§ 704. Classification of directors.

(a) The certificate of incorporation or the specific provisions of a
by-law adopted by the shareholders may provide that the directors be
divided into either two, three or four classes. All classes shall be as
nearly equal in number as possible. The terms of office of the
directors initially classified shall be as follows: that of the first
class shall expire at the next annual meeting of shareholders, the
second class at the second succeeding annual meeting, the third class,
if any, at the third succeeding annual meeting, and the fourth class, if
any, at the fourth succeeding annual meeting.

(b) At each annual meeting after such initial classification,
directors to replace those whose terms expire at such annual meeting
shall be elected to hold office until the second succeeding annual
meeting if there are two classes, the third succeeding annual meeting if
there are three classes, or the fourth succeeding annual meeting if
there are four classes.

(c) If directors are classified and the number of directors is
thereafter changed:

(1) Any newly created directorships or any decrease in directorships
shall be so apportioned among the classes as to make all classes as
nearly equal in number as possible.

(2) When the number of directors is increased by the board and any
newly created directorships are filled by the board, there shall be no
classification of the additional directors until the next annual meeting
of shareholders.