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                                  EXHIBIT 10.7

                         AMENDMENT TO THE PENTAIR, INC.
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN

         The Pentair, Inc. Non-Qualified Deferred Compensation Plan, as in
effect for employee compensation deferrals made for periods of employment before
1996 (the "Plan"), is hereby amended effective August 23, 2000 as follows:

         1.       Section 9 is deleted in its entirety and the following
                  substituted therefor:

         9.       Distribution in the Event of Change in Control.

                  A.       Definitions.

                           (1)      "Change in Control" is a change in control
                                    of Pentair, Inc. as defined in the KEESA.

                           (2)      "KEESA" is the Key Executive Employment and
                                    Severance Agreement between Pentair, Inc.
                                    and key executives, as approved by Pentair's
                                    board of directors effective August 23,
                                    2000.

                  B.       Effect on Participants. Upon a Change in Control, and
                           notwithstanding the benefit election previously made
                           by such participant and other Plan provisions to the
                           contrary, a participant shall receive all of his or
                           her Plan benefits in a cash lump sum on the lump sum
                           date unless such participant timely elects otherwise
                           in accordance with subsection C immediately
                           following. The lump sum date shall be the first
                           business day of the third calendar month following
                           the calendar month in which such Change in Control
                           occurs; provided, however, if the participant is
                           employed by the Company or one of its subsidiaries on
                           the date of the Change in Control, then the lump sum
                           date shall be the first business day of the third
                           calendar month following the calendar month in which
                           such participant terminates employment with the
                           Company and its subsidiaries.

                  C.       Election to Forego Lump Sum. A participant otherwise
                           entitled to receive a lump sum pursuant to subsection
                           B immediately preceding may elect to forego payment
                           of the lump sum if he or she so elects in writing and
                           files such writing with the Administrator no later
                           than thirty (30) days before the lump sum date. If a
                           participant timely elects to forego the lump sum
                           payment, such participant's Plan benefits shall be
                           paid in accordance with the participant's otherwise
                           effective benefit election and Plan provisions apart
                           from this Section 9.

                  D.       No Delay in Payment. Application of this Section 9
                           shall not delay the date for payment of benefits as
                           otherwise elected by a participant



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                           or as otherwise provided under the Plan apart from
                           this Section 9.

                  E.       Notice of Lump Sum Entitlement and Election to Forego
                           Lump Sum. No later than five (5) days following the
                           date of the Change in Control, the Administrator
                           shall cause a notice to be sent to all Plan
                           participants to whom the provisions of this Section 9
                           may apply. Such notice shall be sent in a manner
                           reasonably calculated to be actually and timely
                           received by such participants, and shall reasonably
                           inform such participant of the provisions of this
                           Section 9 and such participant's rights and
                           entitlements hereunder. In the event such notice is
                           not timely sent as to a participant, then at such
                           participant's election the lump sum date and the date
                           for electing to forego such lump sum shall be
                           appropriately adjusted to reflect the time periods
                           that would have applied had such notice been timely
                           sent.

         2.       The foregoing amendment shall apply to all participants under
the Plan as of August 23, 2000.

                               -------------------

         The undersigned, by the authority of the Board of Directors of Pentair,
Inc., does hereby approve the form and content of this amendment to the Plan.


Dated:
       ----------------------------    -----------------------------------------
                                       Louis L. Ainsworth
                                       Senior Vice President and General Counsel
                                       of Pentair, Inc.


         The undersigned, by the authority of the Board of Directors of Pentair,
Inc., does hereby execute the foregoing document for and on behalf of Pentair,
Inc. effective as of August 23, 2000.

                                       PENTAIR, INC.


Dated:                                 By:
       ----------------------------       --------------------------------------
                                          Its:
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