<PAGE>
shown are based on current average social security wage base amounts and are not
subject to any deduction for social security or other offset amounts.
PENSION PLAN BENEFITS TABLE
<Table>
<Caption>
YEARS OF SERVICE
-----------------------------------------------
REMUNERATION (*) 15 20 25 30 35
---------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$125,000....................................... $29,921 $39,895 $49,869 $59,843 $69,817
150,000....................................... 36,296 48,395 60,494 72,593 84,692
175,000....................................... 41,396* 55,195* 69,994* 82,793* 96,592*
200,000....................................... 41,396* 55,195* 69,994* 82,793* 96,592*
225,000....................................... 41,396* 55,195* 69,994* 82,793* 96,592*
250,000....................................... 41,396* 55,195* 69,994* 82,793* 96,592*
300,000....................................... 41,396* 55,195* 69,994* 82,793* 96,592*
400,000....................................... 41,396* 55,195* 69,994* 82,793* 96,592*
450,000....................................... 41,396* 55,195* 69,994* 82,793* 96,592*
500,000....................................... 41,396* 55,195* 69,994* 82,793* 96,592*
</Table>
---------------
(*) Internal Revenue Code limits covered compensation to $170,000 for 2001.
As a result of the January 2002 amendment to the Pension Plan, Zapata's
Named Officers are now eligible to participate under the Pension Plan.
The Zapata Supplemental Pension Plan was adopted effective April 1, 1992.
This plan provides supplemental retirement payments to certain former senior
executives of Zapata. The amounts of such payments equal the difference between
the amounts received under the applicable pension plan and the amounts that
would otherwise be received if pension plan payments were not reduced as the
result of the limitations upon compensation and benefits imposed by federal law.
Effective December 1994, the supplemental pension plan was frozen, except with
respect to benefits already accrued.
The Zapata 401(k) Plan is qualified under Sections 401(a) and 401(k) of the
Code. Under the Plan, 3 types of contributions are authorized: (1) employee
pre-tax, salary reduction contributions ("elective deferrals"); (2) matching
employer contributions for participants who make elective deferrals to the Plan;
and (3) discretionary employer contributions, based on cash flow, profitability
and other financial circumstances as Zapata determines to be relevant. The
matching contribution formula is 100% on elective deferrals up to 3% of
compensation for the year and 50% of all deferral contributions of more than 3%;
elective deferrals exceeding 5% of compensation for the year are not matched.
All employees are eligible for participation in the elective deferral and
matching contribution features of the plan upon attainment of age 21 or
completion of 3 months of service, whichever is later. For the purposes of
employer discretionary contributions, an employee enters the plan after
completing 1 year of service or attaining age 21, whichever is later. Matching
contributions are fully vested while discretionary employer contributions, if
any, vest 20% for each year of vesting service.
S
ECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and executive officers, and persons who own
more than 10% of a registered class of the Company's equity securities, to file
with the Securities and Exchange Commission (the "Commission") and the NYSE
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Directors, officers and greater than
10% stockholders are required by the Commission's regulations to furnish the
Company with copies of all Section 16(a) forms they file. Based upon a review of
the copies of such forms furnished to the Company and written representations
that no other reports were required, the Company believes that during 2001 all
reports required by Section 16(a) to be filed by its directors and officers were
filed on a timely basis; except that: Bryan G. Glazer and Leonard DiSalvo failed
to timely report on Form 5 the acquisition of options to purchase the Company's
common stock; and John R. Halldow failed to timely report on Form 3 his status
as a reporting person under Section 16.
A-9
