rrd73073_82208.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IOC2hsyh1GmvBs5VA5pNQ4eg4vg1obtgmNjnhTbaTz2obX9cvU1dOaF1hoBAXvjv 3HPpxCNZEjMQLeGYQS5ABQ== 0001181431-05-039166.txt : 20050706 0001181431-05-039166.hdr.sgml : 20050706 20050706204531 ACCESSION NUMBER: 0001181431-05-039166 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050701 FILED AS OF DATE: 20050706 DATE AS OF CHANGE: 20050706 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MOLINA HEALTHCARE INC CENTRAL INDEX KEY: 0001179929 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] IRS NUMBER: 134204626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE GOLDEN SHORE DRIVE CITY: LONG BEACH STATE: CA ZIP: 90802 BUSINESS PHONE: 5624353666 MAIL ADDRESS: STREET 1: ONE GOLDEN SHORE DRIVE CITY: LONG BEACH STATE: CA ZIP: 90802 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHAPIRO SHEILA CENTRAL INDEX KEY: 0001314412 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31719 FILM NUMBER: 05942211 BUSINESS ADDRESS: BUSINESS PHONE: 916 646 9193 MAIL ADDRESS: STREET 1: 2277 FAIR OAKS BOULEVARD STREET 2: SUITE 440 CITY: SACRAMENTO STATE: CA ZIP: 95825 4 1 rrd85131.xml FORM 4 (SHAPIRO 7.6.05) X0202 4 2005-07-01 0 0001179929 MOLINA HEALTHCARE INC MOH 0001314412 SHAPIRO SHEILA 2277 FAIR OAKS BOULEVARD SUITE 440 SACRAMENTO CA 95825 0 1 0 0 Exec. VP, Admin Services Common Stock 12000 D Stock Options (Right to Buy) 44.29 2005-07-01 4 A 0 18000 0 A 2006-07-01 2015-07-01 Common Stock 18000 18000 D Restricted shares granted under the Molina Healthcare, Inc. 2002 Equity Incentive Plan, with one-third of the shares to vest on each of 12/6/2005, 12/6/2006, and 12/6/2007. Grant of options under the Molina Healthcare, Inc. 2002 Equity Incentive Plan, with one-third of the options to vest on each of 7/1/2006, 7/1/2007, and 7/1/2008. Sheila K. Shapiro, by Jeff D. Barlow, Attorney-in-Fact. 2005-07-06 EX-24.1 2 rrd73073_82208.htm LIMITED POWER OF ATTORNEY rrd73073_82208.html

     LIMITED POWER OF ATTORNEY FOR SECTION 16(a) FILINGS


Know all by these presents, that the undersigned hereby constitutes
and appoints Mark L. Andrews and Jeff D. Barlow, and each acting
singly, the undersigned's true and lawful attorney-in-fact to:

1)  execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of Molina
Healthcare, Inc. (the "Company"), Forms ID, 3, 4, and 5 and amendments
thereto in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder; and

2)  do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Forms ID, 3, 4, or 5 or amendment thereto and timely file
such form with the United States Securities and Exchange Commission
(the "SEC") and any stock exchange or similar authority.


The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange
Act of 1934.


This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms ID, 3, 4, and 5 with
respect to the undersigned's holdings of and transaction in securities
of the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.  This Power of
Attorney may be filed with the SEC as a confirming statement of the
authority granted herein.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 7th day of January, 2005.



/s/ Sheila Shapiro
Signature

Sheila Shapiro
Printed Name


Exhibit 24.1

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