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EXHIBIT 99.3 WebMD Corporation Amended and Restated Nominating Committee Charter ___________________ As Amended Through February 23, 2005 ___________________  A.
    Purpose  1.
    General. The Nominating Committee (the Committee) has been established by
the Board of Directors (the Board) of WebMD Corporation (the Corporation) to
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.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.2.
    Qualifications. Each member of the Committee shall, in the judgment of the
Board, meet the following requirements (the Independence Requirements):




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
    all independence requirements, under applicable law, for members of
nominating committees of companies listed for quotation on the NASDAQ NMS;
    all applicable independence requirements of The NASDAQ Stock Market for
members of nominating committees of companies listed for quotation on the
NASDAQ NMS; 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 once per year in
advance of the Boards nomination of directors for election at the Corporations
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. Amended and Restated Nominating Committee Charter As Adopted on February 23, 2005  Page 2




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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.  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 NMS, 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. Amended and Restated Nominating Committee Charter As Adopted on
February 23, 2005  Page 3




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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 directors, (b)
committee assignments for new directors and (c) the formation of additional Board
committees.7.
    The Chairperson of the Committee shall serve on the Governance & Compliance
Committee of the Board and, through such service by the Chairperson, the Committee
shall coordinate with the Governance & Compliance Committee on matters relating to the
Corporations corporate governance and such other matters as the Committee may
determine to be appropriate. The foregoing list is not intended to be exhaustive, and the Committee shall, in addition,
have such powers as may be necessary or appropriate in furtherance of the objectives set forth in
this Charter, including the objectives set forth in Section A.2 of this Charter with respect to
diversity, or as may, from time to time, be delegated by the Board. The adoption of this Amended
and Restated Charter shall not be construed to reduce any power or authority previously delegated
to the Committee by the Board. The Committee shall, to the full extent permitted by applicable law and the listing standards
of The NASDAQ Stock Market applicable to the Corporation, have the power to delegate its authority
to subcommittees or individual members of the Committee as it deems appropriate. The Committee shall have the power to retain search firms or other advisors to identify
director candidates. The Committee may also retain counsel or other advisors, as it deems
appropriate. The Committee shall have the sole authority to retain and terminate such search
firms, advisors or counsel and to review and approve their fees and other retention terms and shall
have the authority to cause the payment of such fees by the Corporation. Amended and Restated Nominating Committee Charter As Adopted on
February 23, 2005  Page 4