Exhibit 99.4
 WebMD Health Corp.
 Nominating & Governance Committee Charter
 
 Effective as of October 23, 2009
 
 A. Purpose
 1.
    
    General. The Nominating & Governance Committee (the Committee) has been
established by the Board of Directors (the Board) of WebMD Health Corp. (the
Corporation) by combining the responsibilities of the Boards Nominating Committee
and its Governance & Compliance Committee. The Committee shall:
 
    
    assist the Board by actively identifying individuals qualified to become
Board members and making recommendations to the Board regarding (a) the
persons to be nominated by the Board for election as director at each
annual meeting of stockholders, (b) appointments of directors to fill
vacancies occurring between annual meetings and (c) appointments of
directors to fill newly created directorships, if any, created by expansion
of the size of the Board between annual meetings;
    
    to evaluate and make recommendations to the Board regarding matters
relating to the governance of the Corporation;
    
    to assist the Board in coordinating the activities of the Boards other
standing committees, including with respect to the Corporations compliance
programs; and to provide additional oversight of those compliance programs.
 2.
    
    Diversity. The Board believes that diversity is a critical attribute of a
well-functioning board. It is the responsibility of the Nominating Committee to seek
qualified candidates to fill vacancies on the Board that contribute distinctive and
useful perspectives to governance that best serves the interests of the Company and its
stockholders. The Committee shall advise the Board on matters of diversity, including
gender, race, culture, thought and geography, and recommend, as necessary, procedures
for achieving diversity of viewpoint, background, skills, types of experience, and
areas of expertise on the Board.
 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.




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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
nominating committees of companies listed for quotation on the NASDAQ Global
Market;§
    
    all applicable independence requirements of The NASDAQ Stock Market for
members of nominating 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.
 In the event that the Board determines that a member ceases to meet the Independence
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 Independence Requirements for the time period such exceptions are available.
A failure by one or more Committee members to meet any of the Independence
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, one
of which shall be in advance of the Boards nomination of directors for election at the
Corporations annual meeting and consideration of other matters relating to the annual
meeting. 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.
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.
 Nominating & Governance Committee Charter   Effective as of October 23, 2009
 Annex C  Page 2




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D. Authority and Responsibilities Delegated to the Committee
 1.
    
    The Committee shall establish and review with the Board the qualifications and
characteristics that it determines should be sought with respect to individual Board
members and the Board as a whole and shall review with the Board any changes thereto
that it may, from time to time, determine to be appropriate. These qualifications and
characteristics shall be designed to assist the Board in meeting the objectives set
forth in Section A.2 of this Charter with respect to diversity.2.
    
    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. This assessment shall include a review of
procedures developed to assist the Board in meeting the objectives set forth in Section
A.2 of this Charter with respect to diversity.3.
    
    In order to assist the Board in meeting the objectives set forth in Section A.2
of this Charter with respect to diversity, the Committee shall develop director search
processes that identify qualified Board candidates both in the corporate environment as
well as other enterprises, such as government, academia, private enterprise, complex
non-profit organizations, and professions that serve them, such as accounting, human
resources, and legal services. The search process will be designed so that candidates
are not systematically eliminated from the search process due solely to background or
organizational affiliation and so that each director search affirmatively seeks to
include candidates with diverse backgrounds and skills.4.
    
    The Committee shall, in accordance with (a) the policies and principles set
forth in this Charter and (b) the relevant requirements of applicable law and
requirements applicable to companies listed for quotation on the NASDAQ Global Market,
identify and recommend to the Board
 i.
    
    the persons to be nominated by the Board for
election as director at each annual meeting of stockholders,ii.
    
    persons to be appointed as directors to fill
vacancies occurring between annual meetings, andiii.
    
    persons to be appointed as directors to fill newly
created directorships, if any, created by expansion of the size of the
Board between annual meetings.
 5.
    
    The Committee shall review candidates for the Board recommended by stockholders
pursuant to policies and procedures established by the Committee from time to time.6.
    
    The Committee shall consider whether to recommend to the Board increases or
decreases in the size of the Board. The Committee shall consider whether to recommend
to the Board (a) changes in the Board committee assignments of existing
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 Annex C  Page 3




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directors, (b) committee assignments for new directors and (c) the formation of additional
Board committees.7.
    
    The Committee shall evaluate and make recommendations to the Board regarding
(a) the governance of the Corporation; (b) Board procedures; and (c) related matters.
Recommendations may include possible changes to the Corporations Certificate of
Incorporation, By-laws, Board committee charters and other relevant constitutive
documents, policy statements or similar materials.8.
    
    The Committee shall evaluate and make recommendations to the Board regarding
any proposals for which a stockholder has provided required notice that such
stockholder intends to make at the Annual Meeting of Stockholders, including
recommendations regarding the Boards response and regarding whether to include such
proposal in the Corporations proxy statement.9.
    
    The Committee may, if it deems it appropriate to do so, develop and present to
the Board for its adoption a set of Corporate Governance Guidelines, which shall set
forth guidelines in areas such as the function and operations of the Board and its
committees.10.
    
    The Committee shall assess the adequacy of 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.11.
    
    The Committee shall, to the full extent permitted by applicable law and the
listing standards of The NASDAQ Stock Market applicable to the Corporation, be
responsible for making any required determinations regarding the independence of the
members of the Board.12.
    
    The Committee shall assist the Board in coordinating the activities of the
Boards other standing committees, including with respect to the Corporations
compliance programs, and shall provide additional oversight of those compliance
programs and related matters.13.
    
    The Committee shall provide oversight with respect to matters relating to
recruitment of senior executives of the Corporation and development of management
talent.
    Nominating & Governance Committee Charter   Effective as of October 23, 2009
 Annex
C  Page 4