Exhibit 10.2

PENTAIR, INC.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

As Amended and Restated Through July 29, 2009

TABLE OF CONTENTS

PENTAIR, INC.

NON-QUALIFIED DEFERRED COMPENSATION PLAN

ARTICLE I
HISTORY, PURPOSE AND EFFECTIVE DATE OF PLAN

          Effective January 1, 1993, Pentair, Inc. (“Pentair”) established a non-qualified deferred compensation plan (the “Plan”) for the benefit of certain management and highly compensated employees of Pentair and various companies in the Pentair controlled group. Under the Plan as so initially established, eligible participants could elect to defer receipt of base and bonus compensation in exchange for the unfunded, unsecured promise of the participant’s employing company to pay the amounts deferred, plus earnings, at the time and in the manner selected by the participant when making a deferral election. Until the time of payment, the amounts deferred under the Plan, adjusted for any earnings credited with respect to those amounts, remain subject to the claims of the general creditors of the participant’s employing company.

          Pentair amended and restated the Plan, effective January 1, 1996, January 1, 1999, and January 1, 2002. As so amended and restated, the Plan continued to permit eligible employees of Pentair and its affiliates to defer receipt of base and bonus compensation in exchange for the unsecured promise of the participant’s employing company to pay these amounts, as adjusted for earnings or losses by reference to deemed investment options selected by each participant, and commencing January 1, 1996 provided for the replacement of benefits no longer available to certain participants under the Pentair Retirement Savings and Stock Incentive Plan due to certain limitations imposed by the Internal Revenue Code of 1986.

          Pentair amended the Plan in 2005 to reflect the 2004 acquisition of the WICOR, Inc. group of companies, and the extension of the Plan in 2005 to eligible employees of such group, and to qualify generally the Plan, the elections made thereunder, and the Plan’s administration, for amounts deferred and contributed for periods after 2004, by the provisions of Section 409A of the Internal Revenue Code of 1986 and guidance thereunder issued by the Internal Revenue Service.

          Pentair now hereby amends and restates the Plan effective January 1, 2009. This document reflects changes made to the Plan to reflect final Treasury Regulations under Section 409A of the Internal Revenue Code of 1986, as well as certain other changes. This document governs amounts deferred on or after January 1, 2005. Amounts deferred prior to January 1, 2005, are governed by terms of the Plan as in effect on December 31, 2004, which are contained in a separate document.

          The Plan is for the benefit of a select group of management and highly compensated employees. Benefits under the Plan are unfunded and unsecured general obligations of Pentair and its participating affiliates. Plan participants have the status of unsecured general creditors of their employing company. Any assets acquired or set aside for purposes of providing or measuring, or both, this deferred compensation may be held in a grantor

trust as the property of the participant’s employing company and subject to the claims of its general creditors. To the extent any assets are held in a grantor trust, the terms and provisions of the trust document will control in all cases where it is in conflict with the Plan.

ARTICLE II
DEFINITIONS AND CONSTRUCTION

      Section 2.1. Definitions. Unless the context clearly or necessarily indicates the contrary, when capitalized the following words and phrases shall have the meanings shown when used in this Article or other parts of the Plan.

          (1) “Accounts” are the accounts under the Plan to be maintained for each Participant or the Beneficiary of a deceased former Participant.

          (2) “Administrator” is the person assigned by the Company or Committee to handle the day-to-day administration of the Plan.

          (3) “Base Compensation” is remuneration from which an Employee may elect before-tax deposits under the RSIP, with such remuneration determined without regard to the dollar limit imposed under Code section 401(a)(17), but excluding amounts included in Bonus Compensation; plus, if not taken into account as such remuneration under the RSIP but without duplication of an amount described in the immediately preceding sentence, any Before-tax Deposits. If and during the period an Employee is not eligible to participate in the RSIP, his or her Base Compensation shall be determined as through he or she were eligible to participate in the RSIP.

          (4) “Before-tax Deposits” are compensation deferrals of Base Compensation and/or Bonus Compensation made under the Plan at the election of a Participant pursuant to Article III.

          (5) “Beneficiary” is the individual, trust or other entity designated as such in writing by a Participant in accordance with applicable Plan provisions, or such person as otherwise determined under the Plan, to receive benefits accumulated hereunder in the event of the Participant’s death. If a Participant is married at the time of death, the sole Beneficiary shall be the Participant’s Spouse at such time unless the Spouse has otherwise waived or released the right to be named as a beneficiary hereunder, or to be considered as the Participant’s surviving Spouse for such purposes (e.g., an enforceable prenuptial agreement), as determined in the discretion of the Committee, or the Spouse has consented in writing to the designation of a different Beneficiary and such consent is witnessed by an authorized Plan representative or a notary public.

          (6) “Bonus Compensation” is compensation awarded to an Employee pursuant to the Employer’s annual performance-based management bonus plan or plans, and may also include other bonuses or other non-periodic items or performance-based compensation for services rendered, as determined by the Committee. Bonus Compensation includes only items from which an Employee may elect before-tax deposits under the RSIP determined without regard to the dollar limit imposed under Code section 401(a)(17). Bonus Compensation shall not include Equity Awards.

          (7) “Change in Control” or “CIC” is any one of the following:

Once a person or group acquires stock meeting the thresholds set forth in paragraphs (i) and (ii) immediately preceding, additional acquisitions of such stock by that person or group shall be ignored in determining whether another CIC has occurred. Asset transfers between or among controlled entities as determined before such transfers shall not be considered in applying paragraph (iv) immediately preceding. This provision shall be interpreted and administered in a manner consistent with the definition of a “change of control” under Code section 409A.

          (8) “Code” is the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference to a specific provision of the Code shall be deemed to refer to successor provisions thereto and the regulations promulgated thereunder.

          (9) “Committee” is the Committee described in Article IX.

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

          (11) “Disabled” or “Disability” is a physical or mental condition, resulting from physical or mental sickness or injury, which prevents the individual while an Employee 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. For purposes of applying Section 3.2(c), however, the immediately preceding sentence shall be applied by substituting “six (6) months” for “twelve (12) months.”

          (12) “Employee” is an individual who is (i) employed by a Participating Employer, (ii) a highly compensated or key management employee of a Participating Employer as determined by the Committee, (iii) in an employment position or salary grade classified by the Company as eligible to participate in the Plan, and (iv) eligible to participate in the RSIP. In the event an individual satisfies the foregoing requirements except he or she is not eligible to

participate in the RSIP (e.g., an individual within an employee group to which the RSIP has not been extended), such individual may, in the discretion of the Committee, be considered an Employee solely for purposes of allowing such individual to elect Before-tax Deposits and not for purposes of being eligible for Employer Contributions.

          (13) “Employer” is the Company and, except as prescribed by the Committee, 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.

          (14) “Employer Contributions” are amounts contributed under the Plan by Participating Employers pursuant to Article IV, and includes Employer Discretionary Contributions described in Section 4.1 and Employer Matching Contributions described in Section 4.2.

          (15) “Equity Awards” are stock-related awards granted under the Omnibus Incentive Plan that are designated as eligible to be deferred under this Plan in the award letter or other document evidencing such award.

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

          (17) “ Fair Market Value ” has the meaning ascribed in the Omnibus Incentive Plan.

          (18) “Investment Fund” is a deemed investment made available by the Committee and selected (or deemed selected) by a Participant for purposes of crediting investment earnings and losses to a Participant’s Account.

          (19) “ Omnibus Incentive Plan ” is the Pentair, Inc. 2008 Omnibus Stock Incentive Plan, or any successor thereto, as it may be amended from time to time.

          (20) “Participant” is an individual who has validly elected to participate hereunder and who has elected Before-tax Deposits, deferrals of Equity Awards or is entitled to receive Employer Contributions. An individual who has become a Participant shall continue as a Participant until the earlier of his or her death and the date the balance in his or her Account has been paid.

          (21) “Participating Employer” is the Company and each other Employer, except as otherwise prescribed by the Committee or the terms of any purchase agreement entered into with respect to the Company’s or an affiliates acquisition of such Employer.

          (22) “ Performance-Based Compensation ” is Bonus Compensation or Equity Awards the amount of which, or the entitlement to which, is contingent on the satisfaction of preestablished organizational or individual performance criteria relating to a performance period of at least twelve (12) months. Goals are considered preestablished if established in writing no

later than ninety (90) days after the commencement of the performance period. Performance-Based Compensation does not include any amount or payment that will be paid either regardless of performance, or based upon a level of performance that is substantially certain to be met at the time the criteria is established. Notwithstanding the foregoing, Bonus Compensation or Equity Awards will be considered Performance-Based Compensation if the compensation will be paid regardless of satisfaction of the performance goals in the event of the Participant’s death, Disability or a CIC, provided that payment under such circumstances without regard to the satisfaction of the performance criteria will not constitute Performance-Based Compensation.

          (23) “Plan Year” is the calendar year.

          (24) “Pre-Deferral Compensation” is the combined amount of Base and Bonus Compensation which would have been paid in a Plan Year but for a Before-tax Deposit election hereunder or a before-tax deposit election under the RSIP, or both.

          (25) “Retirement” is an individual’s Separation from Service on or after the attainment of age fifty-five (55) and the completion of at least ten (10) years of service with one or more Employers.

          (26) “RSIP” is the Pentair, Inc. Retirement Savings and Stock Incentive Plan, as amended, or any successor plan thereto.

          (27) “Separation from Service” is the termination of employment as an employee, from all business entities that comprise the Employer, 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 Employer permanently decreases to a level equal to twenty percent (20%) or less of the average level of services performed by the Participant for the Employer 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 an Employer 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 Disability described in the last sentence of Section 2.1(11)) 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 Employer the Participant becomes a non-employee director or becomes or remains a consultant to the Employer, 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.

          (28) “ Share ” is a share of the Company’s Common Stock, par value of $0.16-2/3. No Shares have been authorized for issuance under this Plan. All Shares payable under this Plan are issued from the Omnibus Incentive Plan.

          (29) “ Share Unit Fund ” is the Investment Fund described in Section 6.2(b), which is deemed invested in Shares. The Share Unit Fund shall be used solely as a means to track deferrals of Equity Awards.

          (30) “ Share Unit ” is a unit that has a value equal to one Share.

          (31) “Specified Employee” is a Participant who is a key employee for a Plan Year, with such status as to that period becoming effective as of April 1st next following such Plan Year and lasting until the following April 1st. A key employee is an employee of an Employer who (i) at any time during the Plan Year owns at least five percent (5%) of the stock (or capital or profits interest) of an Employer, (ii) owns one percent (1%) of the stock (or capital or profits interest) of an Employer and whose compensation exceeds the dollar limit for such period described in Code section 416(1)(iii), or (iii) is an officer of an Employer and whose compensation exceeds the dollar limit for such period described in Code section 416(1)(i), as adjusted. No more than the lesser of fifty (50) employees or ten percent (10%) of all employees shall be treated as officers for that period by reason of clause (iii) immediately preceding. In the event the number of officers exceeds such number, the employees included in such number will be those with the highest compensation for that period.

          (32) “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.

          (33) “Trust” is the Pentair, Inc. Non-Qualified Deferred Compensation Plan Trust.

          (34) “Trustee” is the person appointed as the trustee under the Trust.

          (35) “Unforeseeable Emergency” is a severe financial hardship to the Participant resulting from: an illness or accident to the Participant or his or her Spouse or tax-dependent; the loss of a home due to an uncompensated (by insurance or otherwise) casualty; and other similar extraordinary and unforeseeable circumstances beyond the control of the Participant.

          (36) “Valuation Date” is, with respect to Investment Funds which correspond to funds available under the RSIP, a date as of which such corresponding funds are valued under the RSIP; with respect to other Investment Funds, it is the last day of each Plan Year and such other dates as are prescribed by the Committee.

      Section 2.2. Eligibility to Participate.

          (a) Eligibility to Make Before-tax Deposits and Deferrals of Equity Awards . Subject to the provisions of Article III, all Employees are eligible to elect Before-tax Deposits and to defer Equity Awards.

          (b) Eligibility for Employer Contributions . Employees eligible to receive an Employer Discretionary Contribution for a Plan Year are described in Section 4.1(a), and Employees eligible to receive an Employer Matching Contribution for a Plan Year are described in Section 4.2(a).

          (c) Suspension of Eligibility . (1) Failure to Qualify as an Employee . Once an individual becomes an Employee, such individual shall remain an Employee, regardless of the identity of his or her Participating Employer, so long as he or she continues to be described in Section 2.1(12). In the event an individual becomes an Employee and thereafter remains

employed by an Employer but not as an Employee or such Employer is not then a Participating Employer, except as directed by the Committee such individual’s eligibility to elect Before-tax Deposits or deferrals of Equity Awards shall be suspended at the end of the Plan Year in which such status change occurs and such individual’s eligibility to receive an allocation of Employer Contributions shall be suspended immediately on