PENTAIR INC
COMPANY'S EXECUTIVE OFFICER PERFORMANCE PLAN
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<TYPE>EX-10.9
<SEQUENCE>11
<FILENAME>c57456ex10-9.txt
<DESCRIPTION>COMPANY'S EXECUTIVE OFFICER PERFORMANCE PLAN
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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

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                  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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