AGREEMENT TO ENTER INTO SEPARATION AND AGREEMENT RELEASE

Exhibit 10.1

AGREEMENT TO ENTER INTO
SEPARATION AGREEMENT AND RELEASE

     THIS AGREEMENT TO ENTER INTO SEPARATION AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and between Karen A. Durant (“Employee”) and Pentair, Inc. (“Company”).

RECITALS

     WHEREAS, Employee has been an employee of the Company since 1989 and is currently the Company’s Senior Vice President, Finance and Analysis;

     WHEREAS, the parties desire the employment relationship between them to end on August 1, 2007 (the “Effective Date”);

     WHEREAS, the parties agree that, upon termination of the employment relationship, and in accordance with and subject to the provisions below, each will enter into a Separation Agreement and Release (“Separation Agreement”) , a form copy of which is attached hereto as Exhibit A, in which the Company will extend certain separation benefits to Employee as set forth therein and, in exchange, Employee agrees to release and waive all claims and damages relating to her employment and separation therefrom;

     NOW, THEREFORE, in consideration of the promises and the mutual agreements, covenants and provisions contained in this Agreement, the parties hereto agree as follows:

AGREEMENT

     1.  Agreement to Enter Separation Agreement and Release . The Company and Employee agree that the Company shall terminate the employment relationship between them on the “Effective Date”. Upon such termination, the Company and Employee agree to enter into the Separation Agreement.

     2.  Minnesota Law Applies . The terms of this Agreement will be governed by the laws of the State of Minnesota, and shall be construed and enforced thereunder. Any dispute arising out of this Agreement shall be decided by a court of appropriate jurisdiction in Minnesota.

     3.  Merger . This Agreement supersedes and replaces all prior oral and written agreements, understandings, and representations between Employee and the Company concerning the subject matter hereof.

Dated: July 12, 2007		/s/ Karen A. Durant
		Karen A. Durant
Dated: July 12, 2007		PENTAIR, INC.
		By		/s/ Louis L. Ainsworth
		Its Senior Vice President, General Counsel

Attachment—Exhibit A: “Separation Agreement and Release”

SEPARATION AGREEMENT AND RELEASE

     THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is made and entered into by and between Karen A. Durant (“Employee”) and Pentair, Inc. (“Pentair” or “Company”).

     1.  Separation Payment, COBRA Subsidy and MIP Substitute . In consideration for the mutual promises exchanged herein, the Company will pay to Employee the sum of Three Hundred Twenty-Six Thousand Five Hundred Forty-Seven and Twelve One Hundredths Dollars ($326,547.12), less applicable withholdings (“Separation Payment”), provided Employee does not exercise any right of rescission under Section 8 herein. Two Hundred Four Thousand Ninety-One and Ninety-Five One Hundredths Dollars ($204,091.95), less applicable withholdings, of the Separation Payment shall be paid in the form of a salary continuation in connection with the Company’s regular payroll between the Separation Date and February 29, 2008, and One Hundred Twenty-Two Thousand Four Hundred Fifty-Five and Seventeen One Hundredths Dollars ($122,455.17), less applicable withholdings, of the Separation Payment shall be paid in a lump sum on March 15, 2008.

In recognition of the fact that the cessation of Employee’s employment on the Separation Date (as defined in Section 5 below) renders her ineligible for any payment under the Company’s Management Incentive Plan (“MIP”) for 2007 and as further consideration to Employee, the Company will pay Employee an additional sum, less applicable withholdings (“MIP Substitute”), no later than March 15, 2008 at the same time MIP-eligible employees receive MIP payments provided Employee does not exercise any right of rescission under Section 8 herein. The MIP Substitute shall be an amount equivalent to seven-twelfths (7/12) of the actual MIP payment that would have become due and payable to Employee in March 2008 had her employment continued through December 31, 2007. Further, when the Company performs the calculation of the amount of the actual MIP payment that would have become due and payable to Employee had she continued employment through December 31, 2007, the Company guarantees that the portion of MIP designated as the Strategy Deployment Factor shall be set at no less than 100% of target.

In addition to the Separation Payment and the MIP Substitute, if Employee elects to continue participating in the Company’s group health insurance program pursuant to applicable federal COBRA regulations following the Separation Date, then the Company will pay to Employee the lump sum of Fourteen Thousand Dollars ($14,000.00), less applicable withholdings (“COBRA Subsidy”), to be used toward the cost of future health insurance and dental premiums provided Employee does not exercise any right of rescission under Section 8 herein.

The parties acknowledge that, with or without this Agreement, Employee is entitled to receive and will receive pay for her accrued and unused vacation and that the amount of such accrued vacation is $31,398.76. Employee understands and agrees that, except as provided in the foregoing sentence and in Section 10 herein, she has no rights to, options under, or claims arising under the Company’s vacation and holiday policies, MIP, Omnibus Stock Incentive Plan, Flexible Perquisite Plan, or Pentair, Inc. Employee Stock Purchase and Bonus Plan, and that she holds no stock options or rights to grants of future stock options.

     2.  Discharge of Claims . Employee, on behalf of herself, her agents, representatives, attorneys, assignees, heirs, executors, and administrators, hereby covenants not to sue for past or present claims and hereby releases and forever discharges the Company, and its past and present employees, agents, insurers, officials, officers, directors, divisions, parents, subsidiaries and successors, and all affiliated companies and corporations and their respective past and present employees, agents, insurers, officials, officers and directors from any and all past or present claims and causes of action of any type arising, or which may have arisen, out of or in connection with her employment or termination of employment with the Company, including but not limited to claims, demands or actions arising under The Minnesota Fair Labor Standards Act (Minn. Stat. § 177.21-35), the Federal Fair Labor Standards Act, the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 626, as amended by the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq. , the Americans with Disabilities Act, 29 U.S.C. § 2101, et seq. , the Family and Medical Leave Act to the extent related to claims for money damages, the Minnesota Human Rights Act, Minn. Stat. § 363.01, et seq. , Minnesota Workers’ Compensation Act, Minn. Stat. § 176.01 et seq . (excluding claims for workers’ compensation benefits), any other federal, state or local statute, ordinance, regulation or order regarding employment, compensation for employment, termination of employment, or discrimination in employment, and the common law of any state. Employee further understands that this discharge of claims extends to, but is not limited to, all claims which she may have as of the date of this Agreement against the Company, based upon statutory or common law claims for defamation, libel, slander, assault, battery, negligent or intentional infliction of emotional distress, negligent hiring or retention, breach of contract, promissory estoppel, fraud, wrongful discharge, or any other theory, whether legal or equitable, and any and all claims for damages, attorney fees or costs. Employee acknowledges that the discharge of claims in this paragraph applies to all claims that she is legally permitted to release, and as such does not apply to any vested rights under the Company’s retirement plans or under the Pentair, Inc. Non-Qualified Deferred Compensation Plan (“Sidekick”), nor does it preclude her from filing a charge of discrimination, though she may not recover damages if she does file such a charge.

     3.  Confidential Information Acquired During Employment . Employee agrees that she will continue to treat, as pr