notice of Lump Sum Entitlement and Election to Forego Lump Sum. No later than five (5) days following the date of the Change in Control, the Administrator shall cause a notice to be sent to all Plan participants to whom the provisions of this Section 9 may apply. Such notice shall be sent in a manner reasonably calculated to be actually and timely received by such participants, and shall reasonably inform such participant of the provisions of this
Section 9 and such participant's rights and entitlements hereunder. In the event such notice is not timely sent as to a participant, then at such participant's election the lump sum date and the date for electing to forego such lump sum shall be appropriately adjusted to reflect the time periods that would have applied had such notice been timely sent.

2. The foregoing amendment shall apply to all participants under the Plan as of August 23, 2000.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby approve the form and content of this amendment to the Plan.

Dated:
       ----------------------------    -----------------------------------------
                                       Louis L. Ainsworth
                                       Senior Vice President and General Counsel
                                       of Pentair, Inc.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby execute the foregoing document for and on behalf of Pentair, Inc. effective as of August 23, 2000.

PENTAIR, INC.

Dated:                                 By:
       ----------------------------       --------------------------------------
                                          Its:
                                              ----------------------------------

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EXHIBIT 10.8

AMENDMENT TO THE PENTAIR, INC.
NON-QUALIFIED DEFERRED COMPENSATION PLAN

The Pentair, Inc. Non-Qualified Deferred Compensation Plan, as in effect for employee compensation deferrals and employer contributions for periods of employment after 1995 (also known as the "Sidekick"), is hereby amended effective August 23, 2000 as follows:

1. Section 10.2 is deleted in its entirety and the following substituted therefor:

SECTION 10.2 CHANGE IN CONTROL.

(a) Definitions.

(1) "CHANGE IN CONTROL" is a change in control of the Company as defined in the KEESA.

(2) "KEESA" is the Key Executive Employment and Severance Agreement between the Company and key executives, as approved by the Company's board of directors effective August 23, 2000.

(b) Effect on Participants. If a Participate terminates employment, whether voluntarily or involuntarily (other than by reason of death), with the Employer within three (3) years following a Change in Control, then notwithstanding the benefit election previously made by such Participant and other Plan provisions to the contrary, such Participant shall receive all of his or her Plan benefits in a cash lump sum on the lump sum date unless such Participant timely elects otherwise in accordance with subsection (c) immediately following. The lump sum date shall be the first business day of the third calendar month following the calendar month in which such Participant so terminates Employment.

The provisions of this Section 10.2 shall also apply to a Participant who so terminates Employment before a Change in Control if the Participant has entered into a KEESA and is entitled to benefits thereunder pursuant to Section 2(b) of the KEESA; provided, however, in such circumstances the lump sum date shall be determined as if the Participant had so terminated employment on the day following the date of the Change in Control.

(c) Election to Forego Lump Sum. A Participant otherwise entitled to receive a lump sum pursuant to subsection (b) immediately preceding may elect to forego payment of the lump sum if he or she so elects in writing and files such writing with the Committee no later than thirty (30) days before the lump sum date. If a Participant timely elects to forego the lump sum payment, such Participant's Plan benefits shall be paid in accordance with the Participant's otherwise effective benefit election and Plan provisions apart from this Section 10.2.

(d) No Delay in Payment. Application of this Section 10.2 shall not delay the date for payment of benefits as otherwise elected by a Participant or as

otherwise provided under the Plan apart from this Section 10.2.

(e) Notice of Lump Sum Entitlement and Election to Forego Lump Sum. No later than five (5) days following the date of the Change in Control, the Committee shall cause a notice to be sent to all Participants to whom the provisions of this Section 10.2 may apply. Such notice shall be sent in a manner reasonably calculated to be actually and timely received by such Participants, and shall reasonably inform such Participant of the provisions of this Section 10.2 and such Participant's rights and entitlements hereunder. In the event such notice is not timely sent as to a Participant, then at such Participant's election the lump sum date and the date for electing to forego such lump sum shall be appropriately adjusted to reflect the time periods that would have applied had such notice been timely sent.

2. The foregoing amendment shall apply to all participants and their beneficiaries under the Sidekick as of August 23, 2000 and regardless of whether such participants actively participated in the Sidekick after 1998.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby approve the form and content of this amendment to the Sidekick. The Vice President of Human Resources shall cause an executed copy of this amendment to be provided to Fidelity Management Trust Company and appropriate amendments shall be made to the trust agreement related to Sidekick to reflect this amendment.

Dated:
       ----------------------------    -----------------------------------------
                                       Louis L. Ainsworth
                                       Senior Vice President and General Counsel
                                       of Pentair, Inc.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby execute the foregoing document for and on behalf of Pentair, Inc. effective as of August 23, 2000.

PENTAIR, INC.

Dated:                                 By:
       ----------------------------       --------------------------------------
                                          Its:
                                              ----------------------------------

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EXHIBIT 10.9

AMENDMENT TO THE PENTAIR, INC.
EXECUTIVE OFFICER PERFORMANCE PLAN

The Pentair, Inc. Executive Officer Performance Plan (the "EOPP") as currently in effect is hereby amended effective August 23, 2000 as follows:

1. A new section entitled "Change in Control" be and hereby is added to the end of the EOPP, which section shall read as follows:

CHANGE IN CONTROL

For purposes of the EOPP, a "Change in Control" is a change in control of Pentair as defined in the KEESA, and the "KEESA" is the Key Executive Employment and Severance Agreement, as approved by the Pentair Board of Directors effective August 23, 2000.

If an EOPP participant is employed by Pentair on the date of a Change in Control, or if an EOPP participant who has entered into a KEESA terminates employment before a Change in Control but is entitled to benefits under Section 2(b) of the KEESA, then the following provisions shall apply.

1. If the Change in Control occurs prior to the end of the fiscal year to which an Incentive Award relates, the Incentive Award for such fiscal year shall be (i) determined by using the participant's annual base salary rate as in effect immediately before the Change in Control and by assuming the EOPP Goals for such fiscal year have been attained, and (ii) paid to the participant in cash within ten (10) days of the Change in Control.

2. If the Change in Control occurs at such time as the participant has not received payment of an Incentive Award for a prior fiscal year, then the cash portion of such Incentive Award allocated to the participant, based upon the attainment of the EOPP Goals for such fiscal year, shall be paid to the participant within ten (10) days of the Change in Control.

3. The requirement that the participant remain employed through the end of the incentive period to which the Incentive Award relates shall not apply.

4. The requirement that an Incentive Award be paid after completion of an annual audit and completion of a review and approval by the Compensation Committee shall not apply.

5. The Minimum Operating Income Requirement provision of the EOPP shall not apply to the Incentive Award described in paragraph 1 immediately preceding.

6. The Compensation Committee shall not have the discretion to reduce the

amount of, or eliminate, an Incentive Award.

7. The Maximum Award provision of the EOPP shall remain in effect.

8. If an Incentive Award for a fiscal year referenced in paragraph 2 immediately preceding exceeds one times the participant's annual base salary for such year, then immediately upon a Change in Control such excess shall be paid to the participant in restricted shares and such shares shall be subject to the terms and provisions of the Pentair Omnibus Stock Incentive Plan upon a Change in Control.

9. To the extent any provision of the EOPP may be in conflict with this Change in Control provision, the provisions of this section shall apply. In the case of any conflict between the terms and provisions of this Plan and the terms and provisions of the KEESA entered into by an EOPP participant, the terms of such KEESA shall control to the extent more beneficial to such participant, and the obligations of Pentair under such KEESA shall be in addition to any of its obligations under the EOPP.

2. The foregoing amendment shall apply to individuals who are participants under the EOPP on August 23, 2000, or thereafter.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby approve the form and content of this amendment to the EOPP.

Dated:__________________________      _________________________________________
                                      Louis L. Ainsworth
                                      Senior Vice President and General Counsel
                                      of Pentair, Inc.

The undersigned, by the authority of the Board of Directors of Pentair, Inc., does hereby execute the foregoing document for and on behalf of Pentair, Inc. effective as of August 23, 2000.

PENTAIR, INC.

Dated:__________________________ By:______________________________________ Its:__________________________________

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EXHIBIT 10.10

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

THIS AGREEMENT, made and entered into as of the ____ day of ______, 2000, by and between Pentair, Inc., a Minnesota corporation (hereinafter referred to as the "Company"), and _____________________ (hereinafter referred to as the "Executive").

W I T N E S S E T H

WHEREAS, the Executive is employed by the Company and/or a subsidiary of the Company (hereinafter referred to collectively as the "Employer") in a key executive capacity and the Executive's services are valuable to the conduct of the business of the Company;

WHEREAS, the Company desires to continue to attract and retain dedicated and skilled management employees in a period of industry consolidation, consistent with achieving the best possible value for its shareholders in any change in control of the Company;

WHEREAS, the Company recognizes that circumstances may arise in which a change in control of the Company occurs, through acquisition or otherwise, thereby causing a potential conflict of interest between the Company's needs for the Executive to remain focused on the Company's business and for the necessary continuity in management prior to and following a change in control, and the Executive's reasonable personal concerns regarding future employment with the Employer and economic protection in the event of loss of employment as a consequence of a change in control;

WHEREAS, the Company and the Executive are desirous that any proposal for a change in control or acquisition of the Company will be considered by the Executive objectively and with reference only to the best interests of the Company and its shareholders;

WHEREAS, the Executive will be in a better position to consider the Company's best interests if the Executive is afforded reasonable economic security, as provided in this Agreement, against altered conditions of employment which could result from any such change in control or acquisition;

WHEREAS, the Executive possesses intimate knowledge of the business and affairs of the Company and has acquired certain confidential information and data with respect to the Company; and

WHEREAS, the Company desires to insure, insofar as possible, that it will continue to have the benefit of the Executive's services and to protect its confidential information and goodwill.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows:

1. Definitions.

(a) Accrued Benefits. The Executive's "Accrued Benefits" shall include the following amounts, payable as described herein: (i) all base salary for the time period ending with the Termination Date; (ii) reimbursement for any and all monies advanced in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Employer for the time period ending with the Termination Date; (iii) any and all other cash earned through the Termination Date and deferred at the election of the Executive or pursuant to any deferred compensation plan then in effect; (iv) notwithstanding any provision of any bonus or incentive compensation plan applicable to the Executive, a lump sum amount, in cash, equal to the sum of (A) any bonus or incentive compensation that has been allocated or awarded to the Executive for a fiscal year or other measuring period under the plan that ends prior to the Termination Date but has not yet been paid (pursuant to Section 5(f) or otherwise) and (B) a pro rata portion to the Termination Date of the aggregate value of all contingent bonus or incentive compensation awards to the Executive for all uncompleted periods under the plan calculated as to each such award as if the Goals with respect to such bonus or incentive compensation award had been attained reduced by any amounts paid to the Executive pursuant to Section(b)(iii) and Section 3(b)(iv) under the plan for the fiscal year in which the Termination Date occurs; and (v) all other payments and benefits to which the Executive (or in the event of the Executive's death, the Executive's surviving spouse or other beneficiary) may be entitled on the Termination Date as compensatory fringe benefits or under the terms of any benefit plan of the Employer, excluding severance payments under any Employer severance policy, practice or agreement in effect on the Termination Date. Payment of Accrued Benefits shall be made promptly in accordance with the Company's prevailing practice with respect to clauses (i) and (ii) or, with respect to clauses (iii),
(iv) and (v), pursuant to the terms of the benefit plan or practice establishing such benefits.

(b) Act. The term "Act" means the Securities Exchange Act of 1934, as amended.

(c) Affiliate and Associate. The terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule l2b-2 of the General Rules and Regulations under the Act.

(d) Annual Cash Compensation. The term "Annual Cash Compensation" shall mean the sum of (i) the Executive's Annual Base Salary (determined as of the time of the Change in Control of the Company or, if higher, immediately prior to the date the Notice of Termination is given) plus
(ii) an amount equal to the greater of the Executive's annual incentive target bonus for the fiscal year in which the Termination Date occurs or the annual incentive bonus the Executive received for the fiscal year prior to the Change in Control of the Company (the aggregate amount set forth in clause (i) and clause (ii) shall hereafter be referred to as the "Annual Cash Compensation"),

(e) Beneficial Owner. A Person shall be deemed to be the "Beneficial Owner" of any securities:

(i) which such Person or any of such Person's Affiliates or Associates has the right to acquire (whether such right is exercisable immediately or

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only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (A) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase, or (B) securities issuable upon exercise of Rights issued pursuant to the terms of the Company's Rights Agreement, dated as of July 21, 1995, between the Company and Norwest Bank Minnesota, National Association, as amended from time to time (or any successor to such Rights Agreement), at any time before the issuance of such securities;

(ii) which such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has "beneficial ownership" of (as determined pursuant to Rule l3d-3 of the General Rules and Regulations under the Act), including pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, any security under this clause (ii) as a result of an agreement, arrangement or understanding to vote such security if the agreement, arrangement or understanding: (A) arises solely from a revocable proxy or consent given to such Person in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Act and (B) is not also then reportable on a Schedule l3D under the Act (or any comparable or successor report); or

(iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person's Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in clause (ii) above) or disposing of any voting securities of the Company.

(f) Cause. "Cause" for termination by the Employer of the Executive's employment in connection with a Change in Control of the Company shall be limited to (i) the engaging by the Executive in intentional conduct that the Company establishes, by clear and convincing evidence, has caused demonstrable and serious financial injury to the Employer, as evidenced by a determination in a binding and final judgment, order or decree of a court or administrative agency of competent jurisdiction, in effect after exhaustion or lapse of all rights of appeal, in an action, suit or proceeding, whether civil, criminal, administrative or investigative; (ii) conviction of a felony (as evidenced by binding and final judgment, order or decree of a court of competent jurisdiction, in effect after exhaustion of all rights of appeal); or (iii) continuing willful and unreasonable refusal by the Executive to perform the Executive's duties or responsibilities (unless significantly changed without the Executive's consent).

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(g) Change in Control of the Company. A "Change in Control of the Company" shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred:

(i) any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company ("Excluded Persons")) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after August 23, 2000, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding voting securities; or

(ii) the following individuals cease for any reason to constitute a majority of the number of directors of the Company then serving: (A) individuals who, on August 23, 2000 constituted the Board and (B) any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Act) whose appointment or election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on August 23, 2000, or whose appointment, election or nomination for election was previously so approved (collectively the "Continuing Directors"); provided, however, that individuals who are appointed to the Board pursuant to or in accordance with the terms of an agreement relating to a merger, consolidation, or share exchange involving the Company (or any direct or indirect subsidiary of the Company) shall not be Continuing Directors for purposes of this Agreement until after such individuals are first nominated for election by a vote of at least two-thirds (2/3) of the then Continuing Directors and are thereafter elected as directors by the shareholders of the Company at a meeting of shareholders held following consummation of such merger, consolidation, or share exchange; and, provided further, that in the event the failure of any such persons appointed to the Board to be Continuing Directors results in a Change in Control of the Company, the subsequent qualification of such persons as Continuing Directors shall not alter the fact that a Change in Control of the Company occurred; or

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each case, which requires approval of the shareholders of the Company, other than (A) a merger, consolidation or share exchange which would result in the voting securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after August 23, 2000, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding voting securities; or

(iv) the consummation of a plan of complete liquidation or dissolution of the Company or a sale or disposition by the Company of all or substantially all of the Company's assets (in one transaction or a series of related transactions within any period of 24 consecutive months), in each case, which requires approval of the shareholders of the Company, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity at least 75% of the combined voting power of the voting securities of which are owned by Persons in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Notwithstanding the foregoing, no "Change in Control of the Company" shall be deemed to have occurred if there is consummated any transaction or series of integrated transactions immediately following which the record holders of the common stock of the Company immediately prior to such transaction or series of transactions continue to own, directly or indirectly, in the same proportions as their ownership in the Company, an entity that owns all or substantially all of the assets or voting securities of the Company immediately following such transaction or series of transactions.

(h) Code. The term "Code" means the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.

(i) Covered Termination. Subject to Section 2(b), the term "Covered Termination" means any termination of the Executive's employment during the Employment Period where the Termination Date or the date Notice of Termination is delivered is any date prior to the end of the Employment Period.

(j) Employment Period. Subject to Section 2(b), the term "Employment Period" means a period commencing on the date of a Change in Control of the Company, and ending at 11:59 p.m. Central Time on the earlier of the third anniversary of such date or the Executive's Normal Retirement Date.

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(k) Good Reason. The Executive shall have "Good Reason" for termination of employment in connection with a Change in Control of the Company in the event of:

(i) any breach of this Agreement by the Employer, including specifically any breach by the Employer of the agreements contained in Section 3, Section 4, Section 5, or Section 6, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that the Employer remedies promptly after receipt of notice thereof given by the Executive;

(ii) any reduction in the Executive's base salary, percentage of base salary available as incentive compensation or bonus opportunity or benefits, in each case relative to those most favorable to the Executive in effect at any time during the 180-day period prior to the Change in Control of the Company or, to the extent more favorable to the Executive, those in effect at any time during the Employment Period;

(iii) the removal of the Executive from, or any failure to reelect or reappoint the Executive to, any of the positions held with the Employer on the date of the Change in Control of the Company or any other positions with the Employer to which the Executive shall thereafter be elected, appointed or assigned, except in the event that such removal or failure to reelect or reappoint relates to the termination by the Employer of the Executive's employment for Cause or by reason of disability pursuant to Section 12;

(iv) a good faith determination by the Executive that there has been a material adverse change, without the Executive's written consent, in the Executive's working conditions or status with the Employer relative to the most favorable working conditions or status in effect during the 180-day period prior to the Change in Control of the Company, or, to the extent more favorable to the Executive, those in effect at any time during the Employment Period, including but not limited to (A) a significant change in the nature or scope of the Executive's authority, powers, functions, duties or responsibilities, or (B) a significant reduction in the level of support services, staff, secretarial and other assistance, office space and accoutrements, but in each case excluding for this purpose an isolated, insubstantial and inadvertent event not occurring in bad faith that the Employer remedies within ten (10) days after receipt of notice thereof given by the Executive;

(v) the relocation of the Executive's principal place of employment to a location more than 50 miles from the Executive's principal place of employment on the date 180 days prior to the Change in Control of the Company;

(vi) the Employer requires the Executive to travel on Employer business 20% in excess of the average number of days per month the Executive was required to travel during the 180-day period prior to the Change in Control of the Company;

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(vii) failure by the Company to obtain the Agreement referred to in Section 17(a) as provided therein; or

(viii) any voluntary termination of employment by the Executive where the Notice of Termination is delivered during the 30 days following the first anniversary of the Change in Control of the Company.

(l) Normal Retirement Date. The term "Normal Retirement Date" means "Normal Retirement Date" as defined in the primary qualified defined benefit pension plan applicable to the Executive, or any successor plan, as in effect on the date of the Change in Control of the Company.

(m) Person. The term "Person" shall mean any individual, firm, partnership, corporation or other entity, including any successor (by merger or otherwise) of such entity, or a group of any of the foregoing acting in concert.

(n) Termination Date. Except as otherwise provided in
Section 2(b), Section 10(b), and Section 17(a), the term "Termination Date" means (i) if the Executive's employment is terminated by the Executive's death, the date of death; (ii) if the Executive's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement; (iii) if the Executive's employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive's employment is terminated by the Executive voluntarily (other than for Good Reason), the date the Notice of Termination is given; and (v) if the Executive's employment is terminated by the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,

(A) If termination is for Cause pursuant to Section 1(f)(iii) and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such thirty-day or shorter period, then the Executive's employment hereunder shall continue as if the Employer had not delivered its Notice of Termination.

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Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination.

(C) Except as provided in Section 1(n)(B), if the party receiving the Notice of Termination notifies the other party that a dispute exists concerning the termination within the appropriate period following receipt thereof and it is finally determined that the reason asserted in such Notice of Termination did not exist, then (1) if such Notice was delivered by the Executive, the Executive will be deemed to have voluntarily terminated his employment and the Termination Date shall be the earlier of the date fifteen days after the Notice of Termination is given or one day prior to the end of the Employment Period and (2) if delivered by the Company, the Company will be deemed to have terminated the Executive other than by reason of death, disability or Cause.

2. Termination or Cancellation Prior to Change in Control.

(a) Subject to Section 2(b), the Employer and the Executive shall each retain the right to terminate the employment of the Executive at any time prior to a Change in Control of the Company. Subject to
Section 2(b), in the event the Executive's employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and cancelled and of no further force and effect, and any and all rights and obligations of the parties hereunder shall cease.

(b) Anything in this Agreement to the contrary notwithstanding, if a Change in Control of the Company occurs and if the Executive's employment with the Employer is terminated (other than a termination due to the Executive's death or as a result of the Executive's disability) during the period of 180 days prior to the date on which the Change in Control of the Company occurs, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control of the Company or (ii) otherwise arose in connection with or in anticipation of a Change in Control of the Company, then for all purposes of this Agreement such termination of employment shall be deemed a "Covered Termination," "Notice of Termination" shall be deemed to have been given, and the "Employment Period" shall be deemed to have begun on the date of such termination which shall be deemed to be the "Termination Date" and the date of the Change of Control of the Company for purposes of this Agreement.

3. Employment Period; Vesting and Payment of Certain Benefits.

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Executive's employment during the Employment Period, whether by the Company or the Employer, shall be deemed a termination by the Company for purposes of this Agreement.

(b) If a Change in Control of the Company occurs when the Executive is employed by the Employer, (i) the Company shall cause all restrictions on restricted stock awards made to the Executive prior to the Change in Control of the Company to lapse such that the Executive is fully and immediately vested in the Executive's restricted stock upon such a Change in Control of the Company; (ii) the Company shall cause all stock options granted to the Executive prior to the Change in Control of the Company pursuant to the Company's stock option plan(s) to be fully and immediately vested upon such a Change in Control of the Company; (iii) the Company shall cause all incentive compensation units and performance awards granted to the Executive pursuant to any long-term incentive plan maintained by the Company to be paid to the Executive within ten (10) business days after the Change in Control of the Company (A) at one-third (1/3) of target, if the award cycle has been in effect less than twelve (12) months, (B) at two thirds (2/3) of the then current value pursuant to such plan, if the award cycle has been in effect twelve (12) or more months but less than twenty-four (24) months, and (C) at the then current value pursuant to such plan, if the award cycle has been in effect twenty-four (24) or more months, in each case as if all performance or incentive requirements and periods had been satisfied; and (iv) the Company shall pay to the Executive within ten (10) business days after the Change in Control of the Company an amount equal to the Executive's annual incentive target bonus for the fiscal year in which the Change in Control of the Company occurs.

4. Duties. During the Employment Period, the Executive shall, in the same capacities and positions held by the Executive at the time of the Change in Control of the Company or in such other capacities and positions as may be agreed to by the Employer and the Executive in writing, devote the Executive's best efforts and all of the Executive's business time, attention and skill to the business and affairs of the Employer, as such business and affairs now exist and as they may hereafter be conducted.

5. Compensation. During the Employment Period, the Executive shall be compensated as follows:

(a) The Executive shall receive, at reasonable intervals (but not less often than monthly) and in accordance with such standard policies as may be in effect immediately prior to the Change in Control of the Company, an annual base salary in cash equivalent of not less than twelve times the Executive's highest monthly base salary for the twelve-month period immediately preceding the month in which the Change in Control of the Company occurs or, if higher, annual base salary at the rate in effect immediately prior to the Change in Control of the Company (which base salary shall, unless otherwise agreed in writing by the Executive, include the current receipt by the Executive of any amounts which, prior to the Change in Control of the Company, the Executive had elected to defer, whether such compensation is deferred under Section 401(k) of the Code or otherwise), subject to adjustment as hereinafter provided in Section
6 (such salary amount as adjusted upward from time to time is hereafter referred to as the "Annual Base Salary").

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those provided generally at any time during the Employment Period to any executives of the Employer of comparable status and position to the Executive; and shall be reimbursed, at such intervals and in accordance with such standard policies that are most favorable to the Executive that were in effect at any time during the 180-day period immediately prior to the Change in Control of the Company, for any and all monies advanced in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Employer, including travel expenses.

(c) The Executive and/or the Executive's family, as the case may be, shall be included, to the extent eligible thereunder (which eligibility shall not be conditioned on the Executive's salary grade or on any other requirement which excludes persons of comparable status to the Executive unless such exclusion was in effect for such plan or an equivalent plan at any time during the 180-day period immediately prior to the Change in Control of the Company), in any and all plans providing benefits for the Employer's salaried employees in general, including but not limited to group life insurance, hospitalization, medical, dental, profit sharing and stock bonus plans; provided, that, (i) in no event shall the aggregate level of benefits under such plans in which the Executive is included be less than the aggregate level of benefits under plans of the Employer of the type referred to in this Section 5(c) in which the Executive was participating at any time during the 180-day period immediately prior to the Change in Control of the Company and (ii) in no event shall the aggregate level of benefits under such plans be less than the aggregate level of benefits under plans of the type referred to in this Section 5(c) provided at any time after the Change in Control of the Company to any executive of the Employer of comparable status and position to the Executive.

(d) The Executive shall annually be entitled to not less than the amount of paid vacation and not fewer than the highest number of paid holidays to which the Executive was entitled annually at any time during the 180-day period immediately prior to the Change in Control of the Company or such greater amount of paid vacation and number of paid holidays as may be made available annually to other executives of the Employer of comparable status and position to the Executive at any time during the Employment Period.

(e) The Executive shall be included in all plans providing additional benefits to executives of the Employer of comparable status and position to the Executive, including but not limited to deferred compensation, split-dollar life insurance, supplemental retirement, stock option, stock appreciation, stock bonus and similar or comparable plans; provided, that, (i) in no event shall the aggregate level of benefits under such plans be less than the highest aggregate level of benefits under plans of the Employer of the type referred to in this Section 5(e) in which the Executive was participating at any time during the 180-day period immediately prior to the Change in Control of the Company; (ii) in no event shall the aggregate level of benefits under such plans be less than the aggregate levels of benefits under plans of the type referred to in this Section 5(e) provided at any time after the Change in Control of the Company to any executive of the Employer comparable in status and position to the Executive; and (iii) the Employer's obligation to include the Executive in bonus or incentive compensation plans shall be determined by Section 5(f).

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Plan"). Bonuses under the Bonus Plan shall be payable with respect to achieving such financial or other goals reasonably related to the business of the Employer as the Employer shall establish (the "Goals"), all of which Goals shall be attainable, prior to the end of the Employment Period, with approximately the same degree of probability as the most attainable goals under the Employer's bonus plan or plans as in effect at any time during the 180-day period immediately prior to the Change in Control of the Company (whether one or more, the "Company Bonus Plan") and in view of the Employer's existing and projected financial and business circumstances applicable at the time. The amount of the bonus (the "Bonus Amount") that the Executive is eligible to earn under the Bonus Plan shall be no less than 200% of the Executive's target award provided in such Company Bonus Plan (such bonus amount herein referred to as the "Targeted Bonus"), and in the event the Goals are not achieved such that the entire Targeted Bonus is not payable, the Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. Payment of the Bonus Amount shall not be affected by any circumstance occurring subsequent to the end of the Employment Period, including termination of the Executive's employment.

6. Annual Compensation Adjustments. During the Employment Period, the Board of Directors of the Company (or an appropriate committee thereof) will consider and appraise, at least annually, the contributions of the Executive to the Company, and in accordance with the Company's practice prior to the Change in Control of the Company, due consideration shall be given to the upward adjustment of the Executive's Annual Base Salary, at least annually, (a) commensurate with increases generally given to other executives of the Company of comparable status and position to the Executive, and (b) as the scope of the Company's operations or the Executive's duties expand.

7. Termination For Cause or Without Good Reason. If there is a Covered Termination for Cause or due to the Executive's voluntarily terminating his or her employment other than for Good Reason (any such terminations to be subject to the procedures set forth in Section 13), then the Executive shall be entitled to receive only Accrued Benefits.

8. Termination Giving Rise to a Termination Payment. If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 12, or (iii) Cause (any such terminations to be subject to the procedures set forth in Section 13), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in
Section 14(a), the Termination Payment pursuant to Section 9(a).

9. Payments Upon Termination.

(a) Termination Payment. The "Termination Payment" shall be an amount equal to the Annual Cash Compensation times three (3). The Termination Payment shall be paid to the Executive in cash equivalent ten (10) business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing

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other employment or for any other reason. The Termination Payment shall be in lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive's release of any rights of the Executive to, any other cash severance payments under any Company severance policy, practice or agreement.

(b) Certain Additional Payments by the Company.

(i) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Employer (in the aggregate, "Total Payments"), would constitute an "excess parachute payment" as defined in Section 280G of the Code (or any successor provision), then the Company shall pay the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive after deduction of any excise tax imposed under Section 4999 of the Code (or any successor provision) and any interest charges or penalties in respect of the imposition of such excise tax (collectively, the "Excise Tax") (but not any federal, state or local income tax, or employment tax) on the Total Payments, and any federal, state and local income tax, employment tax, and excise tax upon the payment provided for by this Section 9(b)(i), shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. Notwithstanding the foregoing, if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Total Payments would not be subject to the Excise Tax if the Total Payments were reduced by an amount that is less than 10% of the Total Payments that would be treated as "parachute payments" under Section 280G of the Code (or any successor provision), then the amounts payable to the Executive under this Agreement shall be reduced (but not below zero) to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the "Safe Harbor Cap"), and no Gross-Up Payment shall be made to the Executive. For purposes of reducing the Total Payments to the Safe Harbor Cap, only amounts payable under this Agreement (and no other Total Payments) shall be reduced. If the reduction of the amounts payable hereunder would not result in a reduction of the Total Payments to the Safe Harbor Cap, no amounts payable under this Agreement shall be reduced pursuant to this provision.

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(or any successor provision). Promptly following a Covered Termination or notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an "excess parachute payment" as defined in Section 280G of the Code (or any successor provision), the Executive and the Company, at the Company's expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel ("National Tax Counsel") selected by the Company's independent auditors and reasonably acceptable to the Executive (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of Total Payments, (C) the amount and present value of any excess parachute payments, and (D) the amount of any Gross-Up Payment or the reduction of any Total Payments to the Safe Harbor Cap, as the case may be. As used in this Agreement, the term "Base Period Income" means an amount equal to the Executive's "annualized includable compensation for the base period" as defined in
Section 280G(d)(1) of the Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code (or any successor provisions), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. The opinion of National Tax Counsel shall be addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such National Tax Counsel so requests in connection with the opinion required by this Section 9(b), the Executive and the Company shall obtain, at the Company's expense, and the National Tax Counsel may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Executive solely with respect to its status under Section 280G of the Code and the regulations thereunder. Within five (5) days after the National Tax Counsel's opinion is received by the Company and the Executive, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement.

(iii) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments or Gross-Up Payment, a change is finally determined to be required in the amount of taxes paid by the Executive, appropriate adjustments shall be made under this Agreement such that the net amount which is payable to the Executive after taking into account the provisions of Section 4999 of the Code (or any successor provision) shall reflect the intent of the parties as expressed in this Section 9, in the manner determined by the National Tax Counsel.

(iv) The Company agrees to bear all costs associated with, and to indemnify and hold harmless, the National Tax Counsel of and from any and all claims, damages, and expenses resulting from or relating to its determinations pursuant to this Section 9(b), except for claims, damages or expenses resulting from the gross negligence or willful misconduct of such firm.

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(b) Additional Benefits. If there is a Covered Termination and the Executive is entitled to Accrued Benefits and the Termination Payment, then the Company shall provide to the Executive the following additional benefits:

(i) The Executive shall receive, at the expense of the Company, outplacement services, on an individualized basis at a level of service commensurate with the Executive's status with the Company immediately prior to the date of the Change in Control of the Company (or, if higher, immediately prior to the termination of the Executive's employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Executive's Annual Base Salary.

(ii) Until the earlier of the end of the Employment Period or such time as the Executive has obtained new employment and is covered by benefits which in the aggregate are at least equal in value to the following benefits, the Executive shall continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical and dental coverage as was required hereunder with respect to the Executive immediately prior to the date the Notice of Termination is given.

(iii) The Company shall bear up to $15,000 in the aggregate of fees and expenses of consultants and/or legal or accounting advisors engaged by the Executive to advise the Executive as to matters relating to the computation of benefits due and payable under this
Section 9.

(iv) The Company shall cause the Executive to be fully and immediately vested in his accrued benefit under the Pentair, Inc. Supplemental Executive Retirement Plan or any other successor plan thereto (the "SERP") and in any defined contribution retirement plan of the Employer. In addition, the Company shall cause the Executive to be entitled to receive the Executive's full accrued benefit under the SERP even though the Executive commences receipt of such benefit before attainment of age sixty-five (65).

10. Death.

(a) Except as provided in Section 10(b), in the event of a Covered Termination due to the Executive's death, the Executive's estate, heirs and beneficiaries shall receive all the Executive's Accrued Benefits through the Termination Date.

(b) In the event the Executive dies after a Notice of Termination is given (i) by the Company or (ii) by the Executive for Good Reason, the Executive's estate, heirs and beneficiaries shall be entitled to the benefits described in Section 10(a) and, subject to the provisions of this Agreement, to such Termination Payment as the Executive would have been entitled to had the Executive lived. For purposes of this Section 10(b), the Termination Date shall be the earlier of thirty days following the giving of the Notice of Termination, subject to extension pursuant to Section 1(n), or one day prior to the end of the Employment Period.

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11. Retirement. If, during the Employment Period, the Executive and the Employer shall execute an agreement providing for the early retirement of the Executive from the Employer, or the Executive shall otherwise give notice that he is voluntarily choosing to retire early from the Employer, the Executive shall receive Accrued Benefits through the Termination Date; provided, that if the Executive's employment is terminated by the Executive for Good Reason or by the Company other than by reason of death, disability or Cause and the Executive also, in connection with such termination, elects voluntary early retirement, the Executive shall also be entitled to receive a Termination Payment pursuant to Section 8.

12. Termination for Disability. If, during the Employment Period, as a result of the Executive's disability due to physical or mental illness or injury (regardless of whether such illness or injury is job-related), the Executive shall have been absent from the Executive's duties hereunder on a full-time basis for a period of six consecutive months and, within thirty days after the Company notifies the Executive in writing that it intends to terminate the Executive's employment (which notice shall not constitute the Notice of Termination contemplated below), the Executive shall not have returned to the performance of the Executive's duties hereunder on a full-time basis, the Company may terminate the Executive's employment for purposes of this Agreement pursuant to a Notice of Termination given in accordance with Section 13. If the Executive's employment is terminated on account of the Executive's disability in accordance with this Section, the Executive shall receive Accrued Benefits through the Termination Date and shall remain eligible for all benefits provided by any long term disability programs of the Company in effect at the time of such termination.

13. Termination Notice and Procedure. Any Covered Termination by the Company or the Executive (other than a termination of the Executive's employment that is a Covered Termination by virtue of Section 2(b)) shall be communicated by a written notice of termination ("Notice of Termination") to the Executive, if such Notice is given by the Company, and to the Company, if such Notice is given by the Executive, all in accordance with the following procedures and those set forth in Section 23:

(a) If such termination is for disability, Cause or Good Reason, the Notice of Termination shall indicate in reasonable detail the facts and circumstances alleged to provide a basis for such termination.

(b) Any Notice of Termination by the Company shall have been approved, prior to the giving thereof to the Executive, by a resolution duly adopted by a majority of the directors of the Company (or any successor corporation) then in office.

(c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive's rights hereunder.

(d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds

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for termination of the Executive's employment for Cause under this Agreement pursuant to Section 1(f)(iii).

(e) The recipient of any Notice of Termination shall personally deliver or mail in accordance with Section 23 written notice of any dispute relating to such Notice of Termination to the party giving such Notice within fifteen days after receipt thereof; provided, however, that if the Executive's conduct or act alleged to provide grounds for termination by the Company for Cause is curable, then such period shall be thirty days. After the expiration of such period, the contents of the Notice of Termination shall become final and not subject to dispute.

14. Further Obligations of the Executive.

(a) Competition. The Executive agrees that, in the event of any Covered Termination where the Executive is entitled to Accrued Benefits and the Termination Payment, the Executive shall not, for a period expiring one year after the Termination Date, without the prior written approval of the Company's Board of Directors, (i) solicit for employment an employee of the Company or its subsidiaries or (ii) participate in the management of, be employed by or own any business enterprise at a location within the United States that engages in substantial competition with the Company or its subsidiaries, where such enterprise's revenues from any competitive activities amount to 10% or more of such enterprise's net revenues and sales for its most recently completed fiscal year; provided, however, that nothing in this Section 14(a) shall prohibit the Executive from owning stock or other securities of a competitor amounting to less than five percent of the outstanding capital stock of such competitor.

(b) Confidentiality. During and following the Executive's employment by the Company, the Executive shall hold in confidence and not directly or indirectly disclose or use or copy or make lists of any confidential information or proprietary data of the Company (including that of the Employer), except to the extent authorized in writing by the Board of Directors of the Company or required by any court or administrative agency, other than to an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Executive of duties as an executive of the Company. Confidential information shall not include any information known generally to the public or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that of the Company. All records, files, documents and materials, or copies thereof, relating to the business of the Company which the Executive shall prepare, or use, or come into contact with, shall be and remain the sole property of the Company and shall be promptly returned to the Company upon termination of employment with the Company.

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rate from the date that payments to him or her should have been made under this Agreement. Within ten days after the Executive's written request therefor, the Company shall pay to the Executive, or such other person or entity as the Executive may designate in writing to the Company, the Executive's reasonable Expenses in advance of the final disposition or conclusion of any such dispute, legal or arbitration proceeding.

16. Payment Obligations Absolute. The Company's obligation during and after the Employment Period to pay the Executive the amounts and to make the benefit and other arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Company may have against him or anyone else. Except as provided in Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

17. Successors.

(a) If the Company sells, assigns or transfers all or substantially all of its business and assets to any Person or if the Company merges into or consolidates or otherwise combines (where the Company does not survive such combination) with any Person (any such event, a "Sale of Business"), then the Company shall assign all of its right, title and interest in this Agreement as of the date of such event to such Person, and the Company shall cause such Person, by written agreement in form and substance reasonably satisfactory to the Executive, to expressly assume and agree to perform from and after the date of such assignment all of the terms, conditions and provisions imposed by this Agreement upon the Company. Failure of the Company to obtain such agreement prior to the effective date of such Sale of Business shall be a breach of this Agreement constituting "Good Reason" hereunder, except that for purposes of implementing the foregoing the date upon which such Sale of Business becomes effective shall be deemed the Termination Date. In case of such assignment by the Company and of assumption and agreement by such Person, as used in this Agreement, "Company" shall thereafter mean such Person which executes and delivers the agreement provided for in this Section 17 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, and this Agreement shall inure to the benefit of, and be enforceable by, such Person. The Executive shall, in his or her discretion, be entitled to proceed against any or all of such Persons, any Person which theretofore was such a successor to the Company and the Company (as so defined) in any action to enforce any rights of the Executive hereunder. Except as provided in this Section 17(a), this Agreement shall not be assignable by the Company. This Agreement shall not be terminated by the voluntary or involuntary dissolution of the Company.

(b) This Agreement and all rights of the Executive shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, heirs and beneficiaries. All amounts payable to the Executive under Sections 3, 7, 8, 9, 10, 11, 12 and 15 if the Executive had lived shall be paid, in the event of the Executive's death, to the Executive's estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Employer, as such terms are in effect on

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the date of the Change in Control of the Company, that expressly govern benefits under such plan in the event of the Executive's death.

18. Severability. The provisions of this Agreement shall be regarded as divisible, and if any of said provisions or any part hereof are declared invalid or unenforceable by a court of competent jurisdiction, the validity and enforceability of the remainder of such provisions or parts hereof and the applicability thereof shall not be affected thereby.

19. Contents of Agreement; Waiver of Rights; Amendment. This Agreement sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and shall supersede in all respects, and the Executive hereby waives all rights under, any prior or other agreement or understanding between the parties with respect to such subject matter, including, but not limited to the Management Assurance Agreement between the Company and the Executive. This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Executive.

20. Withholding. The Company shall be entitled to withhold from amounts to be paid to the Executive hereunder any federal, state or local withholding or other taxes or charges which it is from time to time required to withhold; provided, that the amount so withheld shall not exceed the minimum amount required to be withheld by law. The Company shall be entitled to rely on an opinion of the National Tax Counsel if any question as to the amount or requirement of any such withholding shall arise.

21. Certain Rules of Construction. No party shall be considered as being responsible for the drafting of this Agreement for the purpose of applying any rule construing ambiguities against the drafter or otherwise. No draft of this Agreement shall be taken into account in construing this Agreement. Any provision of this Agreement which requires an agreement in writing shall be deemed to require that the writing in question be signed by the Executive and an authorized representative of the Company.

22. Governing Law; Resolution of Disputes. This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the State of Minnesota. Any dispute arising out of this Agreement shall, at the Executive's election, be determined by arbitration under the rules of the American Arbitration Association then in effect (in which case both parties shall be bound by the arbitration award) or by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the arbitration or litigation shall be Minneapolis, Minnesota or, at the Executive's election, if the Executive is not then residing or working in the Minneapolis, Minnesota metropolitan area, in the judicial district encompassing the city in which the Executive resides; provided, that, if the Executive is not then residing in the United States, the election of the Executive with respect to such venue shall be either Minneapolis, Minnesota or in the judicial district encompassing that city in the United States among the thirty cities having the largest population (as determined by the most recent United States Census data available at the Termination Date) which is closest to the Executive's residence. The parties consent to personal jurisdiction in each trial court in the selected venue having subject matter jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

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23. Notice. Notices given pursuant to this Agreement shall be in writing and, except as otherwise provided by Section 13(d), shall be deemed given when actually received by the Executive or actually received by the Company's Secretary or any officer of the Company other than the Executive. If mailed, such notices shall be mailed by United States registered or certified mail, return receipt requested, addressee only, postage prepaid, if to the Company, to Pentair, Inc., Attention: Secretary (or President, if the Executive is then Secretary), 90 South 7th Street, Thirty Sixth Floor, Minneapolis, Minnesota 55402, or if to the Executive, at the address set forth below the Executive's signature to this Agreement, or to such other address as the party to be notified shall have theretofore given to the other party in writing.

24. No Waiver. No waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

25. Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

PENTAIR, INC.

By:

Its:

Attest:

Its:

EXECUTIVE:

(SEAL)

Address:

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EXHIBIT 10.11

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

THIS AGREEMENT, made and entered into as of the day of , 2000, by and between Pentair, Inc., a Minnesota corporation (hereinafter referred to as the "Company"), and (hereinafter referred to as the "Executive").

W I T N E S S E T H

WHEREAS, the Executive possesses intimate knowledge of the business and affairs of the Company and has acquired certain confidential information and data with respect to the Company; and

WHEREAS, the Company desires to insure, insofar as possible, that it will continue to have the benefit of the Executive's services and to protect its confidential information and goodwill.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows:

1. Definitions.

(b) Act. The term "Act" means the Securities Exchange Act of 1934, as amended.

(c) Affiliate and Associate. The terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule l2b-2 of the General Rules and Regulations under the Act.

(e) Beneficial Owner. A Person shall be deemed to be the "Beneficial Owner" of any securities:

(i) which such Person or any of such Person's Affiliates or Associates has the right to acquire (whether such right is exercisable immediately

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or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, (A) securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase, or (B) securities issuable upon exercise of Rights issued pursuant to the terms of the Company's Rights Agreement, dated as of July 21, 1995, between the Company and Norwest Bank Minnesota, National Association, as amended from time to time (or any successor to such Rights Agreement), at any time before the issuance of such securities;

(iii) which are beneficially owned, directly or indirectly, by any other Person with which such Person or any of such Person's Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring holding, voting (except pursuant to a revocable proxy as described in clause (ii) above) or disposing of any voting securities of the Company.

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(g) Change in Control of the Company. A "Change in Control of the Company" shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred:

(iii) the consummation of a merger, consolidation or share exchange of the Company with any other corporation or the issuance of voting securities of the Company in connection with a merger, consolidation or share exchange of the Company (or any direct or indirect subsidiary of the Company), in each case, which requires approval of the shareholders of the Company, other than (A) a merger, consolidation or share exchange which would result in the voting

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securities of the Company outstanding immediately prior to such merger, consolidation or share exchange continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger, consolidation or share exchange, or (B) a merger, consolidation or share exchange effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Excluded Person) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after August 23, 2000, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding voting securities; or

(h) Code. The term "Code" means the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.

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(k) Good Reason. The Executive shall have "Good Reason" for termination of employment in connection with a Change in Control of the Company in the event of:

(i) any breach of this Agreement by the Employer, including specifically any breach by the Employer of the agreements contained in
Section 3, Section 4, Section 5, or Section 6, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith that the Employer remedies promptly after receipt of notice thereof given by the Executive;

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(vii) failure by the Company to obtain the Agreement referred to in Section 17(a) as provided therein; or

(n) Termination Date. Except as otherwise provided in Section
2(b), Section 10(b), and Section 17(a), the term "Termination Date" means (i) if the Executive's employment is terminated by the Executive's death, the date of death; (ii) if the Executive's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement;
(iii) if the Executive's employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive's employment is terminated by the Executive voluntarily (other than for Good Reason), the date the Notice of Termination is given; and (v) if the Executive's employment is terminated by the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,

(A) If termination is for Cause pursuant to Section 1(f)(iii)
and if the Executive has cured the conduct constituting such Cause as described by the Employer in its Notice of Termination within such thirty-day or shorter period, then the Executive's employment hereunder shall continue as if the Employer had not delivered its Notice of Termination.

(B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the fifteen-day period following receipt thereof, then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22,
(2) the date of the Executive's death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as

-7-

if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination.

2. Termination or Cancellation Prior to Change in Control.

(a) Subject to Section 2(b), the Employer and the Executive shall each retain the right to terminate the employment of the Executive at any time prior to a Change in Control of the Company. Subject to Section 2(b), in the event the Executive's employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and cancelled and of no further force and effect, and any and all rights and obligations of the parties hereunder shall cease.

3. Employment Period; Vesting and Payment of Certain Benefits.

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the Executive's employment during the Employment Period, whether by the Company or the Employer, shall be deemed a termination by the Company for purposes of this Agreement.

5. Compensation. During the Employment Period, the Executive shall be compensated as follows:

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of the Employer of comparable status and position to the Executive; and shall be reimbursed, at such intervals and in accordance with such standard policies that are most favorable to the Executive that were in effect at any time during the 180-day period immediately prior to the Change in Control of the Company, for any and all monies advanced in connection with the Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Employer, including travel expenses.

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financial or other goals reasonably related to the business of the Employer as the Employer shall establish (the "Goals"), all of which Goals shall be attainable, prior to the end of the Employment Period, with approximately the same degree of probability as the most attainable goals under the Employer's bonus plan or plans as in effect at any time during the 180-day period immediately prior to the Change in Control of the Company (whether one or more, the "Company Bonus Plan") and in view of the Employer's existing and projected financial and business circumstances applicable at the time. The amount of the bonus (the "Bonus Amount") that the Executive is eligible to earn under the Bonus Plan shall be no less than 200% of the Executive's target award provided in such Company Bonus Plan (such bonus amount herein referred to as the "Targeted Bonus"), and in the event the Goals are not achieved such that the entire Targeted Bonus is not payable, the Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. Payment of the Bonus Amount shall not be affected by any circumstance occurring subsequent to the end of the Employment Period, including termination of the Executive's employment.

8. Termination Giving Rise to a Termination Payment. If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 12, or
(iii) Cause (any such terminations to be subject to the procedures set forth in
Section 13), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in
Section 14(a), the Termination Payment pursuant to Section 9(a).

9. Payments Upon Termination.

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any rights of the Executive to, any other cash severance payments under any Company severance policy, practice or agreement.

(b) Certain Additional Payments by the Company.

(i) Notwithstanding any other provision of this Agreement, if any portion of the Termination Payment or any other payment under this Agreement, or under any other agreement with or plan of the Employer (in the aggregate, "Total Payments"), would constitute an "excess parachute payment" as defined in Section 280G of the Code (or any successor provision), then the Company shall pay the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive after deduction of any excise tax imposed under Section 4999 of the Code (or any successor provision) and any interest charges or penalties in respect of the imposition of such excise tax (collectively, the "Excise Tax") (but not any federal, state or local income tax, or employment tax) on the Total Payments, and any federal, state and local income tax, employment tax, and excise tax upon the payment provided for by this
Section 9(b)(i), shall be equal to the Total Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's domicile for income tax purposes on the date the Gross-Up Payment is made, net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. Notwithstanding the foregoing, if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the Total Payments would not be subject to the Excise Tax if the Total Payments were reduced by an amount that is less than 10% of the Total Payments that would be treated as "parachute payments" under Section 280G of the Code (or any successor provision), then the amounts payable to the Executive under this Agreement shall be reduced (but not below zero) to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the "Safe Harbor Cap"), and no Gross-Up Payment shall be made to the Executive. For purposes of reducing the Total Payments to the Safe Harbor Cap, only amounts payable under this Agreement (and no other Total Payments) shall be reduced. If the reduction of the amounts payable hereunder would not result in a reduction of the Total Payments to the Safe Harbor Cap, no amounts payable under this Agreement shall be reduced pursuant to this provision.

(ii) For purposes of this Agreement, the terms "excess parachute payment" and "parachute payments" shall have the meanings assigned to them in Section 280G of the Code (or any successor provision) and such "parachute payments" shall be valued as provided therein. Present value for purposes of this Agreement shall be calculated in accordance with Section 1274(b)(2) of the Code (or any successor provision). Promptly following a Covered Termination or notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an "excess parachute payment" as defined in Section 280G of the Code (or any successor

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provision), the Executive and the Company, at the Company's expense, shall obtain the opinion (which need not be unqualified) of nationally recognized tax counsel ("National Tax Counsel") selected by the Company's independent auditors and reasonably acceptable to the Executive (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of Total Payments, (C) the amount and present value of any excess parachute payments, and (D) the amount of any Gross-Up Payment or the reduction of any Total Payments to the Safe Harbor Cap, as the case may be. As used in this Agreement, the term "Base Period Income" means an amount equal to the Executive's "annualized includable compensation for the base period" as defined in
Section 280G(d)(1) of the Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code (or any successor provisions), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. The opinion of National Tax Counsel shall be addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such National Tax Counsel so requests in connection with the opinion required by this Section 9(b), the Executive and the Company shall obtain, at the Company's expense, and the National Tax Counsel may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Executive solely with respect to its status under
Section 280G of the Code and the regulations thereunder. Within five
(5) days after the National Tax Counsel's opinion is received by the Company and the Executive, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement.

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(iv) The Company shall cause the Executive to be fully and immediately vested in his accrued benefit under the Pentair, Inc. 1999 Supplemental Executive Retirement Plan ("SERP") and the Pentair, Inc. Restoration Plan ("Restoration Plan") or any successor plans thereto (the "Plans") (to the extent the Executive participates in the Plans) and in any defined contribution retirement plan of the Employer. The amount of Plan benefits shall be determined as if the Executive had completed additional years of Benefit Service (as such term is defined in the Plans) equal to the lesser of (A) three years or (B) the greater of (x) seven minus the years of Benefit Service credited to such Executive under the Plans, determined without regard to the terms of this Agreement, as of the end of the calendar year which includes the date of the Change in Control of the Company, or (y) zero. In addition, if the Executive is described in Appendix A to the SERP, the additional benefit therein provided for the Executive shall be fully vested and the amount of such additional benefit shall be no less than if the Executive had continued in qualified employment through the end of the calendar year in which he would attain age sixty-two. In addition, the Executive's accrued benefit under the Restoration Plan shall be appropriately increased by the value of the Executive's accrued benefit, if any, under the Company's tax-qualified defined benefit plan which is forfeited due to the Executive's failure to become fully vested thereunder.

10. Death.

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(c) If the Notice is given by the Executive for Good Reason, the Executive may cease performing his duties hereunder on or after the date fifteen days after the delivery of Notice

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of Termination and shall in any event cease employment on the Termination Date. If the Notice is given by the Company, then the Executive may cease performing his duties hereunder on the date of receipt of the Notice of Termination, subject to the Executive's rights hereunder.

(d) The Executive shall have thirty days, or such longer period as the Company may determine to be appropriate, to cure any conduct or act, if curable, alleged to provide grounds for termination of the Executive's employment for Cause under this Agreement pursuant to Section 1(f)(iii).

14. Further Obligations of the Executive.

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is not acting in bad faith, then the Company shall reimburse the Executive for any reasonable attorneys' fees and necessary costs and disbursements incurred as a result of the dispute, legal or arbitration proceeding ("Expenses"), and prejudgment interest on any money judgment or arbitration award obtained by the Executive calculated at the rate of interest announced by U.S. Bank National Association, Minneapolis, Minnesota, from time to time at its prime or base lending rate from the date that payments to him or her should have been made under this Agreement. Within ten days after the Executive's written request therefor, the Company shall pay to the Executive, or such other person or entity as the Executive may designate in writing to the Company, the Executive's reasonable Expenses in advance of the final disposition or conclusion of any such dispute, legal or arbitration proceeding.

17. Successors.

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12 and 15 if the Executive had lived shall be paid, in the event of the Executive's death, to the Executive's estate, heirs and representatives; provided, however, that the foregoing shall not be construed to modify any terms of any benefit plan of the Employer, as such terms are in effect on the date of the Change in Control of the Company, that expressly govern benefits under such plan in the event of the Executive's death.

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jurisdiction notwithstanding their residence or situs, and each party irrevocably consents to service of process in the manner provided hereunder for the giving of notices.

25. Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

PENTAIR, INC.

By:

Its:

Attest:

Its:

EXECUTIVE:

(SEAL)

Address:

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EXHIBIT 10.12

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

W I T N E S S E T H

WHEREAS, the Executive possesses intimate knowledge of the business and affairs of the Company and has acquired certain confidential information and data with respect to the Company; and

WHEREAS, the Company desires to insure, insofar as possible, that it will continue to have the benefit of the Executive's services and to protect its confidential information and goodwill.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows:

1. Definitions.

(b) Act. The term "Act" means the Securities Exchange Act of 1934, as amended.

(c) Affiliate and Associate. The terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule l2b-2 of the General Rules and Regulations under the Act.

(e) Beneficial Owner. A Person shall be deemed to be the "Beneficial Owner" of any securities:

(i) which such Person or any of such Person's Affiliates or Associates has the right to acquire (whether such right is exercisable immediately

-2-

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(g) Change in Control of the Company. A "Change in Control of the Company" shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred:

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(h) Code. The term "Code" means the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.

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(k) Good Reason. The Executive shall have "Good Reason" for termination of employment in connection with a Change in Control of the Company in the event of:

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(vii) failure by the Company to obtain the Agreement referred to in Section 17(a) as provided therein.

(n) Termination Date. Except as otherwise provided in Section
2(b), Section 10(b), and Section 17(a), the term "Termination Date" means (i) if the Executive's employment is terminated by the Executive's death, the date of death; (ii) if the Executive's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement;
(iii) if the Executive's employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive's employment is terminated by the Executive voluntarily (other than for Good Reason), the date the Notice of Termination is given; and (v) if the Executive's employment is terminated by the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,

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determined that Good Reason did exist, the Executive shall in no case be denied the benefits described in Section 9 (including a Termination Payment) based on events occurring after the Executive delivered his Notice of Termination.

2. Termination or Cancellation Prior to Change in Control.

(a) Subject to Section 2(b), the Employer and the Executive shall each retain the right to terminate the employment of the Executive at any time prior to a Change in Control of the Company. Subject to Section 2(b), in the event the Executive's employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and cancelled and of no further force and effect, and any and all rights and obligations of the parties hereunder shall cease.

3. Employment Period; Vesting and Payment of Certain Benefits.

(a) If a Change in Control of the Company occurs when the Executive is employed by the Employer, the Employer will continue thereafter to employ the Executive during the Employment Period, and the Executive will remain in the employ of the Employer in accordance with and subject to the terms and provisions of this Agreement. Any termination of the Executive's employment during the Employment Period, whether by the Company or the Employer, shall be deemed a termination by the Company for purposes of this Agreement.

(b) If a Change in Control of the Company occurs when the Executive is employed by the Employer, (i) the Company shall cause all restrictions on restricted stock awards

-8-

made to the Executive prior to the Change in Control of the Company to lapse such that the Executive is fully and immediately vested in the Executive's restricted stock upon such a Change in Control of the Company; (ii) the Company shall cause all stock options granted to the Executive prior to the Change in Control of the Company pursuant to the Company's stock option plan(s) to be fully and immediately vested upon such a Change in Control of the Company; (iii) the Company shall cause all incentive compensation units and performance awards granted to the Executive pursuant to any long-term incentive plan maintained by the Company to be paid to the Executive within ten (10) business days after the Change in Control of the Company (A) at one-third (1/3) of target, if the award cycle has been in effect less than twelve (12) months, (B) at two thirds (2/3) of the then current value pursuant to such plan, if the award cycle has been in effect twelve (12) or more months but less than twenty-four (24) months, and (C) at the then current value pursuant to such plan, if the award cycle has been in effect twenty-four (24) or more months, in each case as if all performance or incentive requirements and periods had been satisfied; and (iv) the Company shall pay to the Executive within ten (10) business days after the Change in Control of the Company an amount equal to the Executive's annual incentive target bonus for the fiscal year in which the Change in Control of the Company occurs.

5. Compensation. During the Employment Period, the Executive shall be compensated as follows:

(b) The Executive shall receive fringe benefits at least equal in value to the highest value of such benefits provided for the Executive at any time during the 180-day period immediately prior to the Change in Control of the Company or, if more favorable to the Executive, those provided generally at any time during the Employment Period to any executives of the Employer of comparable status and position to the Executive; and shall be reimbursed, at such intervals and in accordance with such standard policies that are most favorable to the Executive that were in effect at any time during the 180-day period immediately prior to the Change in Control of the Company, for any and all monies advanced in connection with the

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Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Employer, including travel expenses.

(f) To assure that the Executive will have an opportunity to earn incentive compensation after a Change in Control of the Company, the Executive shall be included in a bonus plan of the Employer which shall satisfy the standards described below (such plan, the "Bonus Plan"). Bonuses under the Bonus Plan shall be payable with respect to achieving such financial or other goals reasonably related to the business of the Employer as the Employer shall establish (the "Goals"), all of which Goals shall be attainable, prior to the end of the Employment Period, with approximately the same degree of probability as the most attainable goals under the Employer's bonus plan or plans as in effect at any time during the 180-day period immediately

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prior to the Change in Control of the Company (whether one or more, the "Company Bonus Plan") and in view of the Employer's existing and projected financial and business circumstances applicable at the time. The amount of the bonus (the "Bonus Amount") that the Executive is eligible to earn under the Bonus Plan shall be no less than 200% of the Executive's target award provided in such Company Bonus Plan (such bonus amount herein referred to as the "Targeted Bonus"), and in the event the Goals are not achieved such that the entire Targeted Bonus is not payable, the Bonus Plan shall provide for a payment of a Bonus Amount equal to a portion of the Targeted Bonus reasonably related to that portion of the Goals which were achieved. Payment of the Bonus Amount shall not be affected by any circumstance occurring subsequent to the end of the Employment Period, including termination of the Executive's employment.

8. Termination Giving Rise to a Termination Payment. If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 12, or
(iii) Cause (any such terminations to be subject to the procedures set forth in
Section 13), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in
Section 14(a), the Termination Payment pursuant to Section 9(a).

9. Payments Upon Termination.

(a) Termination Payment. The "Termination Payment" shall be an amount equal to the Annual Cash Compensation times two and one-half (2 1/2). The Termination Payment shall be paid to the Executive in cash equivalent ten (10) business days after the Termination Date. Such lump sum payment shall not be reduced by any present value or similar factor, and the Executive shall not be required to mitigate the amount of the Termination Payment by securing other employment or otherwise, nor will such Termination Payment be reduced by reason of the Executive securing other employment or for any other reason. The Termination Payment shall be in lieu of, and acceptance by the Executive of the Termination Payment shall constitute the Executive's release of any rights of the Executive to, any other cash severance payments under any Company severance policy, practice or agreement.

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(b) Certain Additional Payments by the Company.

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and reasonably acceptable to the Executive (which may be regular outside counsel to the Company), which opinion sets forth (A) the amount of the Base Period Income, (B) the amount and present value of Total Payments, (C) the amount and present value of any excess parachute payments, and (D) the amount of any Gross-Up Payment or the reduction of any Total Payments to the Safe Harbor Cap, as the case may be. As used in this Agreement, the term "Base Period Income" means an amount equal to the Executive's "annualized includable compensation for the base period" as defined in Section 280G(d)(1) of the Code. For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code (or any successor provisions), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. The opinion of National Tax Counsel shall be addressed to the Company and the Executive and shall be binding upon the Company and the Executive. If such National Tax Counsel so requests in connection with the opinion required by this
Section 9(b), the Executive and the Company shall obtain, at the Company's expense, and the National Tax Counsel may rely on, the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Executive solely with respect to its status under Section 280G of the Code and the regulations thereunder. Within five (5) days after the National Tax Counsel's opinion is received by the Company and the Executive, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement.

(iii) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Total Payments or Gross-Up Payment, a change is finally determined to be required in the amount of taxes paid by the Executive, appropriate adjustments shall be made under this Agreement such that the net amount which is payable to the Executive after taking into account the provisions of Section 4999 of the Code (or any successor provision) shall reflect the intent of the parties as expressed in this
Section 9, in the manner determined by the National Tax Counsel.

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to the termination of the Executive's employment), provided by a nationally recognized executive placement firm selected by the Company; provided that the cost to the Company of such services shall not exceed 10% of the Executive's Annual Base Salary.

10. Death.

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14. Further Obligations of the Executive.

15. Expenses and Interest. If, after a Change in Control of the Company, (a) a dispute arises with respect to the enforcement of the Executive's rights under this Agreement or (b) any legal or arbitration proceeding shall be brought to enforce or interpret any provision contained herein or to recover damages for breach hereof, in either case so long as the Executive is not acting in bad faith, then the Company shall reimburse the Executive for any reasonable attorneys' fees and necessary costs and disbursements incurred as a result of the dispute, legal or arbitration proceeding ("Expenses"), and prejudgment interest on any money judgment or arbitration award obtained by the Executive calculated at the rate of interest announced by U.S. Bank National Association, Minneapolis, Minnesota, from time to time at its prime or base lending rate from the date that payments to him or her should have been made under this Agreement. Within ten days after the Executive's written request therefor, the Company shall pay to the Executive, or such other person or entity as the Executive may designate in writing to the Company, the Executive's reasonable Expenses in advance of the final disposition or conclusion of any such dispute, legal or arbitration proceeding.

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Section 15, all amounts payable by the Company hereunder shall be paid without notice or demand. Each and every payment made hereunder by the Company shall be final, and the Company will not seek to recover all or any part of such payment from the Executive, or from whomsoever may be entitled thereto, for any reason whatsoever.

17. Successors.

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Executive. This Agreement may not be amended or modified at any time except by written instrument executed by the Company and the Executive.

25. Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

PENTAIR, INC.

By:

Its:

Attest:

Its:

EXECUTIVE:

(SEAL)

Address:

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EXHIBIT 10.13

KEY EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT

W I T N E S S E T H

WHEREAS, the Executive possesses intimate knowledge of the business and affairs of the Company and has acquired certain confidential information and data with respect to the Company; and

WHEREAS, the Company desires to insure, insofar as possible, that it will continue to have the benefit of the Executive's services and to protect its confidential information and goodwill.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties hereto mutually covenant and agree as follows:

1. Definitions.

(b) Act. The term "Act" means the Securities Exchange Act of 1934, as amended.

(c) Affiliate and Associate. The terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule l2b-2 of the General Rules and Regulations under the Act.

(e) Beneficial Owner. A Person shall be deemed to be the "Beneficial Owner" of any securities:

(i) which such Person or any of such Person's Affiliates or Associates has the right to acquire (whether such right is exercisable immediately

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(g) Change in Control of the Company. A "Change in Control of the Company" shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred:

(i) any Person (other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under any employee benefit plan of the Company or any of its subsidiaries,
(C) an underwriter temporarily holding securities pursuant to an offering of such securities or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company ("Excluded Persons")) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates after August 23, 2000, pursuant to express authorization by the Board that refers to this exception) representing 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company's then outstanding voting securities; or

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(h) Code. The term "Code" means the Internal Revenue Code of 1986, including any amendments thereto or successor tax codes thereof.

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(k) Good Reason. The Executive shall have "Good Reason" for termination of employment in connection with a Change in Control of the Company in the event of:

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(vii) failure by the Company to obtain the Agreement referred to in Section 17(a) as provided therein.

(n) Termination Date. Except as otherwise provided in Section
2(b), Section 10(b), and Section 17(a), the term "Termination Date" means (i) if the Executive's employment is terminated by the Executive's death, the date of death; (ii) if the Executive's employment is terminated by reason of voluntary early retirement, as agreed in writing by the Employer and the Executive, the date of such early retirement which is set forth in such written agreement;
(iii) if the Executive's employment is terminated for purposes of this Agreement by reason of disability pursuant to Section 12, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period; (iv) if the Executive's employment is terminated by the Executive voluntarily (other than for Good Reason), the date the Notice of Termination is given; and (v) if the Executive's employment is terminated by the Employer (other than by reason of disability pursuant to Section 12) or by the Executive for Good Reason, the earlier of thirty days after the Notice of Termination is given or one day prior to the end of the Employment Period. Notwithstanding the foregoing,

(B) If the Executive shall in good faith give a Notice of Termination for Good Reason and the Employer notifies the Executive that a dispute exists concerning the termination within the fifteen-day period following receipt thereof, then the Executive may elect to continue his or her employment during such dispute and the Termination Date shall be determined under this paragraph. If the Executive so elects and it is thereafter determined that Good Reason did exist, the Termination Date shall be the earliest of (1) the date on which the dispute is finally determined, either (x) by mutual written agreement of the parties or (y) in accordance with Section 22, (2) the date of the Executive's death or (3) one day prior to the end of the Employment Period. If the Executive so elects and it is thereafter determined that Good Reason did not exist, then the employment of the Executive hereunder shall continue after such determination as if the Executive had not delivered the Notice of Termination asserting Good Reason and there shall be no Termination Date arising out of such Notice. In either case, this Agreement continues, until the Termination Date, if any, as if the Executive had not delivered the Notice of Termination except that, if it is finally

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2. Termination or Cancellation Prior to Change in Control.

(a) Subject to Section 2(b), the Employer and the Executive shall each retain the right to terminate the employment of the Executive at any time prior to a Change in Control of the Company. Subject to Section 2(b), in the event the Executive's employment is terminated prior to a Change in Control of the Company, this Agreement shall be terminated and cancelled and of no further force and effect, and any and all rights and obligations of the parties hereunder shall cease.

3. Employment Period; Vesting and Payment of Certain Benefits.

(b) If a Change in Control of the Company occurs when the Executive is employed by the Employer, (i) the Company shall cause all restrictions on restricted stock awards

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5. Compensation. During the Employment Period, the Executive shall be compensated as follows:

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Executive's employment for reasonable and necessary expenses incurred by the Executive on behalf of the Employer, including travel expenses.

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8. Termination Giving Rise to a Termination Payment. If there is a Covered Termination by the Executive for Good Reason, or by the Company other than by reason of (i) death, (ii) disability pursuant to Section 12, or
(iii) Cause (any such terminations to be subject to the procedures set forth in
Section 13), then the Executive shall be entitled to receive, and the Company shall promptly pay, Accrued Benefits and, in lieu of further base salary for periods following the Termination Date, as liquidated damages and additional severance pay and in consideration of the covenant of the Executive set forth in
Section 14(a), the Termination Payment pursuant to Section 9(a).

9. Payments Upon Termination.

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(b) Certain Additional Payments by the Company.

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10. Death.

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provisions of this Agreement, to such Termination Payment as the Executive would have been entitled to had the Executive lived. For purposes of this Section
10(b), the Termination Date shall be the earlier of thirty days following the giving of the Notice of Termination, subject to extension pursuant to Section
1(n), or one day prior to the end of the Employment Period.

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14. Further Obligations of the Executive.

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Bank National Association, Minneapolis, Minnesota, from time to time at its prime or base lending rate from the date that payments to him or her should have been made under this Agreement. Within ten days after the Executive's written request therefor, the Company shall pay to the Executive, or such other person or entity as the Executive may designate in writing to the Company, the Executive's reasonable Expenses in advance of the final disposition or conclusion of any such dispute, legal or arbitration proceeding.

17. Successors.

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the date of the Change in Control of the Company, that expressly govern benefits under such plan in the event of the Executive's death.

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25. Headings. The headings herein contained are for reference only and shall not affect the meaning or interpretation of any provision of this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

PENTAIR, INC.

By:

Its:

Attest:

Its:

EXECUTIVE:

(SEAL)

Address:

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