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PROXY
ZAPATA CORPORATION
P.O. BOX 4240
HOUSTON, TX 77210
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Avram A. Glazer, Joseph L. von Rosenberg III
and Lamar C. McIntyre and each of them, attorneys and agents with full power of
substitution, to vote as proxy all the shares of Common Stock and $2
Noncumulative Convertible Preference Stock of Zapata Corporation held of record
by the undersigned on June 20, 1995 at the 1995 Annual Meeting of Stockholders
of Zapata Corporation to be held on July 27, 1995 and at any adjournments
thereof, in the manner indicated on the reverse hereof and in their discretion
on such other matters as may properly come before said meeting or any
adjournments thereof.
If you wish to vote in accordance with the recommendations of the Board of
Directors, you may just sign and date on the reverse side and mail in the
postage paid envelope provided. Specific choices may be made on the reverse
side.
(SIGN AND DATE ON REVERSE SIDE)
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR ALL Nominees:
(except as specified WITHHOLD AUTHORITY Term Ending 1998:
below) TO VOTE FOR
1. Election of [_] [_] Robert V. Leffler, Jr.
Directors.
W. George Loar
Instructions: To withhold vote for individual(s)
write name(s) below.
- - ------------------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of appointment of independent [_] [_] [_]
public accountants for 1995
3. Stockholder proposal for cumulative voting [_] [_] [_]
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS
INDICATED, WILL BE VOTED FOR ITEM 1--ALL NOMINEES LISTED AT
LEFT FOR ELECTION AS DIRECTORS, FOR ITEM 2, AND AGAINST
ITEM 3. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
ITEMS 1 AND 2, AND RECOMMENDS A VOTE AGAINST ITEM 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE
SIGNATURE DATE SIGNATURE DATE
--------------- ---------- ------------------- ------
SIGNATURE IF HELD JOINTLY
NOTE: When signing as Executor, Administrator, Trustee or the like, please give
full title.
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