PENTAIR,INC. OMNIBUS STOCK INCENTIVE PLAN AS AMENDED AND RESTATED SECTION1. BACKGROUND AND PURPOSE

EXHIBIT 10.30

PENTAIR, INC.
OMNIBUS STOCK INCENTIVE PLAN
AS AMENDED AND RESTATED

SECTION 1.    BACKGROUND AND PURPOSE

             1.1        Background.  Pentair, Inc. ("Pentair") maintains a comprehensive equity compensation incentive plan to award long-term equity incentives which tie the compensation of executives and key managerial employees to Pentair operating results.  In particular, this Plan is designed to attract and retain top quality executives and key employees, encourage innovation and growth, reward executives for attainment of short-term performance objectives and long-term shareholder value, recognize outstanding performance, encourage executive stock ownership and, in general, to align management and shareholder interests.  Pentair established the Plan in 1990 by combining its then separate equity compensation plans into one plan to achieve administrative consistency and greater flexibility in structuring equity compensation awards.

             1.2        Restatement of Plan.  Pentair amended and restated this Plan to authorize additional shares of Stock and ICUs with which to make grants under the Plan, clarify certain administrative practices and bring the Plan into compliance with Code requirements enacted since the Plan’s adoption.  The amended and restated Plan was adopted on February 14, 1996, subject to shareholder approval, and applies to all equity compensation grants made after that date.  This amended and restated plan extends until February 14, 2006.

             1.3        2001 Amendments.  Pentair is amending the Plan, effective February 14, 2001, to authorize additional shares of Stock with which to make grants under the Plan, implement a cap on the amount of authorized shares of Stock available for various types of Stock awards, other than Options, and clarify the authority of the Committee to amend outstanding grants.

SECTION 2.    DEFINITIONS

             Unless the context requires otherwise, when capitalized the terms listed below shall have the following meanings when used in this or any other section of the Plan:

             2.1        “Affiliate” is any corporation, business trust, division, partnership or joint venture in which Pentair owns (either directly or indirectly) fifty percent (50%) or more of the voting stock, or rights analogous to voting stock, but only for the duration of such ownership.

             2.2        “Board” is the Board of Directors of Pentair, Inc., as elected from time to time.

             2.3        “Book Value per Share” or “Book Value” is the total consolidated shareholders' equity of Pentair at the close of a Fiscal Year, less the equity attributable to preferred shares, divided by the number of shares of Stock outstanding at the end of that Fiscal Year.

             2.4        “Code” is the Internal Revenue Code of 1986, as amended.

             2.5        “Committee” is the Compensation and Personnel Committee of the Board, as appointed from time to time.

             2.6        “Disabled” or “Disability” is a physical or mental incapacity which qualifies an individual to collect a benefit under the long-term disability plan of Pentair or an Affiliate, or such other condition which the Committee may determine to be a Disability.

             2.7        “Eligible Employee” is any key managerial, administrative or professional employee of Pentair or an Affiliate, generally in salary grade 25 or higher, who is in a position to make a material contribution to the continued profitable growth and long term success of Pentair or an Affiliate.

             2.8        “Fair Market Value” is the closing price of a share of Stock on the relevant date as reported on either the NASDAQ National Market System or the New York Stock Exchange, depending on which exchange then lists Pentair stock, or as otherwise determined using procedures established by the Committee.

             2.9        “Fiscal Year” is the twelve (12) consecutive month period beginning January 1 and ending December 31.

             2.10      “Incentive Compensation Unit” or “ICU” is a unit representing the right to receive an amount determined by attainment of corporate performance objectives over an applicable Incentive Period.

             2.11      “Incentive Period” is a period of continuous employment fixed by the Committee at the time of grant of an ICU after which such ICU may become payable, provided all relevant performance objectives have been met.

             2.12      “Incentive Stock Option” or “ISO” is an Option which is designated as such by the Committee and intended to so qualify under Code section 422.

             2.13      “Nonqualified Stock Option” or “NQSO” is any Option which is not an ISO.

             2.14      “Option” is a right granted pursuant to the Plan to purchase Stock subject to such terms and conditions as may be specified by the Committee at the time of grant.

             2.15      “Participant” is an Eligible Employee approved by the Committee to receive a grant or award under the Plan.

             2.16      “Pentair” is Pentair, Inc., a Minnesota corporation.

             2.17      “Performance Period” is the period of time over which a Participant must meet the relevant performance criteria established by the Committee at the time of an award of Performance Shares or Performance Units.

             2.18      “Performance Share” is a share of Stock, Restricted Stock, or a Right to Restricted Stock, awarded by the Committee, subject to such performance targets or other restrictions as are established by the Committee at the time of award.

             2.19      “Performance Unit” is an amount equal to the value of an ICU determined on the date of award.

             2.20      “Plan” is the Pentair, Inc. Omnibus Stock Incentive Plan, as amended from time to time.

             2.21      “Restricted Stock” is Stock issued or transferred to a Participant by means of an award subject to such restrictions as may be imposed at the time of grant by the Committee, and which will remain subject to said restrictions until such time as the restrictions lapse.

             2.22      “Retirement” is the time a Participant who is eligible to receive retirement income benefits from the Pentair tax qualified pension plan separates from employment.

             2.23      “Right to Restricted Stock” is a right awarded to a Participant to receive Stock or Restricted Stock which will vest at some future time and which is subject to such restrictions as may be imposed at the time of grant by the Committee, and which will remain subject to such restrictions until the restrictions lapse.

             2.24      “Significant Shareholder” is an employee who owns more than ten percent (10%) of the total combined voting power of all classes of stock issued by Pentair as of the date such employee is granted an Option.  For this purpose, the provisions of Code sections 422 and 424, as amended, shall apply.

             2.25      “Stock” is Pentair common stock.

SECTION 3.    SHARES SUBJECT TO THE PLAN

             3.1        Shares.  (a)  Number of Shares.  The maximum number of shares of Stock which may be issued for any type of award or grant under the Plan shall be 5,600,000, subject to adjustment as provided in Sections 3.1(b) and 3.3.  Not more than twenty percent (20%) of such shares shall be available for various types of grants, other than Options, which may be made under the Plan.

             (b)        Unused Shares.  Any shares of Stock subject to an Option which is canceled, expires or otherwise terminates without having been exercised in full (unless such cancellation is due to the exercise of a related SAR), or any shares of Restricted Stock, Rights to Restricted Stock or Performance Shares which are forfeited, shall again be available for grants or awards under the Plan.

             3.2        Incentive Compensation Units.  The maximum number of Incentive Compensation Units which may be awarded under the Plan is 4,000,000, subject to adjustment as provided in this Section 3.2 and in Section 3.3.  If an ICU is awarded, but is forfeited or otherwise terminates without payment having been made to the Participant, then such ICU shall again be available for awards under the Plan.

             3.3        Antidilution.  In the event of a change in the number or class of outstanding shares of Stock by reason of a stock dividend or split, recapitalization, reclassification, merger, consolidation, or other similar corporate change, the number of shares of Stock as to which grants of Options or other awards under the Plan may be made, and the number of ICUs available for award under the Plan, shall be adjusted proportionately to the nearest whole share or unit. Any such action shall be within the discretion of the Committee, whose determination shall be conclusive.

             If such an adjustment is made with respect to shares then subject to an Option, the number of shares and the Option price per share shall be adjusted proportionately so the aggregate exercise price of such Option shall not change.

SECTION 4.    STOCK OPTIONS

             4.1        Granting Options.  Participants may be granted ISOs, SARs or NQSOs.  No one Participant shall be granted, in the aggregate, Options or SARs on more than 150,000 shares in any calendar year.  Solely for purposes of determining the number of Options or SARs available for grant to an individual in any calendar year, Options which are canceled or repriced shall be counted against this annual maximum to the extent required by applicable regulations.

             4.2        Option Terms and Conditions.  (a)  Grant of Option.  Except as otherwise limited by the Plan, the Committee shall have the discretion to grant to a Participant any number or type of Options at any time, and subject to such terms and conditions as the Committee may determine.

             (b)        Exercise Limit.  With respect to Options designated as ISOs at the time of grant, to the extent the aggregate Fair Market Value of Stock, determined as of the date of grant, with respect to which ISOs are first exercisable during any single calendar year exceeds $100,000,  or such other limit as shall be allowed under the Code, such Options shall be treated as NQSOs.  In applying this limit Options shall be taken into account in the order granted.

             (c)         Option Price.  The Option price of an ISO or NQSO shall be not less than Fair Market Value as of the date of grant.  If an ISO is granted to a Significant Shareholder, the Option price shall be not less than 110% of Fair Market Value on the date of grant.

             (d)        Term of Option.  Each Option shall expire at the time specified by the Committee when granting the Option.  The Committee may not fix a term which is shorter than required under any applicable state or federal law, nor longer than ten (10) years from the date of grant.  With respect to a Significant Shareholder, the Committee may not fix a term which is longer than five (5) years from the date of grant.  An Option term may extend beyond the Plan's termination date.

             (e)         Manner of Exercise.  To exercise an Option, whether partially or completely, the Participant shall give written notice to Pentair in such form and manner as the Committee may prescribe.  Payment for Stock to be acquired by the exercise of an Option must accompany the written notice of exercise.

             (f)         Payment.  (1)  General.  Full payment for all Stock to be acquired upon the exercise of an Option, together with an amount sufficient to satisfy applicable federal, state or local withholding taxes, shall be made at the time such Option, or any part thereof, is exercised, and no Stock certificate shall be issued until such payment has been made.  Payment may be made in cash or in such other form as is acceptable to the Committee, provided that in the case of an ISO, no form of payment shall be allowed which would prevent the Option from qualifying as such within the meaning of Code section 422.

             (2)         Payment with Options.  The Participant, in lieu of or in combination with a payment in cash, may transfer to Pentair a sufficient number of outstanding Options as will pay all applicable withholding tax liability incurred on exercise of the Option.  For this purpose, the Participant may use only Options having an exercise price less than Fair Market Value on the date such Options are transferred or exercised, and the value of such any Option so transferred shall be the difference between its then exercise price and Fair Market Value.  Transfer of an Option for payment of taxes shall be considered exercise of the Option.

             (3)         Payment with Stock.  Subject to such Code requirements as are relevant to ISOs, a Participant, in lieu of or in combination with a payment in cash, may transfer to Pentair a sufficient number of shares of Stock to satisfy all or any part of the Option price and applicable withholding taxes.  Such Stock may be Stock already owned by the Participant or, in the case of an NQSO, Stock to be acquired by exercise of the Option.  For this purpose, the value of the Stock shall be Fair Market Value as of the date of exercise.  Where payment is made in whole or in part by Stock, the Participant may not transfer fractional shares of Stock or shares of Stock with an aggregate Fair Market Value in excess of the Option price plus applicable withholding taxes.

             (4)         Interim Broker Loan.  The Committee may arrange through a stock brokerage or other similar agent, a loan to a Participant of some or all of the funds needed to exercise an Option.  Upon application for such loan and receipt of written notice of exercise of an Option from a Participant, the broker will pay to Pentair the amount requested by the Participant to pay the Option exercise price and applicable withholding taxes.  Pentair will promptly deliver to such broker a certificate representing the total number of shares of Stock to be acquired by exercise of said Option.  The broker will then sell part or all of these shares and pay to the Participant the proceeds from the sale, less the loan principal and any interest charged thereon from the date the broker received the notice of exercise until the date the broker is repaid.

             (5)         Other Payment Methods.  The Committee may, in its discretion, authorize payment by other methods or forms within the limitations imposed by the Plan and applicable state or federal law.

             (g)        No Tandem Options.  No ISO granted under this Plan shall contain terms which would limit or otherwise affect a Participant’s right to exercise any other Option, nor shall any NQSO contain terms which will limit or otherwise affect the Participant's right to exercise any other Option in such a manner that an Option intended to be an ISO would be deemed a tandem option.

             4.3        Stock Appreciation Rights.   (a)  Grant of Stock Appreciation Rights.  The Committee may grant Stock Appreciation Rights (“SARs”) to Participants who have been granted ISOs.  These SARs may relate to any number of shares, up to the total number of shares the Participant could acquire by exercise of the underlying ISOs.  An SAR shall expire no later than the expiration date of the underlying ISO, and the amount paid shall not be more than 100% of the difference between the Option price and Fair Market Value of the Stock subject to the Option, determined on the date the SAR is exercised.

             (b)        Exercise.  Stock Appreciation Rights may be exercised at the same time, to the same extent and subject to the same conditions as the related ISO, and only when the Fair Market Value of the Stock subject to the ISO exceeds the Option price.  The exercise of an SAR shall cancel the related ISO; the exercise of an ISO shall cancel a related SAR.

             (c)         Payment of Stock Appreciation Rights.  Upon exercise of an SAR, the Participant shall be paid in cash, Stock, Rights to Restricted Stock, Restricted Stock, or a combination thereof, as the Committee shall determine at the time of grant.  If payment is made in Stock, Rights to Restricted Stock or Restricted Stock, the shares shall be valued at Fair Market Value on the date the SAR is exercised.

             4.4        Issuance of Certificates.  (a)  Delivery.  As soon as practicable after either the exercise of an Option and the delivery of payment therefor, or the exercise of an SAR which is to be paid in Stock, Rights to Restricted Stock or Restricted Stock, Pentair shall: