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July 19, 2004

Pentair, Inc., Golden Valley, MN, has signed a definitive agreement to sell its Tools Group to The Black & Decker Corporation, Towson, MD, for approximately $775 million. The transaction is expected to close in 2004, following the completion of customary regulatory clearance.

"In the 1990s, Pentair was largely defined by its top-performing tools businesses but, today, the water and enclosures businesses are the driving forces in our growth and expansion," said Randall J. Hogan, Pentair chairman and CEO. "The premier brands comprising our Tools Group continue to represent great value and have performed well against their competitors. However, the opportunities we see in the expansion of our Water and Enclosures Groups made the sale of the Tools Group a logical step to build greater value for Pentair shareholders. The Tools Group is a strong business that performed well for Pentair, and we believe it will continue to grow and prosper under the ownership of Black & Decker."

Black & Decker is a global manufacturer and marketer of quality power tools and accessories, hardware and home improvement products, and technology-based fastening systems.

Pentair's Tools Group comprises the Porter-Cable, Delta, DeVilbiss Air Power, Oldham Saw, and FLEX brands, among others. The Group employs approximately 4,200 people at facilities in North America, Europe and Asia.

"Black & Decker is a recognized leader in the power tool industry and has proven its ability to grow and sustain strong brand names," Hogan said. "We are very confident that we are placing our Tools Group in the hands of a team that can further build the tools businesses to benefit their customers, their suppliers, and their employees."

Pentair noted that the proceeds from the sale of the Tools Group will be used to pay down debt associated with Pentair's acquisition of WICOR Industries, which recently was approved by the Federal Trade Commission and is expected to be complete at the end of July.

"Going forward, with Pentair's full resources focused on the growth and expansion of the Water and Enclosures Groups, we will become a much stronger, more nimble company, Hogan said. "We also expect to be much better positioned to achieve with greater consistency the growth goals our shareholders expect."

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