**EXHIBIT 99.2**
**WebMD Corporation**
**Compensation Committee Charter**
**___________________**
***As Adopted on February 23, 2005***
**___________________**
***A.***  ***Purpose***
 1.  *General*. The Compensation Committee (the “Committee”) has been establishedby the Board of Directors (the “Board”) of WebMD Corporation (the “Corporation”) todetermine the compensation arrangements of the executive officers of the Corporation,to assist the Board in providing oversight of the compensation programs applicable toother employees of the Corporation and to provide assistance and recommendations tothe Board with respect to various other aspects of the Corporation’s compensationpolicies and practices and related matters.  2.  *Equity Compensation Plans*. The Committee has the authority under theCorporation’s existing equity compensation plans (and shall have the authority underany future equity compensation plans that so provide) to make awards in any formpermitted under the respective plans.
***B.***  ***Composition***
 1.  *Members*. The Committee shall consist of as many members as the Board shalldetermine, but in any event not fewer than three members. Members of the Committeeshall 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 theirreplacement or removal by the Board in accordance with this Charter and the By-laws ofthe Corporation.  2.  *Qualifications*. Each member of the Committee shall, in the judgment of theBoard, meet the following requirements (the “Independence Requirements”):
 •  all independence requirements, under applicable law, for members ofcompensation committees of companies listed for quotation on the NASDAQ NMS;
 

 

 •  all applicable independence requirements of The NASDAQ Stock Market formembers of compensation committees of companies listed for quotation on theNASDAQ NMS; and  •  being free from any relationship that, in the opinion of the Board, wouldinterfere with the exercise of independent judgment as a member of theCommittee.
    In addition, each member shall, in the judgment of the Board, also meet thefollowing additional requirements (together with the Independence Requirements, the“Qualification Requirements”):
 •  being “non-employee directors” (within the meaning of Rule 16b-3promulgated under the Securities Exchange Act of 1934, as amended); and  •  being “outside directors” (within the meaning of Section 162(m) of theInternal 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 theQualification Requirements, the Board shall consider the removal and replacement ofsuch member; provided, however, that the Board may, if necessary or appropriate inits judgment, appoint or retain Committee members in reliance on any availableexceptions to any of the Qualification Requirements for the time period suchexceptions are available. A failure by one or more Committee members to meet anyof the Qualification Requirements shall not invalidate decisions made, or actionstaken, by the Committee.
 3.  *Chairperson*. A Chairperson of the Committee may be appointed by the Board orthe Committee.  4.  *Removal and Replacement*. The members of the Committee may be removed orreplaced, and any vacancies on the Committee shall be filled, by the Board inaccordance with the By-laws of the Corporation.
***C.***  ***Operations***
 1.  *Meetings*. The Committee shall determine the schedule and frequency of theCommittee 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 theCorporation.  2.  *Agenda; Reports*. The Committee shall determine the agenda for its meetings.The Committee may invite other Board members, members of management and others toattend meetings and provide pertinent information and reports, as it deems necessary;provided, however, that the Chief
*Compensation Committee Charter — As Adopted on February 23, 2005 — Page 2*
 

 

    Executive Officer of the Corporation may not be present during voting ordeliberations with respect to his or her own compensation arrangements. Nothing inthis Charter shall be construed to restrict the reliance by any member of theCommittee, to the full extent permitted by law, on information, opinions, reportsor statements presented to the Committee by any of the Corporation’s officers oremployees, or other committees of the Board, or by any other person selected withreasonable care by or on behalf of the Corporation or the Committee as to mattersthe Committee member reasonably believes are within such other person’sprofessional or expert competence.  3.  *Report to Board*. The Committee shall report its actions and recommendationsto the Board at the next Board meeting after each Committee meeting or, if sodetermined by the Committee, by distribution to the members of the Board of theminutes of a meeting, a unanimous written consent or other relevant documents.
***D.***  ***Authority and Responsibilities Delegated to the Committee***
 1.  The Committee shall review and approve compensation arrangements for theCorporation’s Chief Executive Officer and other executive officers and shall have theauthority to make any determinations and take any actions it determines to benecessary or appropriate in administering any such compensation arrangements.  2.  The Committee shall provide general oversight with respect to compensationpolicies relating to the Corporation’s other officers and employees and makerecommendations to the Board for any changes to such policies that the Committeedetermines to be necessary or appropriate.  3.  The Committee shall review and approve compensation arrangements fornon-employee directors in their capacity as directors and members of the standingcommittees of the Board. The Committee shall review and approve compensationarrangements for any non-employee directors who provide services to the Corporationother than in their capacity as directors.  4.  The Committee shall evaluate the Chief Executive Officer’s performance inlight of the Corporation’s goals and objectives.  5.  The Committee shall assist the Board in overseeing the development ofexecutive succession plans.  6.  The Committee shall review the Corporation’s incentive compensation andequity compensation plans and recommend to the Board any changes in such plans thatthe Committee determines to be necessary or appropriate.  7.  The Committee shall administer the Corporation’s equity compensation plansand such other compensation plans as the Board may determine (the
*CompensationCommittee Charter — As Adopted on February 23, 2005 — Page 3*
 

 

    “Plans”) in accordance with their terms, shall construe all terms, provisions,conditions and limitations of the Plans and shall make factual determinationsrequired for the administration of the Plans.  8.  The Committee shall oversee the Company’s policies on structuringcompensation for executive officers to preserve tax deductibility and, as and whenrequired, establish and certify the attainment of performance goals pursuant toSection 162(m).  9.  The Committee shall assess the adequacy of this Charter and the proceduresdeveloped by the Committee to implement this Charter on at least an annual basis andshall submit any proposed amendments to this Charter that the Committee recommends bemade to the Board for its approval.  10.  The Chairperson of the Committee shall serve on the Governance & ComplianceCommittee of the Board and, through such service by the Chairperson, the Committeeshall coordinate with the Governance & Compliance Committee on matters relating to theCorporation’s compliance programs, senior executive recruitment and managementdevelopment, corporate governance and such other matters as the Committee maydetermine to be appropriate.  11.  The Committee shall produce a report on executive compensation as required tobe included in the Corporation’s annual proxy statement filed with the Securities andExchange Commission.
     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 inthis Charter or as may, from time to time, be delegated by the Board. The adoption of this Chartershall not be construed to reduce any power or authority previously delegated to the Committee bythe Board.
     The Committee shall, to the full extent permitted by applicable law and the listing standardsof The NASDAQ Stock Market applicable to the Corporation, have the power to delegate its authorityto subcommittees or individual members of the Committee as it deems appropriate. In addition, theCommittee shall have the power to delegate its authority to other members of the Board and tomembers of management as it deems appropriate, to the full extent permitted by applicable law andthe listing standards of The NASDAQ Stock Market applicable to the Corporation; provided, however,that in no event may it delegate its authority under Paragraphs 1, 3, 4, 6, 7 and 9 of this SectionD.
     The Committee shall have the power to retain consultants, accountants and other outsideadvisors to advise and assist it in any manner it deems appropriate. The Committee may also retainoutside legal counsel, as it deems appropriate. The Committee shall have the sole authority toretain and terminate such consultants, accountants, advisors and counsel and to review and approvetheir fees and other retention terms and shall have the authority to cause the payment of such feesby the Corporation.
*CompensationCommittee Charter — As Adopted on February 23, 2005 — Page 4*