rrd216117_243936.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, TPjUaaBPJKDAomcwGP7u4h79R25ASMmD262RHX/MzewwAWLpdaWtpIao9wAOnITZ U8O+F/S+vuwHs2yJ5chSOw== 0001181431-09-022029.txt : 20090430 0001181431-09-022029.hdr.sgml : 20090430 20090430204418 ACCESSION NUMBER: 0001181431-09-022029 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090429 FILED AS OF DATE: 20090430 DATE AS OF CHANGE: 20090430 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FEDAK CHARLES Z CENTRAL INDEX KEY: 0001246680 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31719 FILM NUMBER: 09786308 MAIL ADDRESS: STREET 1: C/O MOLINA HEALTHCARE, INC. STREET 2: ONE GOLDEN SHORE DRIVE CITY: LONG BEACH STATE: CA ZIP: 90802 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: 200 OCEANGATE, SUITE 100 CITY: LONG BEACH STATE: CA ZIP: 90802 BUSINESS PHONE: 5624353666 MAIL ADDRESS: STREET 1: 200 OCEANGATE, SUITE 100 CITY: LONG BEACH STATE: CA ZIP: 90802 4 1 rrd241054.xml FORM 4 (FEDAK) X0303 4 2009-04-29 0 0001179929 MOLINA HEALTHCARE INC MOH 0001246680 FEDAK CHARLES Z 2277 FAIR OAKS BOULEVARD, SUITE 440 SACRAMENTO CA 95825 1 0 0 0 Common Stock 2009-04-29 4 A 0 5000 0 A 19000 D Stock Option (Right to Buy) 16.98 2013-01-01 Common Stock 9000 9000 D Stock Option (Right to Buy) 25.33 2014-02-10 Common Stock 4000 4000 D Grant of restricted stock under the issuer's 2002 Equity Incentive Plan in connection with the reporting person's services as director. The 5,000 newly granted shares vest in 1,250 share increments on each of June 30, 2009, September 30, 2009, December 31, 2009, and March 31, 2010. The remainder of the shares are vested. The options are fully vested. Jeff D. Barlow, by power of attorney for Charles Z. Fedak. 2009-04-30 EX-24. 2 rrd216117_243936.htm LIMITED POWER OF ATTORNEY rrd216117_243936.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 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 Form 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 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 28th day of April, 2005.



/s/ Charles Z. Fedak
Signature

Charles Z. Fedak
Printed Name


Exhibit 24

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