PENTAIR, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Exhibit 10.2

PENTAIR, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective January 1, 2009

TABLE OF CONTENTS

PENTAIR, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

      Section 1. Name of Plan . This plan shall be known as the Pentair, Inc. 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 vested Participant Separates from Service and his or her Benefit Commencement Date. With respect to such a Participant who survives to his or her Benefit Commencement Date and who so separates:

     (2)  “Administrator” is the Company.

     (3)  “Beneficiary” is a person entitled to receive any benefits payable under the Plan after a former Participant’s death.

     (4)  “Benefit Commencement Date” is generally the first day of the first month as of which a Participant’s Retirement Benefit is payable. For a vested Participant who Separates from Service on or after attaining age fifty-five (55), the Benefit Commencement Date is the first day of the month next following the six-month anniversary of the date the Participant Separates from Service. For a vested Participant who Separates from Service before attaining age fifty-five (55), the Benefit Commencement Date is the later of the date described in the immediately preceding sentence and the first day of the month next following the month which includes his or her fifty-fifth (55th) birthday. For a Participant who becomes disabled, the Participant’s Benefit Commencement Date shall be the first day of the month next following the month in which the Participant’s sixty-fifth (65 ^th ) birthday occurs, as provided in Section 3(e).

     (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. An individual’s Benefit Service Date shall be listed on Schedule 1.

     (7)  “Board” is the Board of Directors of the Company.

     (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. Any reference to a specific provision of the Code shall be deemed to refer to any successor provision thereto and the regulations promulgated thereunder.

     (10)  “Committee” is the Compensation Committee of the Board.

     (11)  “Company” is Pentair, Inc., a Minnesota corporation, or any successor thereto.

     (12)  “Compensation” is any item or class of remuneration or part thereof listed or described in the left-hand column of Schedule 2 and not any such items listed or described in the right-hand column of Schedule 2. In the event a remuneration item is not listed or described in Schedule 2, 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 Monthly Installment and shall be 113.4.

     (14)  “Covered Termination” is a covered termination, as defined in the KEESA, which entitles the Participant to a termination payment pursuant to Sections 8 and 9(a) of the KEESA.

     (15)  “Disabled” or “Disability” is a physical or mental condition, resulting from physical or mental sickness or injury, which prevents the individual from engaging in any substantial gainful activity, and which condition can be expected to last for a continuous period of not less than twelve (12) months.

     (16)  “Effective Date” is, with respect to this amended and restated Plan document, January 1, 2009.

     (17)  “Eligible Employee” is an individual who, on or after the Effective Date, 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 appointed by the Board 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 prospectively the requirement that an individual be a U.S. citizen or lawful permanent resident and, with respect to such an individual and to the extent otherwise consistent with Plan terms, 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 Separation from Service or otherwise terminates all Group employment due to death or Disability.

     (19)  “ERISA” is the Employee Retirement Income Security Act of 1974, as amended. Any reference to a specific provision of ERISA shall be deemed to include any successor provision thereto and the regulations promulgated thereunder.

     (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 Separation from Service 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 Separation from Service 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.

          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).

     (21)  “Group” is the Company and, except as prescribed by the Administrator, each other corporation or unincorporated business which is a member of a controlled group of corporations or a group of trades or businesses under common control (within the meaning of Code section 414(b) or (c)) which includes the Company, but with respect to other business entities during only the periods of such common control with the Company.

     (22)  “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.

     (23)  “KEESA” is the Key Executive Employment and Severance Agreement, if any, in effect between the Company and the Participant.

     (24)  “Monthly Installment” is a monthly payment, commencing as of the Participant’s Benefit Commencement Date, payable for one hundred eighty (180) consecutive months, and shall be determined by dividing the Participant’s Pension Amount by the Conversion Factor, with such monthly payment rounded to the nearest whole dollar amount.

     (25)  “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, Disability, or Separation from Service; provided, however, if the individual has a non-forfeitable right to a Retirement Benefit as of the date he or she incurs such an event (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).

     (26)  “Participation Date” is the later of (i) January 1, 1999 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.

     (27)  “Pension Amount” is an amount equal to the Participant’s Final Average Compensation multiplied by fifteen percent (15%) multiplied by the Participant’s Benefit Service, with such amount then multiplied by the Adjustment Factor if the Participant Separates from Service and survives to his or her Benefit Commencement Date.

     (28)  “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.

     (29)  “Retirement Benefit” is the monthly retirement benefit payable under the Plan as the Monthly Installment.

     (30)  “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.

     (31)  “Separates from Service” or “Separation from Service” is the termination of employment as an employee, from all business entities that comprise the Group, for reasons other than death or Disability. A Participant will be deemed to have incurred a Separation from Service when the level of bona fide services performed by the Participant for the Group permanently decreases to a level equal to twenty percent (20%) or less of the average level of services performed by the Participant for the Group during the immediately preceding thirty-six (36) month period (or such lesser period of service). Notwithstanding the foregoing, a Participant on a bona fide leave of absence from the Group shall be considered to have incurred a Separation from Service no later than the six (6) month anniversary of the absence (or twenty-nine (29) months in the event of an absence due to a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position or a substantially similar position) or the end of such longer period during which the individual has the right by law or agreement to return to employment upon the expiration of the leave. Notwithstanding the foregoing, if following the Participant’s termination of employment from the Group the Participant becomes a non-employee director or becomes or remains a consultant to the Group, then the date of the Participant’s Separation from Service may be delayed until the Participant ceases to provide services in such capacity to the extent required by Code section 409A.

     (32)  “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. 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.

          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 (or such earlier date as the Administrator may prescribe) of what would be otherwise his or her Participation Date, 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, the declination shall not be compensated for or replaced with any other current or future item of compensation and 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. Once Plan participation is accepted or declined, such action shall be effective as to the individual concerned regardless of any later break in service and return to covered employment.

          (3) Effective Date Participants . The names of the Eligible Employees covered by the Plan as of the Effective Date 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.

     (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 Separation from Service before completing five (5) Years of Service.

          (2) Death or Disability . A Participant who dies or becomes Disabled while employed by a Group member shall be fully vested in his or her Retirement Benefit.

          (3) Automatic Acceleration of Vesting . If a Participant has a Covered Termination under his or her KEESA, then immediately before such termination the Participant shall be considered fully vested in his or her Retirement Benefit.

          (4) Other Forfeiture . Notwithstanding the foregoing provisions of this Section 3(b), 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 . For an individual who becomes an Eligible Employee on or after the Effective Date, the 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 an active Participant immediately before and as of the Effective Date 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 by reason of death while an Eligible Employee 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 actual Hours of Service credited for such year.

          (4) Benefit Service Upon a Covered Termination . If a 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)(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.

          (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, manner or type 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 or extend beyond the date the Participant Separates from Service.

          (5) Break in Service . Except as determined in the discretion of the Committee, if a Participant Separates from Service before he or she has a nonforfeitable right to a Retirement Benefit by reason of Section 3(b)(1) and thereafter returns to employment as an Eligible Employee, all service credits earned prior to such termination shall be ignored and the individual’s service credits 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 Separation from Service, is employed with a Group member 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). 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.

     (e)  Disability.

          (1) General . This Section describes a 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 earliest 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), and (iii) the date of the Participant’s death.

          (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) Payment of Disability Benefit . A Disabled Participant shall be entitled to a Retirement Benefit commencing as of the first day of the calendar month next following the Participant’s attainment of age sixty-five (65), even if such individual recovers from such Disability prior to such date.

          (5) Death During the Disability Period . If a Disabled Participant dies during the Disability period or the Disability Period ends by reason of attainment of age sixty-five (65) and the Disabled Participant dies before benefits commence, 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, except that in no event shall benefits commence prior to the Participant’s age sixty-five (65).

     (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, 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).

      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 Timing of Benefit Payment.

          (1) General . Except as otherwise provided herein, the benefit payable to the Beneficiary shall be determined by multiplying the Participant’s Pension Amount, determined as of the end of the month which includes the date of death and as if the Participant had not died, by the appropriate factor from Table 1 to reflect the period, if any, beginning on the first day of the calendar month next following the calendar month in which the Participant died and ending on the later of the first day of the third calendar month next 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).

          (2) Lump Sum . The death benefit provided under this Section 4 shall be paid to the Beneficiary in a lump sum within ninety (90) days following the date of the Participant’s death.

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

      Section 5. Payment of Retirement Benefits.

     (a)  General . The Participant shall be responsible for providing such informa