<PAGE>
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL
BE VOTED FOR PROPOSAL 1, 2 AND 3, AND AGAINST STOCKHOLDER PROPOSAL 4. ANY PROXY
WHICH IS EXECUTED IN SUCH A MANNER AS NOT TO WITHHOLD AUTHORITY TO VOTE FOR THE
ELECTION OF ANY DIRECTOR NOMINEE, SHALL BE DEEMED TO GRANT SUCH AUTHORITY. THE
B
OARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3, AND RECOMMENDS A
VOTE AGAINST PROPOSAL 4.
[X] Please mark your vote as in this example.
<Table>
<S> <C> <C> <C>
(1) Election of Directors FOR ALL [ ] WITHHOLD AUTHORITY EXCEPTIONS [ ]
(except as specified below) nominees listed below TO VOTE FOR [ ]
all nominees listed below
</Table>
Darcie S. Glazer Bryan G. Glazer
Instructions: To withhold vote for any individual nominee, mark the
"Exceptions" box and write that nominee's name(s) in the space provided below.
-----------------------------------------------------------------------------
(2) Proposal to grant stock options to non-employee directors
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) Proposal to ratify selection of PricewaterhouseCoopers LLP as independent
public accountants FOR [ ] AGAINST [ ] ABSTAIN [ ]
(4) Stockholder proposal to recommend liquidation of the Company
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(Sign and date on reverse side)
THE ZAPATA CORPORATION -- ANNUAL MEETING -- MAY 21, 2002
ZAPATA CORPORATION NOW OFFERS PHONE VOTING 24 HOURS A DAY, 7 DAYS A WEEK
ON A TOUCH-TONE PHONE, CALL TOLL-FREE 1-800-PROXIES (OR 1-800-776-9437). YOU
WILL HEAR THESE INSTRUCTIONS:
- ENTER THE CONTROL NUMBER FROM THE BOX ABOVE, JUST BELOW THE PERFORATION.
- YOU WILL THEN HAVE TWO OPTIONS:
OPTION 1: TO VOTE AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL PROPOSALS;
OR
OPTION 2: TO VOTE ON EACH PROPOSAL SEPARATELY.
- YOUR VOTE WILL BE REPEATED TO YOU AND YOU WILL BE ASKED TO CONFIRM IT.
IF YOU HAVE VOTED BY PHONE, PLEASE DO NOT RETURN THE PROXY CARD. THANK YOU FOR
VOTING
