RULE 5.4
                    PROFESSIONAL INDEPENDENCE OF A LAWYER


  (a) A lawyer or law firm shall not share legal fees with a nonlawyer, except that:

     (1) an agreement by a lawyer with the lawyer's firm, partner, or
associate may provide for the payment of money, over a reasonable period of
time after the lawyer's death, to the lawyer's estate or to one or more
specified persons;

     (2) a lawyer who purchases the practice of a deceased, disabled, or
disappeared lawyer may, pursuant to the provisions of Rule 1.17, pay to the
estate or other representative of that lawyer the agreed-upon purchase price;

     (3) a lawyer or law firm may include nonlawyer employees in a
compensation or retirement plan, even though the plan is based in whole or
in part on a profit-sharing arrangement; and

     (4) [Reserved.]

     (5) a lawyer authorized to complete unfinished legal business of a
deceased lawyer may pay to the estate or other representative of the
deceased lawyer that proportion of the total compensation that fairly
represents the services rendered by the deceased lawyer.

  (b) A lawyer shall not form a partnership with a nonlawyer if any of the
activities of the partnership consist of the practice of law.

  (c) A lawyer shall not permit a person who recommends, employs, or pays
the lawyer to render legal services for another to direct or regulate the
lawyer's professional judgment in rendering such legal services.

  (d) A lawyer shall not practice with or in the form of a professional
corporation or association authorized to practice law for a profit, if:

     (1) a nonlawyer owns any interest therein, except that a fiduciary
representative of the estate of a lawyer may hold the stock or interest of
the lawyer for a reasonable time during administration;

     (2) a nonlawyer is a corporate director or officer (other than as
secretary or treasurer) thereof or occupies the position of similar
responsibility in any form of association other than a corporation; or

     (3) a nonlawyer has the right to direct or control the professional
judgment of a lawyer.

Comment

  [1] The provisions of this Rule express traditional limitations on
sharing fees. These limitations are to protect the lawyer's professional
independence of judgment. Where someone other than the client pays the
lawyer's fee or salary, or recommends employment of the lawyer, that
arrangement does not modify the lawyer's obligation to the client. As
stated in paragraph (c), such arrangements should not interfere with the
lawyer's professional judgment.

  [2] This Rule also expresses traditional limitations on permitting a
third party to direct or regulate the lawyer's professional judgment in
rendering legal services to another. See also Rule 1.8(f) (lawyer may
accept compensation from a third party as long as there is no interference
with the lawyer's independent professional judgment and the client gives informed consent).

Additional Washington Comment (3)

  [3] Paragraph (a)(5) was taken from former Washington RPC 5.4(a)(2).


[Amended effective September 1, 2006.]