**Exhibit 99.2**
**WebMD Corporation**
**Compensation Committee Charter**
***As Adopted on February 27, 2004***
***A.  Purpose***
1. *General*. The Compensation Committee (the “Committee”) hasbeen established by the Board of Directors (the “Board”) of WebMDCorporation (the “Corporation”) to determine the compensationarrangements of the executive officers of the Corporation, to assistthe Board in providing oversight of the compensation programsapplicable to other employees of the Corporation and to provideassistance and recommendations to the Board with respect to variousother aspects of the Corporation’s compensation policies andpractices and related matters. 2. *Equity Compensation Plans*. The Committee has the authorityunder the Corporation’s existing equity compensation plans (andshall have the authority under any future equity compensation plansthat so provide) to make awards in any form permitted under therespective plans.
***B.  Composition***
1. *Members*. The Committee shall consist of as many members asthe Board shall determine, but in any event not fewer than threemembers. Members of the Committee shall be appointed by the Boardin accordance with the By-laws of the Corporation. Committeemembers shall serve until the earliest of their resignation or theirreplacement or removal by the Board in accordance with this Charterand the By-laws of the Corporation. 2. *Qualifications*. Each member of the Committee shall, in thejudgment of the Board, meet the following requirements (the“Independence Requirements”):
 • all independence requirements, under applicablelaw, for members of compensation committees of companieslisted for quotation on the NASDAQ NMS;
 

 

 • all applicable independence requirements of TheNASDAQ Stock Market for members of compensation committees ofcompanies listed for quotation on the NASDAQ NMS; and  • being free from any relationship that, in theopinion of the Board, would interfere with the exercise ofindependent judgment as a member of the Committee.
  In addition, each member shall, in the judgment of the Board, alsomeet the following additional requirements (together with theIndependence Requirements, the “Qualification Requirements”):
 • being “non-employee directors” (within themeaning of Rule 16b-3 promulgated under the SecuritiesExchange Act of 1934, as amended); and  • being “outside directors” (within the meaning ofSection 162(m) of the Internal Revenue Code of 1986, asamended, and the regulations thereunder) (“Section 162(m)”).
  In the event that the Board determines that a member ceases to meetthe Qualification Requirements, the Board shall consider theremoval and replacement of such member; provided, however, that theBoard may, if necessary or appropriate in its judgment, appoint orretain Committee members in reliance on any available exceptions toany of the Qualification Requirements for the time period suchexceptions are available. A failure by one or more Committeemembers to meet any of the Qualification Requirements shall notinvalidate decisions made, or actions taken, by the Committee. 3. *Chair*. A Chair of the Committee may be appointed by theBoard or the Committee. 4. *Removal and Replacement*. The members of the Committee may beremoved or replaced, and any vacancies on the Committee shall befilled, by the Board in accordance with the By-laws of theCorporation.
***C.***   ***Operations***
1. *Meetings*. The Committee shall determine the schedule andfrequency of the Committee meetings, provided that the Committeeshall meet at least twice per year. Minutes of these meetings shallbe kept and filed with the Secretary of the Corporation. 2. *Agenda; Reports*. The Committee shall determine the agendafor its meetings. The Committee may invite other Board members,members of management and others to attend meetings and providepertinent information and reports, as it deems necessary; provided,however, that the Chief
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  Executive Officer of the Corporation may not be present duringvoting or deliberations with respect to his or her own compensationarrangements. Nothing in this Charter shall be construed torestrict the reliance by any member of the Committee, to the fullextent permitted by law, on information, opinions, reports orstatements presented to the Committee by any of the Corporation’sofficers or employees, or other committees of the Board, or by anyother person selected with reasonable care by or on behalf of theCorporation or the Committee as to matters the Committee memberreasonably believes are within such other person’s professional orexpert competence. 3. *Report to Board*. The Committee shall report its actions andrecommendations to the Board at the next Board meeting after eachCommittee meeting or, if so determined by the Committee, bydistribution to the members of the Board of the minutes of ameeting, a unanimous written consent or other relevant documents.
***D.  Authority and Responsibilities Delegated to the Committee***
1. The Committee shall review and approve compensationarrangements for the Corporation’s Chief Executive Officer and otherexecutive officers and shall have the authority to make anydeterminations and take any actions it determines to be necessary orappropriate in administering any such compensation arrangements. 2. The Committee shall provide general oversight with respect tocompensation policies relating to the Corporation’s other officersand employees and make recommendations to the Board for any changesto such policies that the Committee determines to be necessary orappropriate. 3. The Committee shall review and approve compensationarrangements for non-employee directors in their capacity asdirectors and members of the standing committees of the Board. TheCommittee shall review and approve compensation arrangements for anynon-employee directors who provide services to the Corporation otherthan in their capacity as directors. 4. The Committee shall evaluate the Chief Executive Officer’sperformance in light of the Corporation’s goals and objectives. 5. The Committee shall assist the Board in overseeing thedevelopment of executive succession plans. 6. The Committee shall review the Corporation’s incentivecompensation and equity compensation plans and recommend to theBoard any changes in such plans that the Committee determines to benecessary or appropriate. 7. The Committee shall administer the Corporation’s equitycompensation plans and such other compensation plans as the Boardmay determine (the
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  “Plans”) in accordance with their terms, shall construe all terms,provisions, conditions and limitations of the Plans and shall makefactual determinations required for the administration of thePlans. 8. The Committee shall oversee the Company’s policies onstructuring compensation for executive officers to preserve taxdeductibility and, as and when required, establish and certify theattainment of performance goals pursuant to Section 162(m). 9. The Committee shall assess the adequacy of this Charter andthe procedures developed by the Committee to implement this Charteron at least an annual basis and shall submit any proposed amendmentsto this Charter that the Committee recommends be made to the Boardfor its approval. 10. The Committee shall produce a report on executivecompensation as required to be included in the Corporation’s annualproxy statement filed with the Securities and Exchange Commission.
     The foregoing list is not intended to be exhaustive, and the Committeeshall, in addition, have such powers as may be necessary or appropriate infurtherance of the objectives set forth in this Charter or as may, from time totime, be delegated by the Board. The adoption of this Charter shall not beconstrued to reduce any power or authority previously delegated to theCommittee by the Board.
     The Committee shall, to the full extent permitted by applicable law andthe listing standards of The NASDAQ Stock Market applicable to the Corporation,have the power to delegate its authority to subcommittees or individual membersof the Committee as it deems appropriate. In addition, the Committee shallhave 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 byapplicable law and the listing standards of The NASDAQ Stock Market applicableto the Corporation; provided, however, that in no event may it delegate itsauthority under Paragraphs 1, 3, 4, 6, 7 and 9 of this Section D.
     The Committee shall have the power to retain consultants, accountants andother outside advisors to advise and assist it in any manner it deemsappropriate. The Committee may also retain outside legal counsel, as it deemsappropriate. The Committee shall have the sole authority to retain andterminate such consultants, accountants, advisors and counsel and to review andapprove their fees and other retention terms and shall have the authority tocause the payment of such fees by the Corporation.
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