Exhibit 99.3
 WebMD Health Corp.
 Amended and Restated Compensation Committee Charter
 
 Effective as of October 23, 2009
 
 A. Purpose
 1.
    
    General. The Compensation Committee (the Committee) has been established by
the Board of Directors (the Board) of WebMD Health Corp. (the Corporation) to
determine the compensation arrangements of the executive officers of the Corporation,
to assist the Board in providing oversight of the compensation programs applicable to
other employees of the Corporation and to provide assistance and recommendations to the
Board with respect to various other aspects of the Corporations compensation policies
and practices and related matters.2.
    
    Equity Compensation Plans. The Committee has the authority under the
Corporations existing equity compensation plans (and shall have the authority under
any future equity compensation plans that so provide) to make awards in any form
permitted under the respective plans.
 B. Composition
 1.
    
    Members. The Committee shall consist of as many members as the Board shall
determine, but in any event not fewer than three members. Members of the Committee
shall be appointed by the Board in accordance with the By-laws of the Corporation.
Committee members shall serve until the earliest of their resignation or their
replacement or removal by the Board in accordance with this Charter and the By-laws of
the Corporation.2.
    
    Qualifications. Each member of the Committee shall, in the judgment of the
Board, meet the following requirements (the Independence Requirements):
 §
    
    all independence requirements, under applicable law, for members of
compensation committees of companies listed for quotation on the NASDAQ Global
Market;§
    
    all applicable independence requirements of The NASDAQ Stock Market for
members of compensation committees of companies listed for quotation on the
NASDAQ Global Market; and§
    
    being free from any relationship that, in the opinion of the Board, would
interfere with the exercise of independent judgment as a member of the
Committee.




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In addition, each member shall, in the judgment of the Board, also
meet the following additional requirements (together with the Independence
Requirements, the Qualification Requirements):
 §
    
    being non-employee directors (within the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended); and§
    
    being outside directors (within the meaning of Section 162(m) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder)
(Section 162(m)).
 In the event that the Board determines that a member ceases to meet the
Qualification Requirements, the Board shall consider the removal and replacement of
such member; provided, however, that the Board may, if necessary or appropriate in
its judgment, appoint or retain Committee members in reliance on any available
exceptions to any of the Qualification Requirements for the time period such
exceptions are available. A failure by one or more Committee members to meet any of
the Qualification Requirements shall not invalidate decisions made, or actions
taken, by the Committee.3.
    
    Chairperson. A Chairperson of the Committee may be appointed by the Board or
the Committee.4.
    
    Removal and Replacement. The members of the Committee may be removed or
replaced, and any vacancies on the Committee shall be filled, by the Board in
accordance with the By-laws of the Corporation.
 C. Operations
 1.
    
    Meetings. The Committee shall determine the schedule and frequency of the
Committee meetings, provided that the Committee shall meet at least twice per year.
Minutes of these meetings shall be kept and filed with the Secretary of the
Corporation.2.
    
    Agenda; Reports. The Committee shall determine the agenda for its meetings.
The Committee may invite other Board members, members of management and others to
attend meetings and provide pertinent information and reports, as it deems necessary;
provided, however, that the Chief Executive Officer of the Corporation may not be
present during voting or deliberations with respect to his or her own compensation
arrangements. Nothing in this Charter shall be construed to restrict the reliance by
any member of the Committee, to the full extent permitted by law, on information,
opinions, reports or statements presented to the Committee by any of the Corporations
officers or employees, or other committees of the Board, or by any other person
selected with reasonable care by or on behalf of the Corporation or the Committee as to
matters the Committee member reasonably believes are within such other persons
professional or expert competence.3.
    
    Report to Board. The Committee shall report its actions and recommendations to
the Board at the next Board meeting after each Committee meeting or, if so determined
by the Committee, by distribution to the members of the Board of the minutes of a
meeting, a unanimous written consent or other relevant documents.
 Amended and Restated Compensation Committee Charter   Effective as of October 23, 2009
 Annex B  Page 2




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D. Authority and Responsibilities Delegated to the Committee
 1.
    
    The Committee shall review and approve compensation arrangements for the
Corporations Chief Executive Officer and other executive officers and shall have the
authority to make any determinations and take any actions it determines to be necessary
or appropriate in administering any such compensation arrangements.2.
    
    The Committee shall provide general oversight with respect to compensation
policies relating to the Corporations other officers and employees and make
recommendations to the Board for any changes to such policies that the Committee
determines to be necessary or appropriate.3.
    
    The Committee shall review and approve compensation arrangements for
non-employee directors in their capacity as directors and members of the standing
committees of the Board. The Committee shall review and approve compensation
arrangements for any non-employee directors who provide services to the Corporation
other than in their capacity as directors.4.
    
    The Committee shall evaluate the Chief Executive Officers performance in light
of the Corporations goals and objectives.5.
    
    The Committee shall assist the Board and the Nominating & Governance Committee
of the Board in overseeing the development of executive succession plans.6.
    
    The Committee shall administer the Corporations equity compensation plans and
such other compensation plans as the Board may determine (the Plans) in accordance
with their terms, shall construe all terms, provisions, conditions and limitations of
the Plans and shall make factual determinations required for the administration of the
Plans.7.
    
    The Committee shall have, to full extent permitted by applicable law, the
Certification of Incorporation of the Corporation, the By-laws of the Corporation and
the listing standards of The NASDAQ Stock Market applicable to the Corporation, all of
the power and authority of the Board with respect to the adoption and amendment of
Plans.8.
    
    The Committee shall review the Plans from time to time, as it deems
appropriate, and may recommend to the Board any changes in such Plans that the
Committee determines to be necessary or appropriate or, to the full extent permitted by
Paragraph 7 of this Section D, use the authority delegated to the Committee by the
Board to approve any such changes it determines to be necessary or appropriate.9.
    
    The Committee shall oversee the Corporations policies on structuring
compensation for executive officers to preserve tax deductibility and, as and when
required, establish and certify the attainment of performance goals pursuant to Section
162(m).10.
    
    The Committee shall assess the adequacy of this Charter and the procedures
developed by the Committee to implement this Charter on at least an annual basis and
shall submit any proposed amendments to this Charter that the Committee recommends be
made to the Board for its approval.
 Amended and Restated Compensation Committee Charter   Effective as of October 23, 2009
 Annex B  Page 3




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11.
    
    The Committee shall: (a) review and discuss with the Corporations management
the Compensation Discussion and Analysis (CD&A) to be included in the Corporations
annual proxy statement and Annual Report on Form 10-K (whether directly or by
incorporation by reference) and determine whether to recommend to the Board that the
CD&A be included in those filings with the Securities and Exchange Commission; and (b)
provide a Compensation Committee Report, for inclusion in those filings, that complies
with the rules and regulations applicable to those filings.
    Amended and Restated Compensation Committee Charter   Effective as of October 23, 2009
 Annex B  Page 4