EX-10.1



 Exhibit 10.1 
 CONFORMED COPY 
 AMENDMENT NUMBER ONE TO DIRECTOR APPOINTMENT AGREEMENT

 AMENDMENT NUMBER ONE (this “Amendment”), dated as of May 7, 2013, to that certain Director
Appointment Agreement, dated as of June 8, 2012 (the “Agreement”), by and among the persons and entities listed on Schedule A thereto (collectively, the “Icahn Group”, and individually a
“member” of the Icahn Group) and WebMD Health Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement. 

WHEREAS, the Icahn Group and the Company entered into the Agreement pursuant to which, among other things, (i) the Company agreed to
increase the size of the Board from eleven to twelve directors and to appoint the Icahn Suggested Nominee as a Class II director on the Board (with a term expiring at the 2013 annual meeting of stockholders), and (ii) the Icahn Group agreed to
be bound by certain restrictions for the duration of the Standstill Period, in each case upon the terms and subject to the conditions set forth therein; and 
 WHEREAS, the parties hereto desire to amend the Agreement as set forth in this Amendment in accordance with Section 10 thereof. 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Amendment hereby agree as follows: 
 Section 1. Amendment
to Section 1. 
 (a) Subsection (a) is hereby deleted in its entirety and replaced with the following: 

“effective on or prior to 2013 annual meeting of stockholders, to appoint David Schechter, who is currently on the Board, or his
Replacement (as hereinafter defined) (the “Icahn Suggested Nominee”) as a Class III director on the board of directors of the Company (the “Board”) with a term expiring at the 2014 annual meeting of
stockholders;”. 
 (b) Subsection (c) is hereby amended by: (i) deleting the words “once on the Board”
appearing in the first line therein and (ii) deleting the phrase “2013 annual meeting” in each place it appears therein and replacing it in each such place with “2014 annual meeting”. 

Section 2. Amendment to Section 2. 

(a) Subsection (a) is hereby amended by (i) deleting the phrase “2013 Annual Meeting” and
replacing it with “2014 annual meeting of stockholders” as it appears in the fourth line therein, and (ii) deleting the phrase “2013 annual meeting” and replacing it with “2014 annual meeting” in the seventh and
10th line therein. 







 (b) Subsection (a)(v) is hereby amended by deleting the phrase” “2012 Annual
Meeting” and replacing it with “2013 annual meeting of stockholders”. 
 (c) Subsection (d) is hereby
amended by (i) deleting the phrase “2013 annual meeting” in the first place it appears therein and replacing it in such place with “2014 annual meeting”, and (ii) inserting “or 2014 annual meeting of
stockholders” directly following the phrase “2013 annual meeting of stockholders” in the second place it appears therein. 
 (d) Section 2 is hereby amended to insert the following as a new subsection (e): 
 “So long as the Company is not in breach of any of its obligations set forth in this Agreement (which breach has not been cured within two (2) days’ written notice from the Icahn Group),
during the Standstill Period, each member of the Icahn Group shall (1) cause, in the case of all Voting Securities owned of record, and (2) instruct the record owner, in the case of all shares of Voting Securities beneficially owned but
not owned of record, directly or indirectly, by it, or by any Icahn Affiliate, as of the record date for the 2013 annual meeting of stockholders, in each case that are entitled to vote at the 2013 annual meeting of stockholders, to be present for
quorum purposes and to be voted, at the 2013 annual meeting of stockholders or at any adjournments or postponements thereof, for any individuals nominated by the Board for election at the 2013 annual meeting of stockholders who are members of the
Board on the date hereof.” 
 Section 3. Counterparts. This Amendment may be executed in two or more
counterparts which together shall constitute a single agreement. 
 Section 4. Full Force and Effect. Except as
amended hereby, the Agreement shall remain in full force and effect. 
 IN WITNESS WHEREOF, each of the parties hereto has
executed this Amendment, or caused the same to be executed by its duly authorized representative as of the date first above written. 
  

			
	WEBMD HEALTH CORP.
		
	By:	 	             /s/ Lewis H.
Leicher

		 	Name: Lewis H. Leicher
		 	Title:   Senior Vice President



  
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		 	ICAHN PARTNERS MASTER FUND LP
		 	ICAHN PARTNERS MASTER FUND II LP
		 	ICAHN PARTNERS MASTER FUND III LP
		 	ICAHN OFFSHORE LP
		 	ICAHN PARTNERS LP
		 	ICAHN ONSHORE LP
		 	BECKTON CORP.
		 	HOPPER INVESTMENTS LLC
		 		  	By:	  	Barberry Corp., its sole member
		
		 	BARBERRY CORP.
		 	HIGH RIVER LIMITED PARTNERSHIP
		 		  	By:	  	Hopper Investments LLC, general partner
		 		  	By:	  	Barberry Corp., its sole member
				
		 		  	By:	  	 /s/ Keith Cozza

		 		  	Name:	  	Keith Cozza
		 		  	Title:	  	Authorized Signatory
		
		 	ICAHN CAPITAL LP
		 		  	By:	  	IPH GP LLC, its general partner
		 		  	By:	  	Icahn Enterprises Holdings L.P., its sole member
		 		  	By:	  	Icahn Enterprises G.P. Inc., its general partner
		
		 	IPH GP LLC
		 		  	By:	  	Icahn Enterprises Holdings L.P., its sole member
		 		  	By:	  	Icahn Enterprises G.P. Inc., its general partner
		
		 	ICAHN ENTERPRISES HOLDINGS L.P.
		 		  	By:	  	Icahn Enterprises G.P. Inc., its general partner
		
		 	ICAHN ENTERPRISES G.P. INC.
			
		 	By:	  	 /s/ Sung Hwan Cho

		 		  	Name: Sung Hwan Cho
		 		  	Title: Chief Financial Officer
			
		 		  	 /s/ Carl C. Icahn

		 		  	Carl C. Icahn
			
		 		  	 /s/ Brett Icahn

		 		  	Brett Icahn
			
		 		  	 /s/ David Schechter

		 		  	David Schechter


  
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 SCHEDULE A 

 
  
 Barberry Corp. 
 Beckton Corp. 
 Icahn Capital LP 
 Icahn Enterprises Holdings L.P. 

Icahn Enterprises G.P. Inc. 
 Icahn Offshore LP

 Icahn Onshore LP 
 Icahn Partners LP

 Icahn Partners Master Fund LP 
 Icahn
Partners Master Fund II LP 
 Icahn Partners Master Fund III LP 
 IPH GP LLC 
 High River Limited Partnership 

Hopper Investments LLC 
 Carl C. Icahn

 Brett Icahn 
 David Schechter (and
any Replacement thereof)