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employees of Zapata or any subsidiary of Zapata. At December 31, 2001, stock
options covering a total of 3,333 stock options had been exercised. No shares of
common stock are available for future stock options or other awards under the
Plan. As of December 31, 2001, there were 10,667 shares outstanding under the
1987 plan.
 
     The 1990 Stock Option Plan (the "1990 Plan") was approved by the
stockholders on December 6, 1990. The 1990 Plan provides for the granting of
nonqualified stock options to key employees of the Company. Under the 1990 Plan,
options may be granted by the Committee at prices equivalent to the market value
of the common stock on the date of grant. Options become exercisable in one or
more installments on such dates as the Committee may determine, provided that
such date cannot occur prior to the expiration of one year of continued
employment with the Company following the date of grant. Unexercised options
will expire on varying dates up to a maximum of ten years from the date of
grant. The 1990 Plan provides for the issuance of options to purchase up to
100,000 shares of common stock. At December 31, 2001, a total of 96,734 stock
options had been exercised and a total of 3,267 shares of common stock were
reserved for stock options outstanding under the 1990 Plan. As of December 31,
2001, no shares were outstanding under the 1990 plan and no shares were
available for future stock options or other awards under the Plan.
 
     The 1996 Long-Term Incentive Plan (the "1996 Plan") was approved by the
stockholders on December 5, 1996. The 1996 Plan provides for the granting of
nonqualified stock options to key employees of the Company. Under the 1996 Plan,
options may be granted by the Committee at prices equivalent to the market value
of the common stock on the date of grant. Options become exercisable in one or
more installments on such dates as the Committee may determine. Unexercised
options will expire on varying dates up to a maximum of ten years from the date
of grant. The 1996 Plan provides for the issuance of options to purchase up to
500,000 shares of common stock. During 1999, the stockholders approved an
amendment to the 1996 Plan which increased the number of shares available for
options granted under the plan to 1,000,000 shares. Accordingly, the 1996 Plan
became the Zapata Amended and Restated 1996 Long-Term Incentive Plan (the
"Amended 1996 Plan"). At December 31, 2001, stock options covering a total of
104,100 shares had been exercised and a total of 764,666 shares of common stock
are available for future stock options or other awards under the Plan. As of
December 31, 2001 there were 131,234 shares outstanding under the 1996 plan.
 
     The Zapata Pension Plan is a non-contributory qualified defined benefit
pension plan which is intended to qualify under Internal Revenue Code
sec.401(a). All employees of Zapata are eligible. Highly compensated employees
(generally, employees who own more than 5% of the stock of Zapata and employees
earning in excess of $85,000) are eligible effective January 1, 2002. An
employee becomes a participant upon completion of one-year of service (1000
hours in a computation period) or attainment of age 21, whichever is later.
Retirement benefits under the Pension Plan are based on an employee's length of
employment, average monthly compensation and social security covered
compensation. Compensation for this purpose includes salary and other
compensation paid by Zapata and reportable on Form W-2, but excludes fringe
benefits (cash and non-cash), including compensation related to stock option
plans which is reported in the Summary Compensation Table in this Proxy
Statement. The Code limits the amount of compensation that may be considered
($170,000 for 2001) and the annual benefits which may be payable from the
Pension Plan. Pension Plan participants are 100% vested in accrued benefits
after five years of vesting service.
 
     The following table shows the estimated annual benefit payable to employees
on retirement under the Pension Plan to employees in the specified compensation
and years of service classification. The retirement benefits shown are based
upon an employee retiring at age 65 in 2001 who elect to receive benefits in the
form of a single life annuity (although a participant can select other methods
of calculating benefits). The amounts
 
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