rrd101663_114121.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T4lqGwMRZN5HZgImsUqJoWjSQiaDO+AAxTC7K2i+N3PySzhVI25A8zlpYpmQ024C hTfepm5LrzQfxH1GqNzoag== 0001181431-06-027427.txt : 20060503 0001181431-06-027427.hdr.sgml : 20060503 20060503163722 ACCESSION NUMBER: 0001181431-06-027427 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060501 FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WHITMORE JOHN R CENTRAL INDEX KEY: 0001228471 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12254 FILM NUMBER: 06804361 BUSINESS ADDRESS: STREET 1: SAUL CENTERS INC STREET 2: 7501 WISCONSIN AVE. CITY: BETHESDA STATE: MD ZIP: 20814 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SAUL CENTERS INC CENTRAL INDEX KEY: 0000907254 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 521833074 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8401 CONNECTICUT AVE CITY: CHEVY CHASE STATE: MD ZIP: 20815 BUSINESS PHONE: 3019866207 MAIL ADDRESS: STREET 1: 8401 CONNECTICUT AVE CITY: CHEVY CHASE STATE: MD ZIP: 20815 4 1 rrd116410.xml X0202 4 2006-05-01 0 0000907254 SAUL CENTERS INC BFS 0001228471 WHITMORE JOHN R 7501 WISCONSIN AVENUE 15TH FLOOR BETHESDA MD 20814 1 0 0 0 Common Shares 2006-05-01 4 A 0 200 40.35 A 2850 D Stock Option 25.78 2004-04-26 2014-04-26 Common Stock 2500 2500 D Stock Option 33.22 2005-05-06 2015-05-06 Common Stock 2500 2500 D Phantom Stock Common Stock 146.399 27090.698 D Stock Option 40.35 2006-05-01 4 A 0 2500 40.35 A 2006-05-01 2016-05-01 Common Stock 2500 2500 D 1 for 1 Under the terms of the reporting person's Deferred Fee Agreement, payment of shares of the issuer's common stock commences at such time as the reporting person ceases to be a director of the issuer. Payment will be a lump sum upon termination of directorship. Pursuant to the issuer's Deferred Compensation Plan under its 2004 Stock Plan and the Deferred Fee Agreement executed by the reporting person, the reporting person has elected to defer receipt of his director's fees, and receive phantom stock, the amount of which is calculated as the quotient of the dollar value of fees deferred, divided by the fair market value of the issuer's shares on the date the phantom stock is received. Scott V. Schneider, by Power of Attorney 2006-05-03 EX-24. 2 rrd101663_114121.htm POWER OF ATTORNEY rrd101663_114121.html

POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints
Scott V Schneider, the undersigned?s true and lawful attorney-in-fact to:

	(1)	execute for and on behalf of the undersigned, in the undersigned?s capacity as a
director of Saul Centers, Inc. (the ?Company?), Forms 3, 4 and 5 in accordance with Section
16(a) of the Securities and Exchange Act of 1934 and the rules thereunder;

	(2) 	do and perform any and all acts for and on behalf of the undersigned which may
be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and
execute any amendment or amendments thereto, and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similarly authority; and

	(3) 	take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact?s discretion.

	The undersigned hereby grants to such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact?s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the undersigned?s responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect until the undersigned is no
longer required to file Forms 3, 4, and 5 with respect to the undersigned?s holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 23rd day of September, 2004.



						Signature:	/s/ John R. Whitmore
						Name:		John R. Whitmore

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