Exhibit 99.1

CAPTIVA SOFTWARE CORPORATION

AMENDED AND RESTATED
STOCK OPTION/STOCK ISSUANCE PLAN

I

GENERAL PROVISIONS

1. Purpose
2. Structure of the Plan; Terminology
3. Administration of the Plan
4. This Plan shall be administered either by the Board
or a committee of two (2) or more Board members appointed by the Board to which
the Board has delegated administrative functions under the Plan (the "Plan
Administrator").  Members of any committee to which the Board has delegated
any administrative functions shall serve for such terms as the Board shall
determine and subject to the Board's right of removal.  All delegations of
authority to any committee shall be and remain revocable by the Board.
5. The Plan Administrator shall have full power and
authority to implement, interpret and administer the Plan, to establish all such
rules and regulations as it deems appropriate, and to make such determinations
under the Plan and any outstanding option grants or share issuances as it deems
necessary or advisable.  Decisions of the Plan Administrator shall be final and
binding on all parties who have an interest in the Plan or any outstanding
option or share issuance.
6. Selection of Optionees and Participants
7. The persons eligible to receive share issuances under
the Stock Issuance Program and/or option grants pursuant to the Option Grant
Program are limited to Employees; non-employee members of the Board of the
Corporation (or of any Parent or Subsidiary); and consultants and other
independent contractors who provide valuable services to the Corporation (or of
any Parent or Subsidiary).
8. The Plan Administrator shall have the absolute discretion
and authority to determine, subject to the provisions of this Plan, the terms of
any option grant or share issuance.  In addition to any other matters over which
the Plan Administrator has discretion hereunder, the Plan Administrator shall
determine which, if any, eligible individuals will be granted options in
accordance with Article II of the Plan and which will be issued shares in
accordance with Article III of the Plan.  With respect to option grants
made under the Plan, the Plan Administrator will determine the number of shares
to be covered by each such grant, the status of the granted option as either an
Incentive Option or a Non-Statutory Option, the time or times at which each
granted option is to become exercisable, the vesting schedule (if any)
applicable to shares issued pursuant to the granted options, and the maximum
term for which the option may remain outstanding.  With respect to share
issuances under the Stock Issuance Program, in addition to other matters over
which the Plan Administrator has discretion hereunder, the Plan Administrator
will determine the number of shares to be issued to each issuee, the vesting
schedule (if any) applicable to the issued shares, and the consideration to be
paid by the individual for such shares.  Notwithstanding the above, the vesting
schedule applicable to any options granted or shares issued hereunder shall
provide for vesting of at least 20% of the total number of shares per year from
the date of grant or issuance.
9. Common Stock issuable under the Plan, whether under the
Option Grant Program or the Stock Issuance Program, may be subject to such
restrictions on transfer, repurchase rights or other restrictions as may be
imposed by the Plan Administrator and set forth in the documents governing such
option or issuance.
10. Stock Subject to the Plan
11. Common Stock of the Corporation will be issued under
the Plan.  The maximum number of shares of Common Stock which may be issued over
the term of the Plan shall not exceed ______ shares, subject to adjustment
from time to time in accordance with the provisions of this Section 5 of Article
I.
12. Shares reserved for issuance under granted options but
not in fact issued pursuant to options granted under the Plan due to the
expiration or termination of the option or the cancellation of the option in
accordance with Section 3 of Article II will again become available for
issuance under the Plan.  Shares actually issued under the Plan, whether
pursuant to the exercise of an option under the Option Grant Program or a stock
issuance pursuant to the Stock Issuance Program, which are subsequently
repurchased by the Corporation will not become available for future
issuance.
13. In the event any change is made to the Common Stock
issuable under the Plan by reason of any stock dividend, stock split,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without receipt of consideration, then
appropriate adjustments shall be made to (i) the aggregate number and/or class
of shares issuable under the Plan and (ii) the aggregate number and/or class of
shares and the option price per share in effect under each outstanding option in
order to prevent the dilution or enlargement of benefits thereunder.  The
adjustments determined by the Plan Administrator shall be final, binding and
conclusive.
14. Amendment of the Plan and Awards
15. The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects whatsoever.
However, no such amendment or modification shall adversely affect the rights and
obligations of an optionee with respect to options at the time outstanding under
the Plan, nor adversely affect the rights of any issuee with respect to Common
Stock issued under the Plan prior to such action unless such optionee or issuee
consents to such amendment.  In addition, the Board shall not, without the
approval of the Corporation's shareholders, amend the Plan so as to (i) increase
the maximum number of shares issuable under the Plan (except for adjustments
required under Article I, Section 5.C), (ii) materially increase the benefits
accruing to individuals who participate in the Plan, or (iii) materially modify
the eligibility requirements for participation in the Plan.
16. Options to purchase shares of Common Stock may be granted
under the Option Grant Program and shares of Common Stock may be issued under
the Stock Issuance Program, which are in excess of the number of shares then
available for issuance under the Plan, provided any excess shares actually
issued under the Option Grant Program or the Stock Issuance Program are held in
escrow until shareholder approval of an amendment sufficiently increasing the
number of shares of Common Stock available for issuance under the Plan is
obtained.  If such approval is not obtained within twelve (12) months after the
date the initial excess issuances are made, then (I) any unexercised options
representing such excess shall terminate and cease to be exercisable and (ii)
the Corporation shall promptly refund to the optionees and issuees the option or
purchase price paid for any excess shares issued under the Plan and held in
escrow, together with interest (at the applicable Short Term Federal Rate) for
the period the shares were held in escrow, and such shares shall thereupon be
automatically cancelled and cease to be outstanding.
17. Effective Date and Term of Plan
18. The Plan shall become effective when adopted by the
Board.  Options to purchase shares of Common Stock may be granted under the
Option Grant Program and shares of Common Stock may be issued under the Stock
Issuance Program from and after the effective date, provided any shares actually
issued under the Plan are held in escrow until shareholder approval of the Plan
is obtained.  If such approval is not obtained within twelve (12) months after
the effective date, then (I) all options shall terminate and cease to be
exercisable, (II) the Corporation shall promptly refund to the optionees and
issuees the option or purchase price paid for any shares issued under the Plan,
together with interest (at the applicable Short Term Federal Rate) for the
period the shares were held in escrow, and such shares shall thereupon be
automatically cancelled and cease to be outstanding, and (iii) this Plan shall
terminate in its entirety.
19. Unless sooner terminated by reason of Section 7A of this
Article I, the Plan shall terminate upon the earlier of (i) September 15, 2004,
or (ii) the date on which all shares available for issuance under the Plan
have been issued pursuant to the exercise of options granted under
Article I or the issuance of shares under Article III.  The
termination of the Plan shall have no effect on any outstanding options under or
shares issued and outstanding under the Plan, and such securities shall
thereafter continue to have force and effect in accordance with the provisions
of the agreements evidencing such options and issuances.
20. No Employment or Service Rights

Nothing in the Plan shall confer upon any person any
right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary) or of the optionee or the issuee, which rights are hereby
expressly reserved by each, to terminate Service of the optionee or issuee at
any time for any reason whatsoever, with or without cause or to engage in any
Corporate Transaction.

II 
OPTION GRANT PROGRAM

1. Terms and Conditions of Options
2. Option Price.
3. The option price per share shall be fixed by the Plan
Administrator.  In no event, however, shall the option price per share be less
than eighty-five percent (85%) of the Fair Market Value of a share of Common
Stock on the date of the option grant.  Notwithstanding the above, in the event
of any option granted to a 10% Shareholder, the option price shall not be less
that one hundred ten percent (110%) of the Fair Market Value of a share of
Common Stock on the date of the option grant.
4. The option price per share shall become immediately due
upon exercise of the option and shall, subject to the provisions of Article IV,
Section 1 and the agreement evidencing such grant, be payable in cash or check
drawn to the Corporation's order.  Notwithstanding the above, should the
Corporation's outstanding Common Stock be registered under Section 12(g) of the
1934 Act, at the time the option is exercised, then the option price may also be
paid as follows:
5. Term and Exercise of Options.Each option granted
under the Plan shall be exercisable at such time or times, during such period,
and for such number of shares as shall be determined by the Plan Administrator
and set forth in the stock option agreement evidencing such option.  However, no
option granted under the Plan shall have a term in excess often (10) years from
the grant date.
6. No Assignment.During the lifetime of the
optionee, the option shall be exercisable only by the optionee and shall not be
assignable or transferable by the optionee otherwise than by will or by the laws
of descent and distribution following the optionee's death.
7. Termination of Service.The following provisions
shall govern the exercise period applicable to any options held by the optionee
at the time of cessation of Service or death:
8. Should the optionee cease to remain in Service for any
reason other than death or Permanent Disability, then the period during which
each outstanding option held by such optionee is to remain exercisable shall be
limited to the three (3) month period following the date of such cessation of
Service.
9. Should such Service terminate by reason of Permanent
Disability or should the optionee die while holding one or more outstanding
options, then the period during which each such option is to remain exercisable
shall be limited to the twelve (12)-month period following the date of the
optionee's cessation of Service or death.  During the limited exercise period
following the optionee's death, the option may be exercised by the personal
representative of the optionee's estate or by the person or persons to whom the
option is transferred pursuant to the optionee's will or in accordance with the
laws of descent and distribution.
10. The Plan Administrator shall have full power and
authority to extend (either at the time the option is granted or at any time
while the option remains outstanding) the period of time for which the option is
to remain exercisable following the optionee's cessation of Service, from the
limited period otherwise applicable under subsection 1C of this Article II,
to such greater period of time as the Plan Administrator may deem appropriate
under the circumstances.
11. Notwithstanding the above no option shall be exercisable
after the specified expiration date of the option term.
12. Each such option shall, during the applicable limited
exercise period, be exercisable only with respect to the shares for which the
option was exercisable on the date of the optionee's cessation of
Service.
13. Shareholder Rights.An optionee shall not have
rights as a shareholder with respect to any shares subject to an option until
such optionee shall have exercised the option and paid the option
price.
14. Incentive Options
15. Option Price.
16. The option price per share of the Common Stock
subject to an Incentive Option shall in no event be less than one hundred
percent (100%) of the Fair Market Value of a share of Common Stock on the grant
date.
17. If the individual to whom the option is granted is a 10%
Shareholder, then the option price per share shall not be less than one hundred
ten percent (110%) of the Fair Market Value of the Common Stock on the date of
the option grant.
18. Dollar Limitation.The aggregate Fair Market
Value (determined as of the date or dates of grant) of Common Stock which first
becomes exercisable during any one calendar year under Incentive Options granted
to any Employee under any option plan of the Corporation (or any parent or
subsidiary corporation) shall not exceed the sum of One Hundred Thousand Dollars
($100,000).  To the extent the Employee holds options which become exercisable
in the same calendar year, the foregoing limitation on such options shall be
applied on the basis of the order in which such options are granted.  Any
options in excess of such limitation shall automatically be treated as Non-
statutory Options.
19. Term of Option for 10% Shareholders.No option
granted to a 10% Shareholder shall have a term in excess of five (5) years from
the grant date.
20. Cancellation and New Grant of Options.

The Plan Administrator shall have the authority to
effect, at any time and from time to time, with the consent of the affected
optionees, the cancellation of any or all outstanding options under the Plan and
the grant in substitution therefor of new options under the Plan covering the
same or a different numbers of shares of Common Stock but having an option price
per share established at the time of such cancellation and regrant in accordance
with the provisions of this Plan.

III
STOCK ISSUANCE PROGRAM

1. Stock Issuances
2. Issue Price
3. Payment of Issue Price

Except as provided in Article IV, Section 1, shares shall
be issued only in exchange for cash, a check payable to the Corporation, for
services previously rendered to the Corporation (or any Parent or Subsidiary) or
such other lawful consideration as may be acceptable to the Plan
Administrator.

IV
MISCELLANEOUS

1. Loans
2. The Plan Administrator may assist any optionee or
issuee (other than a non-employee director) in the exercise of one or more
options granted to such optionee under the Option Grant Program or the purchase
of one or more shares to be issued to such issuee under the Stock Issuance
Program, including the satisfaction of any Federal and State income and
employment tax obligations arising therefrom, by (i) authorizing the extension
of a loan from the Corporation to such optionee or issuee, or (ii) permitting
the optionee or issuee to pay the option price or purchase price for the
purchased Common Stock in installments over a period of years.
3. The terms of any loan or installment method of payment
(including the interest rate and terms of repayment) shall be established by the
Plan Administrator in its sole discretion.  Loans or installment payments may be
authorized with or without security or collateral.  However, any loan made to a
consultant or other non-employee advisor must be secured by property other than
the purchased shares of Common Stock.  In all events the maximum credit
available to each optionee or issuee may not exceed the sum of (i) the aggregate
option price or purchase price payable for the purchased shares plus (ii) any
Federal and State income and employment tax liability incurred by the optionee
or issuee in connection with such exercise or purchase.
4. The Plan Administrator may, in its absolute discretion,
determine that one or more loans extended under the financial assistance program
shall be subject to forgiveness by the Corporation in whole or in part upon such
terms and conditions as the Board in its discretion deems
appropriate.
5. Vesting of Shares and Repurchase Rights
6. The Plan Administrator, in its absolute discretion,
may issue fully and immediately vested shares of Common Stock, or the Plan
Administrator may impose such vesting requirements as it deems appropriate with
the Corporation retaining a right to repurchase any unvested shares.  The terms
of the vesting schedule and of the Corporation's repurchase rights shall be as
determined by the Plan Administrator and set forth in the agreement governing
such issuance.
7. Any new, additional or different shares of stock or other
property (including money paid other than as a regular cash dividend) which the
holder of unvested Common Stock may have the right to receive by reason of a
stock dividend, stock split, reclassification or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration shall be issued subject to (i) the same vesting and repurchase
limitations applicable to the unvested Common Stock with respect to which it was
paid or arose, and (ii) such escrow arrangements as the Plan Administrator shall
deem appropriate.
8. No person to whom shares of Common Stock have been issued
pursuant to the Plan may transfer any such shares which have not vested.
Notwithstanding the above, the issuee shall have the right to make a gift of
unvested shares acquired under the Plan to his/her spouse, parents or issue or
to a trust established for such spouse, parents or issue, provided the
transferee of such shares delivers to the Corporation a written agreement to be
bound by all the provisions of the Plan and the Issuance or Stock Purchase
Agreement executed by the issuee at the time of his/her acquisition of the
gifted shares.
9. Market Stand-Off Agreement
10. Right of First Refusal
11. Securities Laws; Legends
12. No shares of Common Stock or other assets shall be
issued or delivered under this Plan unless and until the Corporation shall have
determined that there has been full and adequate compliance with all applicable
requirements of the Federal and state securities laws and all other applicable
legal and regulatory requirements.
13. Shares issued under the Plan shall bear such legends as
the Plan Administrator deems necessary or appropriate, including such
restrictive legends as the Plan Administrator shall require to reflect the terms
of any agreement between the issuee and the Corporation.
14. Shareholder Rights
15. Subject to the rights of the Corporation set forth
herein or in any other agreement entered into between the Corporation and an
issuee of shares under the Plan, each person to whom shares of Common Stock have
been issued under the Plan shall have all the rights of a shareholder with
respect to those shares whether or not his/her interest in such shares is
vested.  Accordingly, the issuee shall have the right to vote such shares and to
receive any cash dividends or other distributions paid or made with respect to
such shares.
16. Acceleration
17. Definitions
18. Board shall mean the Board of Directors of the
Corporation.
19. Common Stockshall mean the common stock of the
Corporation.
20. Corporate Transaction shall mean either of the
following shareholder approved transactions to which the Corporation is a
party:
21. any transaction or series of related transactions
(including, without limitation, any reorganization, merger or consolidation) in
which more than fifty percent (50%) of the Corporation's outstanding voting
stock is transferred to a person or persons different from those who held the
stock immediately prior to such transaction, or
22. the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.
23. Employee shall mean an individual who is in the
employ of the Corporation or any Parent or Subsidiary, subject to the control
and direction of the employer entity as to both the work to be performed and the
manner and method of performance.
24. Fair Market Value per share of Common Stock on any
relevant date under the Plan shall be the value determined in accordance with
the following provisions:
25. If the Common Stock is not at the time listed or admitted
to trading on any Stock Exchange but is traded on the NASDAQ National Market
System, the Fair Market Value shall be the closing selling price per share of
Common Stock on the date in question, as the price is reported by the National
Association of Securities Dealers through the NASDAQ National Market System or
any successor system.  If there is no closing selling price for the Common Stock
on the date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.
26. If the Common Stock is at the time listed or admitted to
trading on any Stock Exchange, then the Fair Market Value shall be the closing
selling price per share of Common Stock on the date in question on the Stock
Exchange determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange.  If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such quotation
exists.
27. If the Common Stock is at the time neither listed nor
admitted to trading on any Stock Exchange nor traded on the NASDAQ National
Market System, then such Fair Market Value shall be determined by the Plan
Administrator after taking into account such factors as the Plan Administrator
shall deem appropriate.
28. Incentive Option shall mean a stock option which
satisfies the requirements of Internal Revenue Code Section 422.
29. Non-Statutory Option shall mean a stock option not
intended to meet the requirements of Code Section 422.
30. Parent shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the Corporation,
provided each corporation in the unbroken chain (other than the Corporation)
owns, at the time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in a such chain.
31. Permanent Disability shall have the meaning
assigned to such term in Code Section 22(e)(3).
32. Service shall mean the provision of services to
the Corporation or any Parent or Subsidiary by an individual in the capacity of
an Employee, a non--employee member of the Board or a consultant or independent
contractor.
33. Subsidiary shall mean each corporation (other than
the Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each such corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
34. 10% Stockholder shall mean the owner of stock (as
determined under Code Section 424(d)) possessing ten percent (10%) or more of
the total combined voting power of all classes of stock of the
Corporation.
35. Use of Proceeds
36. Withholding
37. Regulatory Approvals

The implementation of the Plan, the granting of any
options under the Option Grant Program, the issuance of any shares under the
Stock Issuance Program, and the issuance of Common Stock upon the exercise of
the option grants made hereunder shall be subject to the Corporation's
procurement of all approvals and permits required by regulatory authorities
having jurisdiction over the Plan, the options granted under it, and the Common
Stock issued pursuant to it.

VFINANCIAL REPORTS

The Corporation shall deliver a balance sheet and an
income statement meeting the requirements of Section 260.140.46 of Title 10,
California Code of Regulations at least annually to each individual holding an
outstanding option or to whom shares have been issued under the Plan.