<PAGE>
File No. ________
As filed with the Securities and Exchange Commission on July 1, 1999.
________________________________________________________________________________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
SAUL CENTERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-1833074
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
8401 Connecticut Avenue, Chevy Chase, Maryland 20815
(Address of Principal Executive Offices)
SAUL CENTERS, INC.
DEFERRED COMPENSATION AND STOCK PLAN FOR DIRECTORS
(Full Title of the Plan)
Henry Ravenel
Vice President, Saul Centers, Inc.
8401 Connecticut Avenue
Chevy Chase, Maryland 20815
(Name and Address of Agent for Service)
(301) 986-6207
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Thomas H. McCormick
Patrick T. Connors
Shaw Pittman
2300 N Street, N.W.
Washington, D.C. 20037
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share (2) Price (2) Registration Fee (3)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 50,000 shares $16.94 $847,000 $235.47
$.01 par value per share
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 429, any prospectus relating hereto also relates to shares
previously registered under Form S-8 Registration Statement No. 333-3052. This
Registration Statement shall also cover any additional shares of Common Stock
which become issuable under the Saul Centers, Inc. Deferred Compensation and
Stock Plan For Directors by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt of
consideration which results in an increase in the number of the Registrant's
outstanding shares of Common Stock.
(2) Estimated solely for the purpose of computing the registration fee.
Pursuant to Rule 457(c), the calculation of the registration fee is based on the
average of the high and low sales prices of the Registrant's Common Stock on
June 28, 1999, as reported by the New York Stock Exchange.
<PAGE>
(3) Does not include 7,181 shares of Common Stock, $.01 par value per share,
previously registered under Registration Statement No. 333-3052. A registration
fee of $33.82 was previously paid with respect to such amount.
<PAGE>
INTRODUCTORY STATEMENT NOT FORMING PART OF PROSPECTUS
This registration statement relates to the registration of additional
shares of the same class as other securities for which a registration statement
filed on this form relating to the Saul Centers, Inc. Deferred Compensation and
Stock Plan For Directors is effective (No. 333-3052). The contents of
registration statement No. 333-3052 are hereby incorporated by reference.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits. (Item Number as per Item 601 of Regulation S-K)
5 Opinion of Shaw Pittman (including consent) with respect to legality
of the Common Stock registered hereunder (filed herewith).
23.a Consent of Arthur Andersen LLP (filed herewith).
24 Power of Attorney (included in signature page).
99 Deferred Compensation and Stock Plan For Directors
(As Amended March 18, 1999)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Chevy Chase, Maryland, on this 18/th/ day of March 1999.
SAUL CENTERS, INC.,
a Maryland corporation
(Registrant)
By: /s/ B. Francis Saul II
--------------------------
B. Francis Saul II
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following person in the capacity and on the
date indicated:
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Scott V. Schneider Senior Vice President, Chief March 18, 1999
- ------------------------------------
Scott V. Schneider Financial Officer, Treasurer and
Secretary (Principal Financial
Officer)
</TABLE>
II-2
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Scott V. Schneider and Philip D. Caraci, and each
of them, his true and lawful attorney-in-fact and agents, with full power of
substitution and resubstitution, for and in his name, place and stead, in any
and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement and any or all other documents in
connection therewith, and to file the same, with all exhibits thereto, with the
Securities and Exchange Commission, granting unto said authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as might or could be
done in person, hereby ratifying and confirming all said attorney-in-fact and
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ B. Francis Saul II Chairman of the Board and March 18, 1999
- --------------------------------
B. Francis Saul II Chief Executive Officer (Principal
Executive Officer)
/s/ Philip D. Caraci President and Director
- -------------------------------- March 18, 1999
Philip D. Caraci
/s/ Gilbert M. Grosvenor Director March 18, 1999
- --------------------------------
Gilbert M. Grosvenor
/s/ Philip C. Jackson, Jr. Director March 18, 1999
- --------------------------------
Philip C. Jackson, Jr.
/s/ Paul X. Kelley Director
- -------------------------------- March 18, 1999
General Paul X. Kelley
USMC (Ret.)
/s/ Charles R. Longsworth Director March 18, 1999
- --------------------------------
Charles R. Longsworth
II-3
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Patrick F. Noonan Director March 18, 1999
- --------------------------------
Patrick F. Noonan
/s/ B. Francis Saul III Director March 18, 1999
- --------------------------------
B. Francis Saul III
/s/ Mark Sullivan III Director March 18, 1999
- --------------------------------
Mark Sullivan III
/s/ James W. Symington Director March 18, 1999
- --------------------------------
James W. Symington
/s/ John R. Whitmore Director March 18, 1999
- --------------------------------
John R. Whitmore
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
5 Opinion of Shaw Pittman (including consent) with respect to
legality
23.a Consent of Arthur Andersen LLP
24 Power of Attorney (included in signature page)
99 Deferred Compensation and Stock Plan For
Directors (As Amended March 18, 1999)
</TABLE>
II-5
<PAGE>
EXHIBIT 5
Saul Centers, Inc.
8401 Connecticut Avenue
Chevy Chase, MD 20815
Re: Form S-8 Registration Statement
Dear Sirs:
We have acted as counsel for Saul Centers, Inc., a Maryland corporation
(the "Company"), in connection with a Registration Statement on Form S-8 which
is being filed by the Company under the Securities Act of 1933, as amended (the
"Registration Statement"). The Registration Statement registers 50,000 shares of
the common stock of the Company, par value $ 0.01 per share (the "Shares"),
issuable pursuant to the Saul Centers, Inc. Deferred Compensation and Stock Plan
For Directors (as amended March 18, 1999) (the "Plan").
In such capacity, we have reviewed the charter and by-laws of the Company,
the Registration Statement, the Plan and the corporate action taken by the
Company that provides for the issuance of the Shares.
Based upon the foregoing, we are of the opinion that the Shares issuable
pursuant to the Plan have been duly and validly authorized and, upon issuance
and delivery thereof as contemplated in the Registration Statement and the Plan,
will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm and to our opinion in the Prospectus
which is a part of the Registration Statement.
We are, in this opinion, opining only on the law of the State of Maryland
and the federal law of the United States.
Very truly yours,
/s/ Shaw Pittman
SHAW PITTMAN
<PAGE>
EXHIBIT 23.a
ARTHUR ANDERSEN LLP
Independent Public Accountants Report
To the Board of Directors of
Saul Centers, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 8, 1999
included in Saul Centers, Inc. Form 10-K for the year ended December 31, 1998
and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Washington, DC
June 29, 1999
<PAGE>
SAUL CENTERS, INC.
Deferred Compensation and Stock Plan For Directors
(As Amended March 18, 1999)
---------------------------
ARTICLE I
INTRODUCTION
This Deferred Compensation and Stock Plan (the "Plan") is established
by Saul Centers, Inc. (the "Company") for the benefit of its Directors and their
Beneficiaries (as such terms are defined below), and it shall be maintained
according to the terms hereof. The Company shall have the sole authority to
amend, interpret, manage, and administer the Plan.
ARTICLE II
DEFINITIONS
2.1 DEFINITIONS. When used herein, the following words and phrases shall
have the meanings assigned to them, unless the context clearly indicates
otherwise:
(a) "Beneficiary" means the person or persons, natural or otherwise,
designated by a Director under section 8.1 to receive any death benefit payable
under section 6.3.
(b) "Board of Directors" means the board of directors of Saul Centers, Inc.
(c) "Cash Deferred Fee Accounts" means an account established by the Company
in the name of a Director to which is credited (1) any Director's Fees that are
deferred by the Director under section 3.1(a) and directed into the Cash
Deferred Fee Account under section 3.1(b), (2) any Prior Deferral Amounts other
than such amounts which the Director elects to have transferred to his or her
Stock Deferred Fee Account pursuant to section 3.4(b), and (3) any
<PAGE>
interest that is credited by the Company under Article IV, and from which is
debited payment made under Article VI and Article IX.
(d) "Company" means Saul Centers, Inc.
(e) "Deferred Fee Accounts" means a Director's Cash Deferred Fee Account and
Stock Deferred Fee Account.
(f) "Deferred Fee Agreement" means the written agreement, substantially in the
form of Exhibit A hereto, between the Company and a Director, that together with
the Plan, governs the Director's rights to payment of deferred Director's Fees
(adjusted for investment performance) under the Plan.
(g) "Directors" means a member of the Board of Directors.
(h) "Director's Fees" means the annual retainer paid to a Director, any fees
paid to a Director for attending meetings of the Board of Directors or any
committee of the Board of Directors, and any fees paid to a Director for serving
as chairman of a committee of the Board of Directors.
(i) "Fair Market Value" means, with respect to a share of the Company's common
stock, (i) if the common stock; is listed on a national securities exchange or
traded on the National Market System, the closing price of the common stock on
the determination date or if there are no sales on such date, then on the next
preceding date on which there were sales of common stock, all as published in
the Eastern Edition of the Wall Street Journal, (ii) if the common stock is not
listed on a national securities exchange or traded on the National Market
System, the mean between the bid and asked prices last reported by the National
Association of
2
<PAGE>
Securities Dealers, Inc. for the over-the-counter market on the determination
date or, if no bid and asked prices are reported on such date, then on the next
preceding date on which there were such quotations, or (iii) if the common stock
is not listed on a national securities exchange or traded on the National Market
System and quotations for the common stock are not reported by the National
Association of Securities Dealers, Inc., the fair market value determined by
Board of Directors.
(j) "Financial Hardships" means the financial inability of a Director, as
determined by the President of the Company, to provide the necessary funds to
meet any unforeseen and extraordinary expenses incurred on account of accident,
sickness or disability affecting the Director or any member of his or her
family.
(k) "Interests" means the amount of interest credited to a Director's Cash
Deterred Fee Account at an annual rate determined quarterly in accordance with
section 4.2.
(l) "Plan" means the Saul Centers, Inc. Deferred Compensation and Stock Plan
for Directors set forth in this document, as amended by the Company from time to
time.
(m) "Shares" means the phantom shares of the Company's common stock.
(n) "Stock Deferred Fee Accounts means an account established by the Company
in the name of a Director to which are credited (1) Shares for any Director's
Fees that are deferred by the Director under section 3.1(a) and directed into
the Stock Deferred Fee Account under section 3.1(b), and (2) any additional
Shares that are credited by The Company under Article V and from which are
debited payments made under Article VI.
3
<PAGE>
ARTICLE III
DEFERRAL OF DIRECTOR'S FEES
3.1 ELECTION TO DEFER FEES. (a) For the initial calendar year of the
Plan, the election to defer Director's Fees earned on and after January 1, 1994,
the effective date of the Plan, shall be made prior to such date. After such
date, a Director may elect to defer all or part of his or her Director's Fees to
be earned on or after the date of the election. For a new Director, the
election to defer Director's Fees earned during his or her initial calendar year
of service shall be made within thirty days following the Director's election or
appointment. Any election to defer shall continue in effect unless modified or
revoked in accordance with section 3.3.
(b) When a Director elects to defer Director's Fees under section 3.1(a),
the Director shall also elect whether amounts deferred should be credited to his
or her Cash Deferred Fee Account, to his or her Stock Deferred Fee Account, or
both, in percentages authorized in the Director's Deferred Fee Agreement.
3.2 CREDITING TO DEFERRED FEE ACCOUNTS. (a) When a Director elects under
section 3.1(b) to have Director's Fees credited to his or her Cash Deferred Fee
Account, the Company shall credit the Director's Cash Deferred Fee Account with
the amount of such Director's Fees as of the day such Directors Fees would have
been paid to the Director if they had not been deferred under the Plan.
(b) When a Director elects under section 3.1(b) to have Director's Fees
credited to his or her Stock Deferred Fee Account, the Company shall credit the
Director's Stock Deferred Fee Account with a number of Shares as of the day such
Director's Fees would have been paid to the Director were they not deferred
under the Plan. The number of Shares credited to the Stock
4
<PAGE>
Deferred Fee Account shall be the quotient of (1) the amount of Director's Fees
to be credited to the Stock Deferred Fee Account divided by (2) the Fair Market
Value of the Company's common stock on such date.
3.3 MODIFICATION OR REVOCATION OF DEFERRAL. A Director may, on a
prospective basis, change the amount of Director's Fees to be deferred by
executing a new Deferred Fee Agreement or revoke his or her election to defer
Director's Fees by a written revocation to the Secretary of the Company.
3.4 MODIFICATION OF INVESTMENT DIRECTION. A Director may, on a
prospective basis, modify his or her election regarding the Deferred Fee
Accounts to which his or her deferred Director's Fees are credited.
ARTICLE IV
INTEREST
4.1 INTEREST. Interest shall be credited to each Director's Cash Deferred
Fee Account, as of the end of each calendar quarter, at an annual rate
determined pursuant to section 4.2. Interest shall be credited during each
quarter that a Director has any amount credited to his or her Cash Deferred Fee
Account under the Plan.
4.2 RATE OF INTEREST. Interest shall be credited at a rate equal to two
percentage points less than the dividend rate for the dividend paid in the
calendar quarter then just ended on the Company's common stock computed as of
the date that the dividend is paid, based on the closing price of the Company's
common stock on such date.
5
<PAGE>
ARTICLE V
DIVIDENDS
5.1 CREDITING OF DIVIDENDS. Each Director with shares credited to his or
her Stock Deferred Fee Account on the record date of a dividend on the Company's
common stock shall be credited on the payment date of the dividend with an
amount determined by the product of the number of shares credited to the
Director's Stock Deferred Fee Account on the dividend record date and the
dividend per share on the Company's common stock. Such amount shall be credited
on the dividend payment date to the Director's Cash Deferred Fee Account, unless
the Director at such time has a Deferred Fee Agreement in effect which provides
for the deferral of any portion of the Directors fees otherwise payable during
the period which includes the dividend payment date to be credited to the
Director's Stock Deferred Fee Account. In such a case, the dividend
reinvestment provisions of Section 5.2 shall apply.
5.2 DIVIDEND REINVESTMENT SHARES. If the Director has a Deferred Fee
Agreement in effect on the payment date of dividends on the Company's common
stock and such Deferred Fee Agreement provides for any portion of the Director's
fees otherwise payable during the period which includes the dividend payment
date to be credited to the Director's Stock Deferred Fees Account, then on the
dividend payment date the Director's Stock Deferred Fee Account shall be
credited with a number of shares determined by dividing the amount of the
dividends for the Director as determined under Section 5.1 by ninety-seven
percent (97%) of Fair Market Value of the Company's common stock on the dividend
payment date.
6
<PAGE>
ARTICLE VI
PAYMENT OF DEFERRED FEES
6.1 DEFERRED FEES AND INTEREST. A Director shall be entitled to receive a
benefit equal to the amounts credited to his or her Deferred Fee Accounts at the
time or times specified in such Director's Deferred Fee Agreement. Amounts
credited to a Director's Cash Deferred Fee Account shall be paid in cash. Shares
credited to a Director's Stock Deferred Fee Account shall be paid by the
delivery by the Company of certificates representing a like number of the
Company's common shares.
6.2 PAYMENT. (a) At the election of a Director, the amount credited to
the Director's Deferred Fee Accounts shall be paid in a lump sum or in
installments in accordance with the terms of such Director's Deferred Fee
Agreement. Amounts credited to a Director's Cash Deferred Fee Accounts shall
bear interest at the rate specified in Article IV during the installment payout
period. Shares credited to a Director's Stock Deferred Fee Account shall
continue to result in the crediting of additional amounts to a Director's Cash
Deferred Fee Account or additional Shares to the Director's Stock Deferred Fee
Account as determined under Article V during the installment payout period.
(b) Notwithstanding the foregoing, no payment of shares from a Director's
Stock Deferred Fee Account shall be made unless the Company may validly issue
shares at such time pursuant to all applicable rules and regulations, including
but not limited to corporate law, securities law and stock exchange rules. If
Shares may not be issued, subject to compliance with applicable securities laws
requirements, the Fair Market Value of the Shares credited to a Director's
Deferred Fees Account shall be distributed in cash.
7
<PAGE>
6.3 DEATH OF A DIRECTOR. If a Director dies with any amount credited to
his or her Deferred Fee Accounts, then his or her Beneficiary shall be entitled
to receive the entire amount in a lump sum. Such payment shall be made as soon
as practicable after the end of the calendar quarter in which the Director's
death occurred.
ARTICLE VII
HARDSHIP WITHDRAWALS
7.1 WITHDRAWALS FROM DEFERRED FEE ACCOUNTS. (a) No Director, Beneficiary,
nor any other individual or entity shall have any right to make any withdrawals
from such Director's Deferred Fee Accounts or to alter any installment payments
provided under this Agreement.
(b) Notwithstanding section 7.1(a), a Director shall, in the discretion of
the Company, be entitled to withdraw all or a portion of the amount credited to
his or her Deferred Fee Accounts in the event of Financial Hardship.
Withdrawals from the Cash Deferred Fee Account shall be payable in cash and
withdrawals from the Stock Deferred Fees Account shall be payable in Shares,
subject to the provisions of section 6.2(b).
ARTICLE VIII
BENEFICIARIES
8.1 DESIGNATION OF BENEFICIARY. Each Director may designate from time to
any person or person, natural or otherwise, as his or her Beneficiary or
Beneficiaries to whom benefits under section 6.3 are to be paid if he or she
dies while entitled to benefits. Each
8
<PAGE>
Beneficiary designation shall be made either in the Deferred Fee Agreement or on
a form prescribed by the Secretary of the Company and shall be effective only
when filed with the Secretary during the Director's lifetime. Each Beneficiary
designation filed with the Secretary shall revoke all Beneficiary designations
previously made by the Director. The revocation of a Beneficiary designation
shall not require the consent of any designated Beneficiary.
ARTICLE IX
ANNUAL STOCK AWARDS
9.1 ANNUAL STOCK AWARDS. Each person who is a Director as of the record
date for the Company's annual meeting of stockholder's shall as of the date of
the Company's annual meeting receive distribution of an award of one hundred
(100) shares of the Company's common stock. The annual stock award may not be
deferred under Article III. The common stock received by each Director shall be
subject to the holding period requirement of Section 9.2.
9.2 HOLDING PERIOD. The shares of common stock of the Company received by
a Director in accordance with Section 9.1 shall be restricted from transfer by
the Director for a period of twelve (12) months from the date of the award. In
the event a Director dies prior to the end of the Director's twelve (12) month
holding period for the shares of common stock, the restriction on transfer of
such Director's shares shall terminate. The Company may place such legends on
the certificates representing the shares of common stock distributed as annual
awards as it deems appropriate to enforce the holding period requirement.
9
<PAGE>
ARTICLE X
ADMINISTRATION
10.1 RIGHT TO TERMINATE. The Board of Directors may amend or terminate the
Plan at any time in whole or in part. No amendment or termination of the Plan
shall reduce any amounts credited to a Director's Deferred Fee Accounts, any
amount owed to him or her by the Company as of the date of amendment or
termination, or the amount of Interest accrued or number of Shares to be
credited, as of such date, to his or her account.
10.2 NO FUNDING OBLIGATION. The obligation of the Company to pay any
benefits under the Plan shall be unfunded and unsecured, and any payments under
the Plan shall be made from the general assets of the Company. The Company,
however, in its discretion, may set aside assets or purchase annuity or life
insurance contracts to discharge all or part of its obligations under the Plan.
The assets set aside or the annuity, or life insurance contracts shall remain in
the name of the Company, and no trust shall be created by setting aside the
assets or purchasing annuity or life insurance contracts. Director's rights
under the Plan are not assignable or transferable other than by will or the laws
of descent and distribution, and such rights are exercisable during the
Director's lifetime only by him or her, or by his or her guardian or legal
representative.
10.3 APPLICABLE LAW. This Plan shall be construed and enforced in
accordance with the laws of the State of Maryland, except to the extent
superseded by federal law.
10.4 ADMINISTRATION AND INTERPRETATION. The President of Saul Centers,
Inc. shall have the authority and responsibility to administer and interpret the
Plan. Benefits due and owing to a Director or Beneficiary under the Plan shall
be paid when due
10
<PAGE>
without any requirement that a claim for benefits be filed. However, any
Director or Beneficiary who has not received the benefits to which he or she
believes himself or herself entitled may file a written claim with the
President, who shall act on the claim within thirty days, and such action on any
such claim shall be conclusive.
11
<PAGE>
EXHIBIT A
DEFERRED FEE AGREEMENT
This Agreement between Saul Centers, Inc. (the "Company") and
____________________ (the "Director") is made the ____ day of ____________,
19__, under the Saul Centers, Inc. Deferred Compensation and Stock Plan for
Directors (the "Plan").
1. DEFERRED FEE PLAN. The Director agrees to the terms and conditions of the
Plan, a copy of which has been delivered to the Director and constitutes a part
of this Agreement. Capitalized words and phrases in this Agreement shall have
the meaning given to them in the Plan, unless the context clearly indicates
otherwise.
2. ELECTION TO DEFER FEES. The Director authorizes and directs the Company
to defer ________________________ [insert percentage or dollar amount] of the
Director's Fees earned on and after _________________ 19__ and in each
subsequent calendar year. The Director may at any time revoke this election on a
prospective basis beginning after the date of such revocation by delivering to
the Secretary of the Company a written revocation of the election.
3. INVESTMENT OF DEFERRED FEES. The Director elects to have his or her
deferred Director's Fees apportioned between Cash and Stock Deferred Fee
Accounts as follows (circle appropriate percentages):
<TABLE>
<S> <C> <C> <C> <C> <C>
Cash Deferred Fee Account: 0% 25% 50% 75% 100%
Stock Deferred Fee Account: 0% 25% 50% 75% 100%
</TABLE>
<PAGE>
4. FORM OF PAYMENT. The Director elects to receive the amount of Deferred
Fees credited to his or her Deferred Fee Accounts pursuant to this Agreement in
(check one):
( ) a lump sum; or
( ) substantially equal annual Installments over a period of _ years
(not to exceed ten).
Payment shall commence:
( ) ___________, 19_; or
( ) upon termination of service as director.
5. BENEFICIARY. The Director requests that, upon his or her death, any
amounts remaining in his or her Deferred Fee Accounts be paid to the Beneficiary
or Beneficiaries he or she has designated in a Notice of Designation of
Beneficiary filed with the Secretary of the Company.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year written above.
_______________________ _____________________________
Witness Director
SAUL CENTERS, INC.
By __________________________
Name: _______________________
Title: _______________________
3
