Exhibit 99.2
 WebMD Health Corp.
 Amended and Restated Audit Committee Charter
 
 Effective as of October 23, 2009
 
 A. Purpose and Role
 1.
    
    General. The Audit Committee (the Committee) has been established by the
Board of Directors (the Board) of WebMD Health Corp. (the Corporation) to oversee:
 
    
    the accounting and financial reporting processes of the Corporation,§
    
    the audits of the Corporations financial statements, and§
    
    related matters, including administration of the Corporations Code of
Business Conduct;
 with such oversight responsibilities being delegated by the Board to the Committee
to the full extent contemplated by the requirements applicable to audit committees
of companies listed for quotation on The NASDAQ Global Market under applicable law
and under the listing standards of The NASDAQ Stock Market.2.
    
    Oversight Role. The Committees role is one of oversight, recognizing that the
Corporations management is responsible for preparing the Corporations financial
statements and that the Corporations registered public accounting firm is responsible
for auditing those financial statements. In carrying out its oversight
responsibilities, the Committee is not providing any expert or professional
certification as to the Corporations financial statements or the registered public
accounting firms work.3.
    
    Reporting Relationships; Retention Authority. The Corporations registered
public accounting firm shall report directly to the Committee and the Committee shall
have the sole authority to appoint and terminate the Corporations registered public
accounting firm and to approve the amount of their compensation and shall have the
authority to cause its payment by the Corporation. The Corporations internal audit
function shall also report directly to the Committee. The Committee shall have the sole
authority to appoint and terminate any outside parties retained by the Corporation to
provide internal audit services and to approve the amount of their compensation and
shall have the authority to cause its payment by the Corporation.




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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 audit
committees of companies listed for quotation on The NASDAQ Global Market;§
    
    all applicable independence requirements of The NASDAQ Stock Market for
members of audit 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 addition, the following additional requirements (together with the Independence
Requirements, the Qualification Requirements) shall also apply:
 
    
    each member of the Committee shall, in the judgment of the Board, meet the
basic financial literacy requirements, under applicable law, for members of
audit committees of companies listed for quotation on The NASDAQ Global Market;
    
    each member of the Committee shall, in the judgment of the Board, meet the
basic financial literacy requirements under applicable listing standards of the
NASDAQ Stock Market for members of audit committees of companies listed for
quotation on The NASDAQ Global Market;
    
    each member of the Committee must not have participated in the preparation
of the financial statements of the Corporation (or any subsidiary of the
Corporation) at any time during the three years prior to appointment as a
member of the Committee;
    
    at least one member of the Committee shall, in the judgment of the Board,
have previous employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable experience or
background which results in the individuals financial sophistication,
including being or having been a chief executive officer, chief financial
officer, or other senior officer with financial oversight responsibilities
(which member may be the one who is also an audit committee financial expert
under applicable rules promulgated by the Securities and Exchange Commission);
and
 Amended and Restated Audit Committee Charter   Effective as of October 23, 2009
 Annex A  Page 2




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
    
    at least one member of the Committee shall, in the judgment of the Board, be
an audit committee financial expert under the applicable rules promulgated by
the Securities and Exchange Commission.
 In the event that the Board determines that a member ceases to meet the
Qualification Requirements applicable to individual members, 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 (or of there to
be an audit committee financial expert or a Committee member meeting other
qualifications required of one or more Committee members) 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 four times 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 Committee members shall meet regularly: with appropriate
representatives of the Corporations registered public accounting firm without any
members of management present; with the Corporations head of internal audit without
any other members of management present; and with appropriate representatives of any
outside provider of co-sourced internal audit services without any members of
management present. 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 Audit Committee Charter   Effective as of October 23, 2009
 Annex A  Page 3




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D. Authority and Responsibilities Delegated to the Committee
 1.
    
    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.2.
    
    The Committee shall review and discuss with corporate management and the
Corporations registered public accounting firm:
 
    
    the unaudited quarterly financial results prior to the release of earnings
and/or the quarterly financial statements prior to filing or distribution;
    
    the audited financial results for the year and the proposed footnotes to the
financial statements prior to filing or distribution, including disclosures of
related party transactions;
    
    other financial information to be included in the Corporations SEC filings,
including in Managements Discussion and Analysis of Financial Condition and
Results of Operations section;
    
    the Report of Management on Internal Control Over Financial Reporting and
the registered public accounting firms attestation of the Report prior to
filing or distribution;
    
    all major accounting policy matters involved in the preparation of interim
and annual financial reports and any deviations from prior practice; and
    
    the application of significant accounting and auditing policies, including
new pronouncements, to the Corporations financial reports.
 3.
    
    In consultation with corporate management, the Corporations registered public
accounting firm and the internal auditors, the Committee shall review the Corporations
accounting procedures, internal controls, financial reporting processes and disclosure
controls and procedures, and shall take such action with respect to any of those
matters as the Committee may determine to be necessary or appropriate. The Committee
shall annually obtain and review a report from the Corporations registered public
accounting firm, which shall be delivered prior to and within 90 days of the filing of
the audit report with the SEC, which sets forth:
 
    
    all critical accounting policies and practices used by the Corporation,
    
    all alternative accounting treatments of financial information within GAAP
related to material items that have been discussed with management, including
the ramifications of the use of such alternative treatments and disclosures and
the treatment preferred by the accounting firm, and
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 Annex A  Page 4




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
    
    other material written communications between the Corporations registered
public accounting firm and management.
 4.
    
    The Committee shall oversee the work of the Corporations registered public
accounting firm and evaluate their performance at least annually and shall receive and
review:
 
    
    a report by the Corporations registered public accounting firm describing
the firms internal quality-control procedures and any material issues raised
by the most recent internal quality-control review, or peer review, of the
registered public accounting firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the firm, and any
steps taken to deal with any such issues; and
    
    any other required reports from the registered public accounting firm.
 5.
    
    At least annually, the Committee shall consider the independence of the
registered public accounting firm, including whether the provision by the firm of
permitted non-audit services is compatible with independence, and obtain and review a
report from, and discuss with, the registered public accounting firm describing all
relationships between the auditor and the Corporation.6.
    
    The Committee shall pre-approve, to the extent required by applicable law, all
audit engagements and any permitted non-audit engagements and the related fees and
terms with the Corporations registered public accounting firm. The Committee may
establish policies and procedures for the engagement of the Corporations registered
public accounting firm to provide permitted non-audit services. The Committee shall
review with management and the registered public accounting firm, at a time when the
annual audit plan is being developed, the plans timing, scope, staffing, locations,
foreseeable issues, priorities and procedures, and the engagement team.7.
    
    The Committee shall review with the Corporations registered public accounting
firm, on completion of the annual audit, their experience, any restrictions on their
work, cooperation received, significant disagreements with corporate management, their
findings and their recommendations. The Committee shall oversee the resolution of any
disagreements between corporate management and the registered public accounting firm.
The Committee shall discuss with the registered public accounting firm those matters
required to be communicated to audit committees by the registered public accounting
firm in accordance with law and with professional standards applicable to the
registered public accounting firm.8.
    
    The Committee shall recommend to the Board, based on the reviews performed by
the Committee, whether the annual financial statements should be included in the Annual
Report on Form 10-K.9.
    
    The Committee shall oversee the Corporations internal auditing program, shall
receive regular reports from the Corporations internal auditors regarding the results
of their procedures and shall receive corporate managements response and follow-up to
those reports. The Committee shall evaluate the Corporations internal auditors,
including any outside parties retained by the Corporation to provide internal audit
services.
 Amended and Restated Audit Committee Charter   Effective as of October 23, 2009
 Annex A  Page 5




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10.
    
    The Committee shall review the Corporations policies with respect to risk
assessment and risk management, and review contingent liabilities and risks that may be
material to the Corporation and major legislative and regulatory developments which
could materially impact the Corporations contingent liabilities and risks.11.
    
    The Committee shall review and monitor any programs or procedures that the
Corporation has instituted to correct any control deficiencies noted by the
Corporations registered public accounting firm or the internal auditors in their
reviews.12.
    
    The Committee shall oversee and confirm the rotation, in accordance with
applicable law, of the lead audit partner of the Corporations registered public
accounting firm.13.
    
    The Committee shall establish policies with respect to hiring by the
Corporation of current or former employees of the Corporations registered public
accounting firm.14.
    
    The Committee shall administer the Corporations Code of Business Conduct in
accordance with its terms, shall construe all terms, provisions, conditions and
limitations of the Code and shall make factual determinations required for the
administration of the Code and, in connection with such administration shall:
 
    
    establish procedures for (a) the receipt, retention and treatment of
complaints received by the Corporation regarding accounting, internal
accounting controls, or auditing matters and (b) the confidential, anonymous
submission by employees of the Corporation of concerns regarding questionable
accounting or auditing matters; and
    
    review with management proposed related party transactions (as such term is
used in Item 404 of SEC Regulation S-K) and approve any such transactions the
Committee determines to be appropriate for the Corporation to enter into.
 The Committee shall coordinate with the Nominating & Governance Committee on matters
relating to the Corporations compliance programs, implementation of the Code of
Business Conduct, corporate governance and such other matters as the Committee may
determine to be appropriate.15.
    
    The Committee shall annually prepare a report to stockholders as required to be
included in the Corporations annual proxy statement filed with the Securities and
Exchange Commission.
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 Annex A  Page 6




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Amended and Restated Audit Committee Charter   Effective as of October 23, 2009
 Annex A  Page 7