With respect to the fiscal year ended December 31, 2012, the Compensation Committee of the Board of Directors of WebMD Health Corp. (the "Compensation Committee") has approved, at a meeting held on February 28, 2013, the following annual bonuses and Supplemental Bonus Plan Awards for the persons listed below (each of whom is an executive officer of WebMD, other than Kevin Cameron, an employee of WebMD who also serves as a member of its Board of Directors):

                                                                           Supplemental Bonus
      Name                         Title                     Bonus             Plan Award
Cavan Redmond         Chief Executive Officer                $76,200                  $304,800

William Pence         Executive Vice President, Chief
                      Operating Officer and Chief
                      Technology Officer                     $55,250                  $221,000

Martin Wygod          Chairman of the Board                  $98,000                  $392,000

Anthony Vuolo         Executive Vice President and
                      Chief Financial Officer                $90,000                  $360,000

Steven Zatz, M.D.     Executive Vice President,
                      Professional Services                  $55,250                  $221,000

Kevin Cameron         Special Advisor to the Chairman        $55,000                  $165,000

The amounts in the column labeled "Bonus" will be paid to the listed executives in cash in March 2013. The amounts in the column labeled "Supplemental Bonus Plan Award" will be contributed to a trust in March 2013. In March 2014, the trust will distribute to the respective executives the contributions made to it by WebMD on their behalf, together with actual net interest earned on the contributed amounts; provided, however, that in order to receive such payment, the individual must continue to be employed by WebMD on March 1, 2014, unless their separation from employment occurs as a result of death or disability or, in certain cases, if they are terminated without cause or resign for good reason following a change in control of WebMD. The above amounts were determined by the Compensation Committee, in its discretion. In determining the bonus for Mr. Redmond, the Compensation Committee took into consideration that he joined WebMD, as Chief Executive Officer, in the middle of the year. The Compensation Committee also approved, in its discretion, an additional bonus of $250,000 for Mr. Vuolo, payable in March 2013, in recognition of his service as Interim Chief Executive Officer of WebMD during the first half of 2012.

* * * *

On February 28, 2013, the Compensation Committee approved amendments to the employment agreements of William Pence and Steven Zatz, M.D. (the "Amendments"). The Amendments provide for a target bonus amount of $600,000 (the "Target Amount") for fiscal year 2013 (generally payable in March 2014) for each of them, with the following terms: 50% of the Target Amount may be earned based on the extent that certain company-wide financial targets are met (the "Corporate Goals"); and 50% of the Target

• following a termination without cause or resignation for good reason, the executive would be entitled to the following:

- payment of base salary for a 12 month period and payment of certain amounts in respect of COBRA premiums for up to a 12 month period; and

- for 2014 and later years, if the date of termination of employment is on or after July 1 and before bonuses for that year are paid, the executive would be paid the bonus that he would have received for that year, with payment generally to be made at the time bonuses for that year are paid to other executives; and

• if the termination without cause or resignation for good reason occurs following a change in control of WebMD, the executive would also be entitled to the following:

- if termination of his employment occurs prior to payment of bonuses for 2013, the bonus amount for 2013 shall be the greater of $300,000 and the portion of such bonus achieved through the date of termination;

- the unvested portion, if any, of the Restricted Stock granted to the executive officer on March 1, 2013 (as described above) would vest upon the termination of his employment; and

- each outstanding option grant made to Mr. Pence and each outstanding option grant made to Dr. Zatz after July 23, 2011 would continue to vest as scheduled until the next vesting date of such grant following the termination of his employment.

Post-employment payments and benefits that may be due to the executive are subject to his compliance with the restrictive covenants applicable to him under his employment agreement with WebMD.