EXHIBIT 12
IRREVOCABLE APPOINTMENT OF PROXY
The undersigned stockholder (the "Stockholder") of Xxxxxx Corporation
("BELAIR") has executed a Support/Voting Agreement (the "Voting Agreement"),
dated September 26, 2002, between the Stockholder and Anadarko Petroleum
Corporation ("PARENT"). The Voting Agreement relates to the Agreement and Plan
of Merger, dated the same date, among PARENT, Belair Merger Corp. ("Subcorp")
and BELAIR (the "Merger Agreement"). The Merger Agreement provides for, among
other things, the merger of Subcorp with and into BELAIR (the "Merger").
As security for the Stockholder's obligations under the Voting
Agreement, the Stockholder hereby irrevocably constitutes and appoints PARENT as
his, her or its attorney and proxy in accordance with the provisions of Section
212(e) of the Delaware General Corporation Law ("DGCL"), with full power of
substitution and resubstitution: to cause all of the shares of capital stock of
BELAIR that the Stockholder would be entitled to vote (the "Shares") if
personally present to be counted as present at any meeting of BELAIR
Stockholders called to consider and vote to adopt the Merger and the Merger
Agreement and/or the transactions contemplated thereby; and to vote his, her or
its Shares at any such meeting, however called, or execute consents in respect
of his, her or its Shares, in favor of the Merger and the Merger Agreement and
the transactions contemplated thereby. THIS APPOINTMENT OF PROXY AND POWER OF
ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST WITHIN THE MEANING OF
SECTION 212(e) OF THE DGCL. The Stockholder hereby revokes all other proxies and
powers of attorney with respect to his, her or its Shares that he, she or it may
have heretofore appointed or granted, and no subsequent proxy or power of
attorney shall be granted (and if granted, shall not be effective) by the
Stockholder with respect thereto, other than for the sole purpose of voting
Shares as contemplated by the Voting Agreement.
Schedule I attached hereto sets forth the correct total number of the
Shares.
The appointment made hereby shall be effective until the termination of
the Voting Agreement, without regard to whether such termination should occur
more than eleven (11) months after the date hereof.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Dated: November 25, 2002
SCHEDULE I
STOCK OWNERSHIP
Common Stock
Owned Beneficially 1,236,634 Individually
