EX-10.2






Exhibit 10.2




PENTAIR, INC.




SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN




As Amended and Restated Effective January 1, 2009















 








TABLE OF CONTENTS




	 	 	 	 	 
	Section 1. Name of Plan
	 	 	1	 
	 
	 	 	 	 
	Section 2. General Definitions
	 	 	1	 
	 
	 	 	 	 
	Section 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
	 	 	9	 
	 
	 	 	 	 
	Section 4. Payments in the Event of Death Before the Benefit Commencement Date
	 	 	9	 
	(a) General
	 	 	9	 
	(b) Vested Participant
	 	 	10	 
	(c) Amount and Timing of Benefit Payment
	 	 	10	 
	(d) Beneficiary
	 	 	10	 
	 
	 	 	 	 
	Section 5. Payment of Retirement Benefits
	 	 	10	 
	(a) General
	 	 	10	 
	(b) Lump Sum
	 	 	10	 
	(c) Re-Employment after Commencement of Benefits
	 	 	11	 
	(d) Death Before End of 180 Month Period
	 	 	11	 
	(e) Beneficiary
	 	 	11	 
	(f) Non-Alienation
	 	 	12	 
	(g) Miscellaneous
	 	 	12	 
	 
	 	 	 	 
	Section 6. Confidentiality, Covenants Not to Compete, and Non-Solicitation
	 	 	13	 
	(a) General
	 	 	13	 
	(b) Forfeiture and Other Remedies
	 	 	14	 
	 
	 	 	 	 
	Section 7. Funding and Payment of Benefits 
	 	 	14	 
	(a) General
	 	 	14	 
	(b) Employer Company
	 	 	14	 
	(c) Company Assumption of Liability
	 	 	15	 
	(d) Participation by Other Group Members
	 	 	15	 
	 
	 	 	 	 
	Section 8. Default
	 	 	15	 
	 
	 	 	 	 
	Section 9. Administration of the Plan
	 	 	16	 
	(a) General
	 	 	16	 
	(b) Committee
	 	 	16	 
	(c) Discretion
	 	 	16	 






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	(d) Indemnity
	 	 	16	 
	(e) Code Section 409A
	 	 	17	 
	(f) Use of Professional Services
	 	 	17	 
	(g) Communications
	 	 	17	 
	 
	 	 	 	 
	Section 10. Effect of KEESA
	 	 	17	 
	 
	 	 	 	 
	Section 11. Amendment or Termination
	 	 	18	 
	(a) General
	 	 	18	 
	(b) Limitation on Power to Amend or Terminate
	 	 	18	 
	(c) Change in Control
	 	 	18	 
	(d) Continuation of Plan Provisions
	 	 	18	 
	 
	 	 	 	 
	Section 12. Claims
	 	 	19	 
	(a) Filing Claims
	 	 	19	 
	(b) Decision on Claim
	 	 	19	 
	(c) Appeal of Denied Claim
	 	 	19	 
	(d) Decision by Appeals Committee
	 	 	19	 
	 
	 	 	 	 
	Section 13. Miscellaneous
	 	 	19	 
	(a) Employer’s Rights
	 	 	19	 
	(b) Interpretation
	 	 	20	 
	(c) Withholding of Taxes
	 	 	20	 
	(d) Offset for Amounts Due
	 	 	20	 
	(e) Computational Errors
	 	 	20	 
	(f) Requirement of Proof
	 	 	20	 
	(g) Tax Consequences
	 	 	20	 
	(h) Communications
	 	 	20	 
	(i) Not Compensation Under Other Benefit Plans
	 	 	21	 
	(j) Choice of Law
	 	 	21	 
	(k) Savings Clause
	 	 	21	 
	(l) Change in Control
	 	 	21	 
	 
	 	 	 	 
	Section 14. Transition Rules
	 	 	21	 
	(a) General
	 	 	21	 
	(b) 2004 Vested Participants Benefits
	 	 	21	 
	(c) Excess
	 	 	21	 
	 
	 	 	 	 
	APPENDIX A
	 	 	23	 
	 
	 	 	 	 
	SCHEDULE 1
	 	 	25	 
	 
	 	 	 	 
	SCHEDULE 2
	 	 	26	 
	 
	 	 	 	 
	TABLE 1
	 	 	27	 






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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:




	 	(a)	 	on or after attaining age fifty-five (55), the Adjustment Factor is 1.03441
(i.e., the Pension Amount is adjusted to reflect the period beginning on the first day
of the month next following the month in which the Participant Separates from Service
to the Benefit Commencement Date); or
	 
	 	(b)	 	before attaining age fifty-five (55), the Adjustment Factor is the appropriate
factor set forth in Table 1 to reflect the period beginning on the first day of the
month next following the month in which the Participant Separates from Service and
ending on the Benefit Commencement Date.





     (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 (65th) 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.



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     (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.



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     (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



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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.



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     (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.




5









 








          (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.



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          (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.




7









 








          (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.




8









 








          (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.



9









 





     (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 information as the
Administrator deems appropriate or useful for processing the payment of the Retirement Benefit.
Unless and only to the extent there is a good faith dispute over the right to the Retirement
Benefit or the amount due (and reasonable corresponding efforts to resolve same), the Retirement
Benefit shall be paid commencing as of the Benefit Commencement Date based on the information
reasonably available to the Administrator. If there is a delay in the actual commencement of the
Retirement Benefit past the Benefit Commencement Date, the Benefit Commencement Date 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) Lump Sum. Notwithstanding anything herein to the contrary, the Retirement Benefit
shall be paid to the Participant in a lump sum on the Benefit Commencement Date if the Pension
Amount payable hereunder, plus the Pension Amount payable to the Participant under the Pentair,
Inc. Restoration Plan (if any), is $150,000 or less as of the Benefit Commencement Date.



10









 





     (c) Re-Employment after Commencement of Benefits.



          (1) General. 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 not cease during the period of re-employment by reason of such re-employment.




          (2) Additional Benefit. In the event the Participant so returns to employment as an
Eligible Employee, 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).




     (d) Death Before End of 180 Month Period.



          (1) Death After the Benefit Commencement Date. If a Participant to whom the
Retirement Benefit is being paid dies 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.




          (2) Others. The benefit payable after the death of any former Participant not
described in paragraph (1) immediately preceding shall be determined under Section 4.




     (e) 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 such prior designation, entitled to receive any Plan benefits payable after the
Participant’s death. 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 payment of the death 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 the
benefit 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 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) month term certain
period over which such benefits are payable, such Participant’s Beneficiary with respect



11









 






to any benefits payable after such Participant’s death shall be determined as otherwise provided in this
Section 5(e) 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.




     (f) Non-Alienation. Except as otherwise provided under the Plan or as required under
applicable law, unless otherwise determined by the Administrator, 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 attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, or charge the same shall be void, and 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.



     (g) Miscellaneous.



          (1) Payment on Behalf of Incompetent Participants or Beneficiaries. If the
Administrator shall determine a Participant or Beneficiary entitled to a distribution hereunder is
incapable of caring for his or her own affairs because of illness or otherwise, it may direct that
any Plan benefit payments be made in such shares as it shall determine, to the attorney-in-fact,
Spouse, child, parent or other blood relative of such Participant or Beneficiary, or any of them,
or to such other person or persons as the Administrator may determine, until such date as it shall
determine such incapacity no longer exists; provided, however, the exercise of this discretion
shall not cause an acceleration or delay in the time of payment of Plan benefits except to the
extent, and only for the duration of, the time reasonably necessary to resolve such matters or
otherwise protect the interests of the Plan and the Company. The Administrator shall be under no
obligation to see to the proper application of the payments so made to such person or persons and
any such payment shall be a complete discharge of any liability under the Plan to such Participant
or Beneficiary, to the extent of such distribution.




          (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 immediately 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.




12









 








          (3) Overpayment. If the benefits paid to any person exceed the benefits to which the
person was actually entitled, then to the extent of such excess, and as and when payable, 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.




          (5) Requirement of Releases. If in the opinion of the Administrator, any present or
former Spouse or dependent of a Participant or other person shall by reason of the law of any
jurisdiction appear to have any bona fide interest in Plan benefits that may become payable to a
Participant or with respect to a deceased Participant, or otherwise has asserted such a claim, the
Administrator may direct such benefits be withheld pending receipt of such written releases as it
deems necessary to prevent or avoid any conflict or multiplicity of claims with respect to the
payment of such benefits, but only to the extent and for the duration reasonably necessary to
resolve such matters or otherwise protect the interests of the Plan and the Company.




     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 individual’s period of service. Therefore, in
consideration of the extension of the Plan to an Eligible Employee, he or she agrees that (i) after
Separation from Service or other cessation of employment with all Group members 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 such separation or cessation 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 such
separation or cessation;
	 
	 	(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




13









 






	 	 	 	Separation from Service or other cessation 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 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. 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.



     (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), 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.



14









 





     (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 Separation from Service 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) shall cease when the Employer Company agrees to
participate in the Plan. The Company’s obligation under paragraph (ii) shall cease when the
Employer Company is current on its payment of benefits. The Company’s obligation under paragraph
(iii) 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.




     (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.



     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, by the end of
the year next following the year incurred, the reasonable costs of collection of any such amount,



15









 







including reasonable attorney’s fees and costs, so long as such costs are submitted by or on behalf
of the Participant or Beneficiary to reasonably allow that timely reimbursement; 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, upon a Change in Control a Participant for whom and while a
Covered Termination may occur, shall be entitled to payment or reimbursement of such costs of
collection as provided under Section 13(l).



     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 Senior Vice
President of Human Resources (or persons designated by such Senior 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.



     (c) Discretion. In exercising their powers and duties under this Section, and their other
powers and duties granted under the Plan, the Committee and the Administrator and each member or
delegate thereof is granted such discretion as is appropriate or necessary to carry out such duties
and powers. This discretion necessarily follows from the fact that the Plan does not, and is not
intended to, prescribe all rules necessary to administer the Plan or anticipate all circumstances
or events which may arise in the course of such administration.



     (d) 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



16









 







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 actually
and reasonably incurred, not otherwise paid or reimbursable under an applicable employer paid
insurance policy, and not duplicative of other payments made or reimbursements due by the Company
or its affiliates under other indemnity agreements.



     (e) Code Section 409A. The Plan shall be administered, and the Administrator and the
Committee shall exercise their discretionary authority under the Plan, in a manner consistent with
Code section 409A and Treasury Regulations and other applicable guidance thereunder. Any
permissible discretion to accelerate or defer a Plan payment under such Regulations, the power
which to exercise is not otherwise described expressly in the Plan, shall be exercised by the
Committee. Any other discretion with respect to, or which directly or indirectly impact, the
application of Code section 409A, the exercise of which is not expressly lodged in the Committee,
shall be exercised by the Administrator. In the event the matter over which such discretion may be
exercised relates to a Committee member or a delegate of the Administrator, or such member or
delegate is otherwise unable to freely exercise such discretion, such member or delegate shall not
take part in the deliberations and decisions regarding that matter.



     (f) Use of Professional Services. The Administrator and the Committee may obtain the
services of such attorneys, accountants, record keepers or other persons as it deems appropriate,
any of whom may be the same persons who are providing services to the Company or other Group
member. In any case in which the Administrator and the Committee utilizes such services, it shall retain exclusive discretionary
authority and control over the administration and operation of the Plan.



     (g) Communications. Requests, claims, appeals, and other communications related to the
Plan shall be in writing and shall be made by transmitting the same via the U.S. Mail to the
Company’s Senior Vice President of Human Resources, at the Company’s corporate headquarters
address.



     Section 10. Effect of KEESA. If a 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.




17









 











     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. 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 Retirement Benefit then being paid to a Participant; 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.





          (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 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 and with respect to a Participant for whom 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 substantive
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.



18









 





     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.





     (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.



19









 





     (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 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, the Company may reduce the Participant’s Retirement Benefit
by the amount needed to pay the Participant’s portion of such tax, plus, with respect to a
distribution for FICA taxes, an amount equal to the withholding taxes due under federal, state or
local law resulting from the payment of such FICA tax, and an additional amount to pay the
additional income tax at source on wages attributable to the pyramiding of the section 3401 wages
and taxes, but no greater than the aggregate of the FICA amount and the income tax withholding
related to such FICA amount.



     (d) Offset for Amounts Due. A Participant’s Retirement Benefit may be reduced by one or
more offsets to repay any amounts then due and owing by the Participant to a Group member, unless
another means of repayment is agreed to by the Administrator. Except for the right to immediate
offset by reduction of the vested Pension Amount for an amount up to $5,000, or such higher amount
as allowed in Treasury Regulations under Code section 409A or other applicable guidance, no such
offset shall be made before an amount is scheduled to be paid to the Participant or Beneficiary and
the amount then offset shall not exceed the amount that would be then otherwise paid.



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



     (f) Requirement of Proof. In discharging their duties and responsibilities under the Plan,
the Administrator and the Committee may require proof of any matter concerning this Plan, and no
person shall acquire any rights or be entitled to receive any benefits under this Plan until such
proof is furnished.



     (g) Tax Consequences. Neither the Company nor any other Group member represents or
guarantees that any particular federal, foreign, state or local income, payroll, or other tax
consequence will result from participation in this Plan or payment of benefits under the Plan.



     (h) Communications. The Administrator shall prescribe the forms of communication, including forms for benefit
application and the like, with respect to the Plan as it deems appropriate. Any such communication
and assent or consent thereto may be handled by electronic means.



20









 





     (i) Not Compensation Under Other Benefit Plans. No amounts paid or payable to a
Participant under the Plan shall be deemed to be salary or compensation for purposes of any other
employee benefit plan of the Company or any other Group member except as and to the extent
otherwise specifically provided in such other plan.



     (j) 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, without reference to conflict of law principles thereof.



     (k) 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.



     (l) Change in Control. A Participant, with a KEESA in effect at the time of a Change in
Control, 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.



     Section 14. Transition Rules.



     (a) General. Except as described in this Section, this Plan document shall govern when and
how Plan benefits are payable with respect to individuals who are Participants on or after January
1, 2009. For the period that began on January 1, 2005 and ended December 31, 2008, the Plan as in
effect on December 31, 2004 governed the rights and obligations of the Company and Participants,
except as modified by the Administrator in its discretion so that the Plan and its operations were
in good faith compliance with Code section 409A.



     (b) 2004 Vested Participants Benefits. The Plan document in effect as of December 31, 2004
(the “2004 Plan”) shall govern when and how then vested Plan benefits are payable, including the
elections available or discretion granted to choose or affect the form or commencement date of such
benefits. In determining such vested Plan benefits, the Pension Amount as of such date shall be
determined as if the Participant had a Separation from Service on the earlier of (i) December 31, 2004 and (ii) the actual date of such
event. The Pension Amount as so determined shall be increased by the adjustment factor for the
period from the first of the month next following the earlier of such dates to the Monthly
Installment commencement date, and shall be converted into the Monthly Installment forms available
for payment, all as provided for in the 2004 Plan.



     (c) Excess. The excess, if any, of the total Plan benefit payable to or with respect to a
Participant expressed as the Monthly Installment over the Plan benefit so payable expressed as the
Monthly Installment and described in subsection (b) immediately preceding shall be subject to this
Plan document.



 






21









 








     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:
	 	 	 	 	 	 
	 

	 	 

	 	 
	 	 







22









 





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
Participant who may be entitled to the supplemental retirement benefit described in this Appendix A
and the amount of such benefit is described below.



	 	 	 
	Name of Participant	 	Supplemental Retirement Benefit
	Delton D. Nickel

	 	$256.00 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 Separation from
Service 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, 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) 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 as the Monthly Installment. Assuming the Participant is otherwise entitled to receive
such benefit, the commencement date of such supplemental retirement benefit shall be the same date
as the Participant’s Retirement Benefit apart from this Appendix A. To account for the fact this
Appendix A supplemental benefit is already expressed as a one hundred eighty (180) month term
certain Monthly Installment whereas the Retirement Benefit apart from this Appendix A 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 beginning on the first day of
the calendar month in which the Separation from Service occurs and ending on the Benefit
Commencement Date.



23









 





     (d) Death Before Benefit Commencement Date. If the Participant described in this
Appendix A dies before his Benefit Commencement Date, 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 an Monthly Installment.



24









 





SCHEDULE 1




	 	 	 	 	 	 	 
	 	 	 	 	SERP	 	 
	 	 	 	 	Participation	 	Benefit
	Name	 	Current Position	 	Date	 	Service Date
	Ainsworth, Louis

	 	SVP, Gen Counsel & Corp Secretary
	 	1/1/1999
	 	7/1/1997
	 
	 	 	 	 	 	 
	Borin, Mark

	 	Corporate Controller and Chief Accounting Officer
	 	3/31/2008
	 	3/31/2008
	 
	 	 	 	 	 	 
	Dempsey, Jack

	 	President, Filtration Global Business Unit
	 	4/4/2005
	 	4/4/2005
	 
	 	 	 	 	 	 
	Dessing, Peter

	 	President, Technical Products Europe
	 	5/1/2004
	 	5/1/2004
	 
	 	 	 	 	 	 
	Hogan, Randall

	 	Chairman, Chief Executive Officer
	 	1/1/1999
	 	3/16/1998
	 
	 	 	 	 	 	 
	Koury, Frederick

	 	SVP, Human Resources
	 	8/11/2003
	 	8/11/2003
	 
	 	 	 	 	 	 
	Meyer, Mike

	 	VP, Treasury and Tax
	 	5/1/2004
	 	5/1/2004
	 
	 	 	 	 	 	 
	Nickel, Del

	 	President, Technical Products Global Business Unit
	 	1/1/1999
	 	10/1/1996
	 
	 	 	 	 	 	 
	Schrock, Michael

	 	President and Chief Operating Officer
	 	1/1/1999
	 	1/1/1999
	 
	 	 	 	 	 	 
	Stauch, John

	 	EVP and Chief Financial Officer
	 	2/12/2007
	 	2/12/2007
	 
	 	 	 	 	 	 
	Waltz, William

	 	President, Flow Technologies Global Business Unit
	 	5/1/2004
	 	5/1/2004






25









 





SCHEDULE 2




	 	 	 
	Items Included	 	Items Excluded
	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

	 	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






26









 






TABLE 1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deferral	 	 	 	 	 	Deferral	 	 	 	 	 	Deferral	 	 	 	 	 	Deferral	 	 	 	 	 	Deferral	 	 	 	 	 	Deferral	 	 
	Percent	 	 	 	 	 	Percent	 	 	 	 	 	Percent	 	 	 	 	 	Percent	 	 	 	 	 	Percent	 	 	 	 	 	Percent	 	 
	(in	 	Adjustment	 	(in	 	Adjustment	 	(in	 	Adjustment	 	(in	 	Adjustment	 	(in	 	Adjustment	 	(in	 	Adjustment
	months)	 	Factor	 	months)	 	Factor	 	months)	 	Factor	 	months)	 	Factor	 	months)	 	Factor	 	months)	 	Factor
	0

	 	 	1.00000	 	 	 	60	 	 	 	1.40255	 	 	 	120	 	 	 	1.96715	 	 	 	180	 	 	 	2.75903	 	 	 	240	 	 	 	3.86968	 	 	 	300	 	 	 	5.42743	 
	1

	 	 	1.00565	 	 	 	61	 	 	 	1.41048	 	 	 	121	 	 	 	1.97827	 	 	 	181	 	 	 	2.77463	 	 	 	241	 	 	 	3.89156	 	 	 	301	 	 	 	5.45812	 
	2

	 	 	1.01134	 	 	 	62	 	 	 	1.41846	 	 	 	122	 	 	 	1.98946	 	 	 	182	 	 	 	2.79032	 	 	 	242	 	 	 	3.91357	 	 	 	302	 	 	 	5.48898	 
	3

	 	 	1.01706	 	 	 	63	 	 	 	1.42648	 	 	 	123	 	 	 	2.00071	 	 	 	183	 	 	 	2.80610	 	 	 	243	 	 	 	3.93570	 	 	 	303	 	 	 	5.52002	 
	4

	 	 	1.02281	 	 	 	64	 	 	 	1.43454	 	 	 	124	 	 	 	2.01202	 	 	 	184	 	 	 	2.82196	 	 	 	244	 	 	 	3.95795	 	 	 	304	 	 	 	5.55123	 
	5

	 	 	1.02859	 	 	 	65	 	 	 	1.44265	 	 	 	125	 	 	 	2.02340	 	 	 	185	 	 	 	2.83792	 	 	 	245	 	 	 	3.98033	 	 	 	305	 	 	 	5.58262	 
	6

	 	 	1.03441	 	 	 	66	 	 	 	1.45081	 	 	 	126	 	 	 	2.03484	 	 	 	186	 	 	 	2.85396	 	 	 	246	 	 	 	4.00283	 	 	 	306	 	 	 	5.61418	 
	7

	 	 	1.04026	 	 	 	67	 	 	 	1.45901	 	 	 	127	 	 	 	2.04634	 	 	 	187	 	 	 	2.87010	 	 	 	247	 	 	 	4.02547	 	 	 	307	 	 	 	5.64592	 
	8

	 	 	1.04614	 	 	 	68	 	 	 	1.46726	 	 	 	128	 	 	 	2.05791	 	 	 	188	 	 	 	2.88633	 	 	 	248	 	 	 	4.04823	 	 	 	308	 	 	 	5.67785	 
	9

	 	 	1.05205	 	 	 	69	 	 	 	1.47556	 	 	 	129	 	 	 	2.06955	 	 	 	189	 	 	 	2.90265	 	 	 	249	 	 	 	4.07112	 	 	 	309	 	 	 	5.70995	 
	10

	 	 	1.05800	 	 	 	70	 	 	 	1.48390	 	 	 	130	 	 	 	2.08125	 	 	 	190	 	 	 	2.91906	 	 	 	250	 	 	 	4.09413	 	 	 	310	 	 	 	5.74223	 
	11

	 	 	1.06398	 	 	 	71	 	 	 	1.49229	 	 	 	131	 	 	 	2.09302	 	 	 	191	 	 	 	2.93557	 	 	 	251	 	 	 	4.11728	 	 	 	311	 	 	 	5.77470	 
	12

	 	 	1.07000	 	 	 	72	 	 	 	1.50073	 	 	 	132	 	 	 	2.10485	 	 	 	192	 	 	 	2.95216	 	 	 	252	 	 	 	4.14056	 	 	 	312	 	 	 	5.80735	 
	13

	 	 	1.07605	 	 	 	73	 	 	 	1.50922	 	 	 	133	 	 	 	2.11675	 	 	 	193	 	 	 	2.96886	 	 	 	253	 	 	 	4.16397	 	 	 	313	 	 	 	5.84019	 
	14

	 	 	1.08213	 	 	 	74	 	 	 	1.51775	 	 	 	134	 	 	 	2.12872	 	 	 	194	 	 	 	2.98564	 	 	 	254	 	 	 	4.18752	 	 	 	314	 	 	 	5.87321	 
	15

	 	 	1.08825	 	 	 	75	 	 	 	1.52633	 	 	 	135	 	 	 	2.14076	 	 	 	195	 	 	 	3.00252	 	 	 	255	 	 	 	4.21119	 	 	 	315	 	 	 	5.90642	 
	16

	 	 	1.09441	 	 	 	76	 	 	 	1.53496	 	 	 	136	 	 	 	2.15286	 	 	 	196	 	 	 	3.01950	 	 	 	256	 	 	 	4.23500	 	 	 	316	 	 	 	5.93981	 
	17

	 	 	1.10059	 	 	 	77	 	 	 	1.54364	 	 	 	137	 	 	 	2.16503	 	 	 	197	 	 	 	3.03657	 	 	 	257	 	 	 	4.25895	 	 	 	317	 	 	 	5.97340	 
	18

	 	 	1.10682	 	 	 	78	 	 	 	1.55237	 	 	 	138	 	 	 	2.17728	 	 	 	198	 	 	 	3.05374	 	 	 	258	 	 	 	4.28303	 	 	 	318	 	 	 	6.00717	 
	19

	 	 	1.11307	 	 	 	79	 	 	 	1.56114	 	 	 	139	 	 	 	2.18959	 	 	 	199	 	 	 	3.07101	 	 	 	259	 	 	 	4.30725	 	 	 	319	 	 	 	6.04114	 
	20

	 	 	1.11937	 	 	 	80	 	 	 	1.56997	 	 	 	140	 	 	 	2.20197	 	 	 	200	 	 	 	3.08837	 	 	 	260	 	 	 	4.33160	 	 	 	320	 	 	 	6.07530	 
	21

	 	 	1.12570	 	 	 	81	 	 	 	1.57885	 	 	 	141	 	 	 	2.21442	 	 	 	201	 	 	 	3.10583	 	 	 	261	 	 	 	4.35609	 	 	 	321	 	 	 	6.10965	 
	22

	 	 	1.13206	 	 	 	82	 	 	 	1.58778	 	 	 	142	 	 	 	2.22694	 	 	 	202	 	 	 	3.12340	 	 	 	262	 	 	 	4.38072	 	 	 	322	 	 	 	6.14419	 
	23

	 	 	1.13846	 	 	 	83	 	 	 	1.59675	 	 	 	143	 	 	 	2.23953	 	 	 	203	 	 	 	3.14106	 	 	 	263	 	 	 	4.40549	 	 	 	323	 	 	 	6.17893	 
	24

	 	 	1.14490	 	 	 	84	 	 	 	1.60578	 	 	 	144	 	 	 	2.25219	 	 	 	204	 	 	 	3.15882	 	 	 	264	 	 	 	4.43040	 	 	 	324	 	 	 	6.21387	 
	25

	 	 	1.15137	 	 	 	85	 	 	 	1.61486	 	 	 	145	 	 	 	2.26493	 	 	 	205	 	 	 	3.17668	 	 	 	265	 	 	 	4.45545	 	 	 	325	 	 	 	6.24900	 
	26

	 	 	1.15788	 	 	 	86	 	 	 	1.62399	 	 	 	146	 	 	 	2.27773	 	 	 	206	 	 	 	3.19464	 	 	 	266	 	 	 	4.48064	 	 	 	326	 	 	 	6.28433	 
	27

	 	 	1.16443	 	 	 	87	 	 	 	1.63317	 	 	 	147	 	 	 	2.29061	 	 	 	207	 	 	 	3.21270	 	 	 	267	 	 	 	4.50598	 	 	 	327	 	 	 	6.31987	 
	28

	 	 	1.17101	 	 	 	88	 	 	 	1.64241	 	 	 	148	 	 	 	2.30356	 	 	 	208	 	 	 	3.23087	 	 	 	268	 	 	 	4.53146	 	 	 	328	 	 	 	6.35560	 
	29

	 	 	1.17764	 	 	 	89	 	 	 	1.65169	 	 	 	149	 	 	 	2.31659	 	 	 	209	 	 	 	3.24913	 	 	 	269	 	 	 	4.55708	 	 	 	329	 	 	 	6.39154	 
	30

	 	 	1.18429	 	 	 	90	 	 	 	1.66103	 	 	 	150	 	 	 	2.32969	 	 	 	210	 	 	 	3.26750	 	 	 	270	 	 	 	4.58284	 	 	 	330	 	 	 	6.42767	 
	31

	 	 	1.19099	 	 	 	91	 	 	 	1.67042	 	 	 	151	 	 	 	2.34286	 	 	 	211	 	 	 	3.28598	 	 	 	271	 	 	 	4.60876	 	 	 	331	 	 	 	6.46402	 
	32

	 	 	1.19772	 	 	 	92	 	 	 	1.67987	 	 	 	152	 	 	 	2.35610	 	 	 	212	 	 	 	3.30456	 	 	 	272	 	 	 	4.63481	 	 	 	332	 	 	 	6.50057	 
	33

	 	 	1.20450	 	 	 	93	 	 	 	1.68937	 	 	 	153	 	 	 	2.36943	 	 	 	213	 	 	 	3.32324	 	 	 	273	 	 	 	4.66102	 	 	 	333	 	 	 	6.53732	 
	34

	 	 	1.21131	 	 	 	94	 	 	 	1.69892	 	 	 	154	 	 	 	2.38282	 	 	 	214	 	 	 	3.34203	 	 	 	274	 	 	 	4.68737	 	 	 	334	 	 	 	6.57428	 
	35

	 	 	1.21816	 	 	 	95	 	 	 	1.70853	 	 	 	155	 	 	 	2.39630	 	 	 	215	 	 	 	3.36093	 	 	 	275	 	 	 	4.71388	 	 	 	335	 	 	 	6.61146	 
	36

	 	 	1.22504	 	 	 	96	 	 	 	1.71819	 	 	 	156	 	 	 	2.40985	 	 	 	216	 	 	 	3.37993	 	 	 	276	 	 	 	4.74053	 	 	 	336	 	 	 	6.64884	 
	37

	 	 	1.23197	 	 	 	97	 	 	 	1.72790	 	 	 	157	 	 	 	2.42347	 	 	 	217	 	 	 	3.39904	 	 	 	277	 	 	 	4.76733	 	 	 	337	 	 	 	6.68643	 
	38

	 	 	1.23894	 	 	 	98	 	 	 	1.73767	 	 	 	158	 	 	 	2.43717	 	 	 	218	 	 	 	3.41826	 	 	 	278	 	 	 	4.79429	 	 	 	338	 	 	 	6.72424	 
	39

	 	 	1.24594	 	 	 	99	 	 	 	1.74750	 	 	 	159	 	 	 	2.45095	 	 	 	219	 	 	 	3.43759	 	 	 	279	 	 	 	4.82140	 	 	 	339	 	 	 	6.76226	 
	40

	 	 	1.25299	 	 	 	100	 	 	 	1.75738	 	 	 	160	 	 	 	2.46481	 	 	 	220	 	 	 	3.45703	 	 	 	280	 	 	 	4.84866	 	 	 	340	 	 	 	6.80049	 
	41

	 	 	1.26007	 	 	 	101	 	 	 	1.76731	 	 	 	161	 	 	 	2.47875	 	 	 	221	 	 	 	3.47657	 	 	 	281	 	 	 	4.87607	 	 	 	341	 	 	 	6.83894	 
	42

	 	 	1.26719	 	 	 	102	 	 	 	1.77731	 	 	 	162	 	 	 	2.49276	 	 	 	222	 	 	 	3.49623	 	 	 	282	 	 	 	4.90364	 	 	 	342	 	 	 	6.87761	 
	43

	 	 	1.27436	 	 	 	103	 	 	 	1.78735	 	 	 	163	 	 	 	2.50686	 	 	 	223	 	 	 	3.51600	 	 	 	283	 	 	 	4.93137	 	 	 	343	 	 	 	6.91650	 
	44

	 	 	1.28156	 	 	 	104	 	 	 	1.79746	 	 	 	164	 	 	 	2.52103	 	 	 	224	 	 	 	3.53588	 	 	 	284	 	 	 	4.95925	 	 	 	344	 	 	 	6.95561	 
	45

	 	 	1.28881	 	 	 	105	 	 	 	1.80762	 	 	 	165	 	 	 	2.53529	 	 	 	225	 	 	 	3.55587	 	 	 	285	 	 	 	4.98729	 	 	 	345	 	 	 	6.99493	 
	46

	 	 	1.29610	 	 	 	106	 	 	 	1.81784	 	 	 	166	 	 	 	2.54962	 	 	 	226	 	 	 	3.57598	 	 	 	286	 	 	 	5.01549	 	 	 	346	 	 	 	7.03448	 
	47

	 	 	1.30343	 	 	 	107	 	 	 	1.82812	 	 	 	167	 	 	 	2.56404	 	 	 	227	 	 	 	3.59619	 	 	 	287	 	 	 	5.04385	 	 	 	347	 	 	 	7.07426	 
	48

	 	 	1.31080	 	 	 	108	 	 	 	1.83846	 	 	 	168	 	 	 	2.57853	 	 	 	228	 	 	 	3.61653	 	 	 	288	 	 	 	5.07237	 	 	 	348	 	 	 	7.11426	 
	49

	 	 	1.31821	 	 	 	109	 	 	 	1.84885	 	 	 	169	 	 	 	2.59311	 	 	 	229	 	 	 	3.63698	 	 	 	289	 	 	 	5.10105	 	 	 	349	 	 	 	7.15448	 
	50

	 	 	1.32566	 	 	 	110	 	 	 	1.85931	 	 	 	170	 	 	 	2.60778	 	 	 	230	 	 	 	3.65754	 	 	 	290	 	 	 	5.12989	 	 	 	350	 	 	 	7.19493	 
	51

	 	 	1.33316	 	 	 	111	 	 	 	1.86982	 	 	 	171	 	 	 	2.62252	 	 	 	231	 	 	 	3.67822	 	 	 	291	 	 	 	5.15889	 	 	 	351	 	 	 	7.23562	 
	52

	 	 	1.34069	 	 	 	112	 	 	 	1.88039	 	 	 	172	 	 	 	2.63735	 	 	 	232	 	 	 	3.69902	 	 	 	292	 	 	 	5.18806	 	 	 	352	 	 	 	7.27653	 
	53

	 	 	1.34827	 	 	 	113	 	 	 	1.89102	 	 	 	173	 	 	 	2.65226	 	 	 	233	 	 	 	3.71993	 	 	 	293	 	 	 	5.21740	 	 	 	353	 	 	 	7.31767	 
	54

	 	 	1.35590	 	 	 	114	 	 	 	1.90172	 	 	 	174	 	 	 	2.66726	 	 	 	234	 	 	 	3.74097	 	 	 	294	 	 	 	5.24690	 	 	 	354	 	 	 	7.35904	 
	55

	 	 	1.36356	 	 	 	115	 	 	 	1.91247	 	 	 	175	 	 	 	2.68234	 	 	 	235	 	 	 	3.76212	 	 	 	295	 	 	 	5.27656	 	 	 	355	 	 	 	7.40065	 
	56

	 	 	1.37127	 	 	 	116	 	 	 	1.92328	 	 	 	176	 	 	 	2.69750	 	 	 	236	 	 	 	3.78339	 	 	 	296	 	 	 	5.30640	 	 	 	356	 	 	 	7.44250	 
	57

	 	 	1.37903	 	 	 	117	 	 	 	1.93416	 	 	 	177	 	 	 	2.71276	 	 	 	237	 	 	 	3.80478	 	 	 	297	 	 	 	5.33640	 	 	 	357	 	 	 	7.48458	 
	58

	 	 	1.38682	 	 	 	118	 	 	 	1.94509	 	 	 	178	 	 	 	2.72809	 	 	 	238	 	 	 	3.82629	 	 	 	298	 	 	 	5.36657	 	 	 	358	 	 	 	7.52690	 
	59

	 	 	1.39467	 	 	 	119	 	 	 	1.95609	 	 	 	179	 	 	 	2.74352	 	 	 	239	 	 	 	3.84793	 	 	 	299	 	 	 	5.39692	 	 	 	359	 	 	 	7.56946	 







27