VOTING AGREEMENT

Exhibit 10.2

VOTING AGREEMENT

This Voting Agreement (“ Agreement ”) is made and entered into as of April 17, 2007, by and between Checkout Holding Corp., a Delaware corporation (“ Parent ”), and the undersigned stockholders (collectively, the “ Stockholders ” and each a “ Stockholder ”) in Catalina Marketing Corporation, a Delaware corporation (the “ Company ”). Certain capitalized terms used in this Agreement are defined in Section 6 hereof and certain other capitalized terms used in this Agreement that are not defined herein shall have the meaning given to such terms in the Merger Agreement (as defined below).

RECITALS

WHEREAS, each Stockholder is the holder of record and/or the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Company Common Stock;

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, Parent and Checkout Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”), are entering into an Agreement of Merger (the “ Merger Agreement ”) which provides, upon the terms and subject to the conditions set forth therein, for the merger of Merger Sub with and into the Company (the “ Merger ”); and

WHEREAS, as a condition and inducement to Parent’s willingness to enter into the Merger Agreement, the Stockholders have agreed to execute and deliver this Agreement.

AGREEMENT

NOW, THEREFORE, the parties to this Agreement, intending to be legally bound, agree as follows:

1.              Agreement to Vote Subject Securities . Prior to the Termination Date, at every meeting of the stockholders of the Company called with respect to any of the following, and at every adjournment or postponement thereof, and on every action or approval by written consent of the stockholders of the Company with respect to any of the following, each Stockholder shall vote or cause to be voted (x) its Subject Securities and (y) any additional shares of Company Common Stock of which such Stockholder directly or indirectly controls the voting as of the relevant record date: (i) in favor of the approval and adoption of the Merger Agreement, the Merger and any other action reasonably requested by Parent in furtherance thereof (whether or not the Merger or any such action is recommended by the Company Board), (ii) against any action or agreement that is in opposition to, or competitive or inconsistent with, the Merger or that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Stockholder contained in this Agreement and (iii) against any Acquisition Proposal and against any other action, agreement or transaction that intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by such Stockholder of its obligations under this Agreement, including: (A) any extraordinary corporate

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transaction, such as a merger, consolidation or other business combination involving the Acquired Companies (other than the Merger); (B) a sale, lease or transfer of a material amount of assets of the Acquired Companies or any reorganization, recapitalization or liquidation of the Acquired Companies; (C) an election of new members to the Company Board, other than nominees to the Company Board in office on the date of this Agreement; (D) any change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws, except if approved by Parent; or (E) any other change in the Company’s corporate structure or business.

(a)           Restriction on Transfer . During the period from the date of this Agreement through the Termination Date, each Stockholder agrees it shall not, directly or indirectly, cause or permit any Transfer of any of its Subject Securities to be effected other than up to 100,000 shares of Company Common Stock.

(b)           Restriction on Transfer of Voting Rights . During the period from the date of this Agreement through the Termination Date, each Stockholder shall ensure that, without Parent’s prior written consent: (a) none of its Subject Securities is deposited into a voting trust; and (b) no proxy is granted (other than a proxy solicited by Parent, Merger Sub and/or the Company Board to vote in accordance with Section 1 hereof), and no voting agreement or similar agreement is entered into, with respect to any of its Subject Securities.

3.             Representations, Warranties and Covenants of Stockholders . Each Stockholder, as to itself, hereby represents and warrants to Parent as follows:

(a)           Due Authorization, Etc. All consents, approvals, authorizations and orders necessary for the execution and delivery by such Stockholder of this Agreement have been obtained, and such Stockholder has all legal capacity, full right, power and authority to enter into this Agreement, and perform such Stockholder’s obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and binding agreement of such Stockholder enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.

(b)           No Conflict . The execution and delivery of this Agreement by such Stockholder does not, and the performance of and under this Agreement by such Stockholder will not (i) conflict with or violate any Legal Requirement applicable to the Subject Securities held by such Stockholder (ii) result in, give rise to or constitute a violation or breach of or a default (or any event which with notice or lapse of time or both would become a violation, breach or default) under any of the terms of any understanding, agreement or other instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its Subject Securities may be bound.

(c)            Title to Securities . As of the date of this Agreement, such Stockholder holds of record (free and clear of any encumbrances or restrictions) the number of outstanding shares of

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Company Common Stock set forth under the heading “Shares Held of Record” under its name on the signature page hereof.

(d)           Reliance by Parent and Merger Sub . Such Stockholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the execution and delivery of this Agreement by the Stockholders, the performance by the Stockholders of the