Edgar Filing: WESTERN ASSET PREMIER BOND FUND

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

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WESTERN ASSET PREMIER BOND FUND
-------------------------------
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WESTERN ASSET PREMIER BOND FUND
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 9, 2006
------------------------

To the Shareholders of
WESTERN ASSET PREMIER BOND FUND

The Annual Meeting of Shareholders of Western Asset Premier Bond Fund (the
"Fund") will be held in the Board Room, Fifth Floor, 385 E. Colorado Boulevard,
Pasadena, California, on Tuesday, May 9, 2006 at 8:00 a.m., Pacific time, for
the following purposes:

(1) Electing six Trustees to the Board of Trustees of the Fund; and

(2) Transacting such other business as may properly come before the
Annual Meeting and any adjournment thereof.

The Board of Trustees has fixed the close of business on March 17, 2006 as
the record date for the determination of shareholders entitled to receive notice
of and to vote at the Annual Meeting and any adjournment thereof.

By Order of the Board of Trustees

Lisa G. Mrozek, Secretary

Pasadena, California
March 31, 2006

SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE
URGED TO DATE, FILL IN, SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

WESTERN ASSET PREMIER BOND FUND
385 EAST COLORADO BOULEVARD
PASADENA, CALIFORNIA 91101
------------------------

PROXY STATEMENT

The accompanying proxy is solicited by the Board of Trustees of the Fund
for use at the annual meeting of shareholders of the Fund to be held on May 9,
2006 at 8:00 a.m., Pacific time (the "Annual Meeting"), and at any adjournment
thereof. At the Annual Meeting, shareholders of the Fund will be asked to
consider the election of six Trustees to the Board of Trustees of the Fund. This
Proxy Statement and the form of proxy were first mailed to shareholders on or
about April 5, 2006.

The Board of Trustees has fixed the close of business on March 17, 2006 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting and any adjournment thereof. As of the close of
business on March 17, 2006, the Fund had issued and outstanding 11,454,996
common shares of beneficial interest, no par value ("Common Shares"), and 2,880
preferred shares of beneficial interest, no par value ("Preferred Shares" and,
together with the Common Shares, the "Shares"). The Common Shares and Preferred
Shares are the only classes of shares currently authorized by the Fund. As of
the close of business on March 17, 2006, no person owned of record, or, to the
Fund's knowledge, beneficially, more than five percent (5%) of the outstanding
Shares of either class, except that Cede & Co., as nominee for participants in
The Depository Trust Company, held of record 11,429,026 Common Shares
(representing approximately 99.7% of the outstanding Common Shares) and all
2,880 outstanding Preferred Shares. Cede & Co.'s address is 55 Water Street,
25th Floor, New York, New York 10041-0001.

Shareholders of the Fund as of the close of business on March 17, 2006 will
be entitled to one vote for each Share held, and a fractional vote with respect
to fractional Shares, on each matter to which they are entitled to vote, with no
cumulative voting rights.

Holders of the Common Shares ("Common Shareholders") and holders of the
Preferred Shares ("Preferred Shareholders") will vote as a single class on the
election of four of the Trustees. Pursuant to the Fund's Bylaws and the
Investment Company Act of 1940, as amended (the "1940 Act"), Preferred
Shareholders, voting as a single class, have the right to elect two Trustees of
the Fund. These Trustees are currently William E. B. Siart and Jaynie Miller
Studenmund, each of whom will stand for re-election at the Annual Meeting. The
Common Shareholders do not have the right to vote with respect to the election
of Mr. Siart and Ms. Studenmund.

Thirty percent (30%) of the total Shares of the Fund entitled to vote at
the Annual Meeting must be represented in person or by proxy to constitute a
quorum for the election of the nominees other than Mr. Siart and Ms. Studenmund.
Thirty percent (30%) of the Preferred Shares entitled to vote at the Annual
Meeting must be represented in person or by proxy to constitute a quorum for the
election of Mr. Siart and Ms. Studenmund as Trustees. Each shareholder has the
right to revoke his or her proxy at any time before it is voted. A proxy may be
revoked by filing with the Secretary of the Fund a written revocation or a
properly executed proxy bearing a later date or by voting in person at the
Annual Meeting. Any shareholder may attend the Annual Meeting, whether or not he
or she has previously given a proxy.

Except with respect to Mr. Siart and Ms. Studenmund, the Trustees of the
Fund will be elected by a plurality vote of the Shares voted on the election of
Trustees at the Annual Meeting, in person or by proxy. Election of Mr. Siart and
Ms. Studenmund to the Board of Trustees of the Fund requires the affirmative
vote of a plurality of the Preferred Shares (voting as a separate class)
entitled to vote on the election of Trustees and present in person or
represented by proxy at the Annual Meeting.

The solicitation of proxies for the Annual Meeting will be made primarily
by mail. However, if necessary to ensure satisfactory representation at the
Annual Meeting, additional solicitation may take place in writing or by
telephone or personal interview by officers of the Fund (or their designees),
who will not receive compensation from the Fund for such services. As the date
of the meeting approaches, if we have not received your proxies, you may receive
a telephone call from our proxy solicitor, Computershare Fund Services, Inc.
("CFS"), which has been retained to assist shareholders in the voting process.
For these services, the Fund will pay CFS a fee that is not expected to exceed
$2,000. However, the exact cost will depend on the amount and types of services
rendered. The Fund will reimburse brokers and other nominees, in accordance with
New York Stock Exchange approved reimbursement rates, for their expenses in
forwarding solicitation material to the beneficial owners of shares of the Fund.
All expenses incurred in connection with the solicitation of proxies, including
the services of CFS, will be borne by the Fund.

Abstentions and "broker non-votes" (i.e., shares held by brokers or
nominees as to which (i) instructions have not been received from the beneficial
owners or the persons entitled to vote and (ii) the broker or nominee does not
have discretionary voting power on a particular matter) will be counted as
shares present for purposes of determining whether a quorum is present, but will
not be counted as having been voted on the matter in question. Assuming that a
quorum would otherwise be present, abstentions and broker non-votes will
accordingly have no effect for the purpose of determining whether a Trustee has
been elected.

James W. Hirschmann III, Lisa G. Mrozek and Ilene S. Harker, the persons
named as proxies on the proxy card accompanying this Proxy Statement, were
selected by the Board of Trustees to serve in such capacity. Mr. Hirschmann and
Mses. Mrozek and Harker are each officers of the Fund. Each executed and

returned proxy will be voted in accordance with the directions indicated thereon
or, if no direction is indicated, such proxy will be voted for the election as
Trustees of the Board of Trustees' nominees listed in this proxy statement.
Discretionary authority is provided in the proxy as to any matters not
specifically referred to therein. The Board of Trustees is not aware of any
other matters which are likely to be brought before the Annual Meeting. However,
if any such matters properly come before the Annual Meeting, the persons named
in the proxy are fully authorized to vote thereon in accordance with their
judgment and discretion. Except where a different vote is required by any
provision of law or the Declaration of Trust or Bylaws, a plurality of a quorum
of the Shares necessary for the transaction of business at a shareholders'
meeting shall decide any question.

PROPOSAL

ELECTION OF TRUSTEES

Six Trustees are to be elected at the Annual Meeting to serve until their
successors have been duly elected and qualified, subject to prior death,
resignation, retirement, disqualification or removal from office and applicable
law and the rules of the New York Stock Exchange. Information about each nominee
is set forth in the table below. Each of the nominees is presently a Trustee of
the Fund.

The Fund's Bylaws provide that the Board of Trustees will consist of such
number of Trustees as may be fixed from time to time by a majority of the
Trustees, which number is currently six.

It is the intention of the persons designated as proxies in the proxy card,
unless otherwise directed therein, to vote at the Annual Meeting for the
election of the nominees named below as Trustees of the Fund. Each of the
nominees has agreed to serve if elected at the Annual Meeting. If any nominee is
unable or unavailable to serve, the persons named in the proxies will vote the
proxies for such other person as the Board of Trustees may recommend.

Information Regarding the Nominees. Information about the nominees is set
forth below. No nominee serves as an officer of the Fund. The address of each
nominee is c/o the Fund at its principal business address (385 East Colorado
Boulevard, Pasadena, California 91101).

NUMBER OF COMMON
PORTFOLIOS SHARES OF
IN FUND THE FUND
TERM OF COMPLEX** OTHER BENEFICIALLY
OFFICE AND OVERSEEN DIRECTORSHIPS OWNED ON
POSITION(S) LENGTH OF PRINCIPAL OCCUPATIONS BY HELD BY MARCH 1,
NAME AND YEAR BORN HELD WITH FUND TIME SERVED* DURING THE PAST 5 YEARS NOMINEE NOMINEE 2006
------------------ -------------- ------------ ----------------------- ---------- ------------- ------------

Ronald J. Arnault Trustee Served since Retired. 14 None None
1943 (1)(4) 2002
Anita L. DeFrantz Trustee Served since President 14 OBN None
1952 (2)(3)(4) 2002 (1987-present) and Holdings Inc.
Director (1990-
present) of Amateur
Athletic Foundation of
Los Angeles; President
and Director of Kids in
Sports (1994-present);
Member of the
International Olympic
Committee (1986-
present).
William E. B. Siart Chairman and Served since Chairman of Walt Disney 14 None None
1946 Trustee 2002 Concert Hall, Inc.
(1)(2) (1998-present);
Chairman of Excellent
Education Development
(2000-present).
Louis A. Simpson Trustee Served since President and Chief 14 VeriSign, None
1936 (1)(4) 2002 Executive Officer, Inc.
Capital Operations of
GEICO Corporation
(1993-present).
Jaynie Miller Trustee Served since Director of 14 aQuantive None
Studenmund (1)(3) 2004 eHarmony.com, Inc. Inc.
1954 (2005-present); Chief
Operating Officer of
Overture Services, Inc.
(2001-2004); President
and Chief Operating
Officer of
Paymybills.com
(2000-2001).

Interested Nominee
Ronald L. Olson Trustee Since Senior Partner of 14 Edison None
1941 2005(5) Munger, Tolles & Olson International,
International (a law City National
partnership) (1968- Corporation,
present) The
Washington
Post Company
and Berkshire
Hathaway,
Inc.

---------------
(1) Member of the Audit Committee of the Board of Trustees.

(2) Member of the Executive and Contracts Committee of the Board of Trustees.

(3) Member of the Governance and Nominating Committee of the Board of Trustees.

(4) Member of the Compensation Committee of the Board of Trustees.

(5) Mr. Olson is an "interested person" (as defined in section 2(a)(19) of the
1940 Act) of the Fund because his law firm has provided legal services to
the Fund's investment adviser, Western Asset Management Company (the
"Investment Adviser").

* Each of the Trustees of the Fund holds office until his or her successor
shall have been duly elected and shall qualify, subject to prior death,
resignation, retirement, disqualification or removal from office.

** Each Trustee also serves as a Director for Western Asset Income Fund
(closed-end investment company) and Western Asset Funds, Inc. (open-end
investment company), which are considered part of the same Fund Complex as
the Fund. The Investment Adviser and the Fund's subadviser, Western Asset
Management Company Limited (the "Subadviser"), also serve as adviser and
subadviser, respectively, to Western Asset Income Fund, and each serves as
subadviser to one or more series of Western Asset Funds, Inc.

The following table states the dollar range of equity securities
beneficially owned as of March 1, 2006 by each nominee in the Fund and, on an
aggregate basis, in any registered investment companies overseen or to be
overseen by the nominee in the same "family of investment companies."

DOLLAR RANGE AGGREGATE DOLLAR RANGE OF EQUITY
OF EQUITY SECURITIES IN ALL FUNDS OVERSEEN
SECURITIES IN OR TO BE OVERSEEN BY NOMINEE IN
NAME OF NOMINEE THE FUND FAMILY OF INVESTMENT COMPANIES
--------------- ------------- --------------------------------

Ronald J. Arnault.................................. None $10,001 - $50,000
Anita L. DeFrantz.................................. None $10,001 - $50,000
William E. B. Siart................................ None $50,001 - $100,000
Louis A. Simpson................................... None Over $100,000
Jaynie Miller Studenmund........................... None None
Interested Nominee
Ronald L. Olson.................................... None None

As of March 1, 2006, all Trustees and officers of the Fund as a group
beneficially owned less than 1% of the outstanding Common Shares or Preferred
Shares of the Fund on such date.

Audit Committee. The Board of Trustees has established an Audit Committee
composed solely of Trustees who are not "interested persons" (as defined in the
1940 Act) of the Fund or the Investment Adviser or Subadviser, consisting of
Messrs. Arnault, Siart and Simpson and Ms. Studenmund. Each member of the Audit
Committee is "independent," as independence for audit committee members is
defined in the currently applicable listing standards of the New York Stock
Exchange, on which the Common Shares of the Fund are listed and traded. The
Audit Committee provides oversight with respect to the accounting and financial
reporting policies and procedures of the Fund and, among other things, considers
the selection of independent registered public accounting firm for the Fund and
the scope of the audit and approves services proposed to be performed by the
independent registered public accounting firm on behalf of the Fund and, under
certain circumstances, the Investment Adviser, Subadviser and certain
affiliates. The Trustees have adopted a written charter for the Audit Committee,
a copy of which was attached as Appendix A to the Fund's proxy statement dated
March 31, 2004.

The Audit Committee of the Fund has submitted the following report:

The Audit Committee has reviewed and discussed with management of the Fund
the audited financial statements for the last fiscal year. The Audit Committee
has discussed with the Fund's independent registered public accounting firm the
matters required to be discussed by Statements on Auditing Standards No. 61 (SAS
61). SAS 61 requires the independent registered public accounting firm to
communicate to the Audit Committee matters including, if applicable: (1) methods
used to account for significant unusual transactions; (2) the effect of
significant accounting policies in controversial or

emerging areas for which there is a lack of authoritative guidance or consensus;
(3) the process used by management in formulating particularly sensitive
accounting estimates and the basis for the independent registered public
accounting firm's conclusions regarding the reasonableness of those estimates;
and (4) disagreements with management over the application of accounting
principles and certain other matters. The Audit Committee has received the
written disclosures and the letter from the Fund's independent registered public
accounting firm required by Independence Standards Board Standard No. 1
(requiring the independent registered public accounting firm to make written
disclosures to and discuss with the Audit Committee various matters relating to
its independence), and has discussed with such independent registered public
accounting firm the independence of such independent registered public
accounting firm.

Based on the foregoing review and discussions, the Audit Committee
recommended to the Trustees the inclusion of the audited financial statements
for the last fiscal year in the Fund's annual report to shareholders.

Ronald J. Arnault (Chairman)
William E.B. Siart
Louis A. Simpson
Jaynie Miller Studenmund

Governance and Nominating Committee. The Board of Trustees has established
a Governance and Nominating Committee composed solely of Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Fund or the Investment
Adviser or Subadviser, consisting of Mses. DeFrantz and Studenmund. The
Governance and Nominating Committee meets to select nominees for election as
Trustees of the Fund and consider other matters of Board policy. The Trustees
have adopted a written charter for the Governance and Nominating Committee, a
copy of which was included as Appendix B to the Fund's proxy statement dated
March 31, 2004. The Fund does not currently maintain a website on which the
charter is available.

The Governance and Nominating Committee requires that Trustee candidates
have a college degree or equivalent business experience, but has not otherwise
established specific, minimum qualifications that must be met by an individual
to be considered by the Committee for nomination as a Trustee. The Governance
and Nominating Committee may take into account a wide variety of factors in
considering Trustee candidates, including, but not limited to: (i) availability
and commitment of a candidate to attend meetings and perform his or her
responsibilities to the Board of Trustees, (ii) relevant industry and related
experience, (iii) educational background, (iv) financial expertise, (v) an
assessment of the candidate's ability, judgment and expertise and (vi) overall
diversity of the Board's composition. The Governance and

Nominating Committee may consider candidates for Trustee recommended by the
Fund's current Trustees, officers, Investment Adviser or Subadviser,
shareholders or any other source deemed to be appropriate by the Governance and
Nominating Committee. Candidates properly submitted by shareholders (as
described below) will be considered and evaluated on the same basis as
candidates recommended by other sources.

The policy of the Governance and Nominating Committee is to consider
nominees recommended by shareholders to serve as Trustee, provided that any such
recommendation is submitted in writing to the Fund, to the attention of the
Secretary, at the address of the principal executive offices of the Fund, not
less than one hundred and twenty calendar days nor more than one hundred and
thirty-five calendar days prior to the date of the meeting at which the nominee
would be elected and that such shareholder recommendation contains the
information about such nominee required by the Fund's procedures for
shareholders to submit nominee candidates, which are a part of the Governance
and Nominating Committee's Charter. The Governance and Nominating Committee has
full discretion to reject nominees recommended by shareholders, and there is no
assurance that any such person so recommended and considered by the Governance
and Nominating Committee will be nominated for election to the Fund's Board of
Trustees.

Executive and Contracts Committee. The Board of Trustees has established
an Executive and Contracts Committee consisting of Mr. Siart and Ms. DeFrantz.
The Executive and Contracts Committee may meet from time to time between Board
meetings in order to consider appropriate matters between meetings of the full
Board of Trustees and to review the various contractual arrangements between the
Fund and its affiliated persons.

Compensation Committee. The Board of Trustees has established a
Compensation Committee consisting of Messrs. Arnault and Simpson and Ms.
DeFrantz. The Compensation Committee meets to review and make recommendations to
the Board with respect to Trustee compensation for services to the Fund.

Meetings. During 2005, the Board of Trustees held five meetings, the Audit
Committee held six meetings, the Governance and Nominating Committee held two
meetings, the Compensation Committee held one meeting, and the Executive and
Contracts Committee held three meetings. Each Trustee attended at least 75% of
the aggregate of the meetings of the Board of Trustees and the Committees of the
Board of Trustees on which he or she served. Although the Fund's policies do not
require the Trustees to attend the Fund's annual shareholder meetings, annual
meetings are generally held in connection with regularly scheduled meetings of
the Board of Trustees. Each current Trustee attended the Fund's annual
shareholder meeting in May 2005.

Shareholder Communications. The Board of Trustees provides a process for
shareholders to send communications to the Board of Trustees. Shareholders may
mail written communications to the attention

of the Board of Trustees, care of the Fund's Secretary, at the principal
executive offices of the Fund. The written communication must include the
shareholder's name, be signed by the shareholder, refer to the Fund, and include
the class and number of shares held by the shareholder as of a recent date.

Trustee Compensation. Effective February 2006, each Trustee of the Fund
who is not an "interested person" (as defined in the 1940 Act) of the Fund, the
Investment Adviser or the Subadviser receives an aggregate fee of $60,000
annually for serving on the combined Board of Directors/Trustees of the Fund,
Western Asset Funds, Inc. and Western Asset Income Fund. Each Trustee also
receives a fee of $7,500 and related expenses for each meeting of the Board
attended in-person and a fee of $2,500 for participating in each telephonic
meeting. The Chairman of the Board and the Chairman of the Audit Committee each
receive an additional $25,000 per year for serving in such capacities. Each
member of the Audit Committee receives a fee of $5,000 for serving as a member
of the Audit Committee. Other committee members receive $2,500 for serving as a
member of each committee upon which they serve. Committee members also receive a
fee of $2,500 for participating in each telephonic committee meeting. All such
fees are allocated among the Fund, Western Asset Funds, Inc. and Western Asset
Income Fund according to each such investment company's average annual net
assets. Additionally, Mr. Olson receives from the Investment Adviser an
aggregate fee of $60,000 annually for serving on the combined Board of
Directors/ Trustees of the Fund, Western Asset Funds, Inc. and Western Asset
Income Fund, as well as a fee of $7,500 and related expenses for each meeting of
the Board attended in-person and a fee of $2,500 for participating in each
telephonic meeting.

For the fiscal year ended December 31, 2005, the Trustees received the
compensation set forth in the following table for serving as Trustees of the
Fund and as Directors of other funds in the same "Fund Complex."

PENSION OR RETIREMENT ESTIMATED TOTAL COMPENSATION
AGGREGATE BENEFITS ACCRUED AS ANNUAL FROM THE FUND AND ITS
COMPENSATION FROM PART OF FUND'S BENEFITS UPON FUND COMPLEX PAID TO
NAME OF NOMINEE THE FUND EXPENSES RETIREMENT TRUSTEES(1)
--------------- ----------------- --------------------- ------------- ---------------------

Ronald J. Arnault....... $3,435 $0 $0 $107,500
Anita L. DeFrantz....... $2,577 $0 $0 $ 81,250
William E. B. Siart..... $3,229 $0 $0 $102,500
Louis A. Simpson........ $2,796 $0 $0 $ 87,500
Jaynie M. Studenmund.... $2,752 $0 $0 $ 86,250
Interested Nominee
Ronald L. Olson......... $ 0 $0 $0 $ 0

---------------

(1) Includes amounts received in 2005 from the Fund and from Western Asset
Income Fund and Western Asset Funds, Inc., which are considered part of the
same Fund Complex as the Fund. Effective February 2006, the Trustees earn
compensation for their service as described above.

During 2005, the Fund paid no remuneration to its officers, all of whom
were also officers or employees of the Investment Adviser or one of its
affiliates.

Required Vote. Except with respect to Mr. Siart and Ms. Studenmund, the
Trustees of the Fund will be elected by a plurality vote of the Shares voted on
the election of Trustees at the Annual Meeting, in person or by proxy. Election
of Mr. Siart and Ms. Studenmund to the Board of Trustees of the Fund requires
the affirmative vote of a plurality of the Preferred Shares (voting as a
separate class) entitled to vote on the election of Trustees and present in
person or represented by proxy at the Annual Meeting. The Trustees unanimously
recommend that shareholders vote to elect each of the nominees listed above to
the Board of Trustees.

INFORMATION CONCERNING THE INVESTMENT
ADVISER AND SUBADVISER AND THE FUND'S OFFICERS

The Investment Adviser and the Subadviser are subsidiaries of Legg Mason,
Inc., a holding company which, through its subsidiaries, is engaged in providing
investment advisory services to individuals and institutions. The address of
Legg Mason, Inc. is 100 Light Street, Baltimore, Maryland 21202. The Investment
Adviser's address is 385 East Colorado Boulevard, Pasadena, California 91101.
The Subadviser's address is 10 Exchange Square, London, England EC2A2EN.
Princeton Administrators, L.P., 800 Scudders Mill Road, Plainsboro NJ 08536,
provides administrative services to the Fund.

Information regarding the executive officers of the Fund and their
ownership of Shares of the Fund is set forth below. Unless otherwise noted, the
address of each officer is c/o the Fund at the address listed above.

COMMON
SHARES OF THE
TERM OF OFFICE FUND
AND LENGTH BENEFICIALLY
POSITION(S) HELD OF TIME OWNED ON
NAME AND YEAR BORN WITH FUND SERVED(1) PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS MARCH 1, 2006
------------------ ---------------- -------------- ----------------------------------------------- -------------

James W. Hirschmann III President Served since Director, President and Chief Executive Officer None
1960 2001 of the Investment Adviser (1999-present);
Director of the Subadviser (1999-present);
President of Western Asset Funds, Inc. and
Western Asset Income Fund (1999-present).
Ilene S. Harker Vice President Served since Head of Enterprise Risk of the Investment None
1955 2001 Adviser (2003-present); Vice President of
Western Asset Funds, Inc. (1990-present) and
Western Asset Income Fund (1996-present).
Formerly: Secretary and Director of Compliance
and Controls of the Investment Adviser
(1978-2003).

S. Kenneth Leech Vice President Served since Chief Investment Officer of the Investment None
1954 2001 Adviser (1998-present); Vice President of
Western Asset Funds, Inc. (1990-present) and
Western Asset Income Fund (1998-present).
Marie K. Karpinski Treasurer and Served since Vice President, Legg Mason & Co., LLC 500
1949 Principal 2001 (2005-present); Vice President, Legg Mason Wood
Financial and Walker, Incorporated (1992-2005); Vice
100 Light Street Accounting President (1986-present), Treasurer (1986-
Baltimore, MD 21202 Officer 2006) and Chief Financial Officer (2006-
present) of all Legg Mason retail funds, open-
end investment companies; Treasurer and
Principal Financial and Accounting Officer of
Western Asset Funds, Inc. (1990-present),
Western Asset Income Fund (2001-present),
Western Asset/Claymore U.S. Treasury Inflation
Protected Securities Fund (2003-present) and
Western Asset/Claymore U.S. Treasury Inflation
Protected Securities Fund 2 (2004-present).
Erin K. Morris Assistant Served since Assistant Vice President and Manager, Funds None
1966 Treasurer 2001 Accounting, Legg Mason & Co., LLC (2005-
present); Assistant Vice President (2002-2005)
100 Light Street and Manager, Funds Accounting (2000-2005), of
Baltimore, MD 21202 Legg Mason Wood Walker, Incorporated; Treasurer
of Legg Mason Income Trust, Inc. and Legg Mason
Tax-Free Income Fund (2006-present); Assistant
Treasurer of Western Asset Income Fund
(2001-present), Western Asset Funds, Inc.
(2001-present), Western Asset/Claymore U.S.
Treasury Inflation Protected Securities Fund
(2003-present), Western Asset/Claymore U.S.
Treasury Inflation Protected Securities Fund 2
(2004-present), Legg Mason Income Trust, Inc.
(2001-2006) and Legg Mason Tax-Free Income Fund
(2001-2006).

Amy M. Olmert Chief Compliance Served since Senior Vice President of Legg Mason, Inc. None
1963 Officer 2004 (2004-present); Vice President and Chief
Compliance Officer of all Legg Mason retail
100 Light Street open-end investment companies (2004- present);
Baltimore, MD 21202 Vice President and Chief Compliance Officer of
Legg Mason Charles Street Trust, Inc., an
open-end investment company (2004-present);
Chief Compliance Officer of Western Asset
Funds, Inc., Western Asset Income Fund, Western
Asset/Claymore U.S. Treasury Inflation
Protected Securities Fund and Western
Asset/Claymore U.S. Treasury Inflation
Protected Securities Fund 2 (2004-present).
Formerly, Director (2000-2003) and Managing
Director (2003-2004) of Deutsche Asset
Management.
Lisa G. Mrozek Secretary Served since Senior Compliance Officer of the Investment None
1962 2001 Adviser (1999-present); Secretary of Western
Asset Funds, Inc. and Western Asset Income Fund
(1999-present).

---------------

(1) Each officer holds office until his or her respective successor is chosen
and qualified, or in each case until he or she sooner dies, resigns, is
removed with or without cause or becomes disqualified.

SHAREHOLDER PROPOSALS FOR 2007 ANNUAL MEETING

Proposals that shareholders wish to present to the 2007 Annual Meeting and
to have included in the Fund's proxy materials relating to such meeting must be
delivered to the Secretary of the Fund not less than 120 days prior to April 3,
2007.

Shareholders who wish to make a proposal at the 2007 Annual
Meeting -- other than one that will be included in the Fund's proxy
materials -- should notify the Fund not less than 45 days prior to April 3,
2007.

Shareholders who wish to propose one or more nominees for election as
Trustees, or to make a proposal fixing the number of Trustees, at the 2007
annual meeting must provide written notice to the Fund (including all required
information) so that such notice is received in good order by the Fund no
earlier than 90 days prior to May 9, 2007 and no later than 60 days prior to May
9, 2007.

The proper submission of a shareholder proposal does not guarantee that it
will be included in the Fund's proxy materials or presented at a shareholder
meeting. Shareholder proposals are subject to the requirements of applicable law
and the Fund's Declaration of Trust and Bylaws.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 30(h) of the 1940 Act and Section 16(a) of the Securities Exchange
Act of 1934, as amended, require the Fund's officers and Trustees, the
Investment Adviser, the Subadviser, certain affiliates of the Investment Adviser
or Subadviser, and persons who beneficially own more than ten percent of a
registered class of the Fund's equity securities, among others, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC") and the New York Stock Exchange. These persons are required
by SEC regulation to furnish the Fund with copies of all Section 16(a) forms
they file.

Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Fund believes that,
during 2005, all such filing requirements were met.

ANNUAL REPORT TO SHAREHOLDERS

The Fund's Annual Report to Shareholders for the fiscal year ended December
31, 2005 contains financial and other information pertaining to the Fund. The
Fund will furnish without charge to each person whose proxy is being solicited,
upon request of such person, a copy of the Annual Report to Shareholders.
Requests for copies of the Annual Report to Shareholders should be directed to
Western Asset Premier Bond Fund, Attention: Investor Relations, 385 E. Colorado
Boulevard, Pasadena, California 91101 or you may call 866-290-4386.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Trustees has selected
PricewaterhouseCoopers LLP as the independent registered public accounting firm
of the Fund for the fiscal year ending December 31, 2006, and the Board of
Trustees, including a majority of the Trustees who are not "interested persons"
(as defined in the 1940 Act) of the Fund, has unanimously ratified such
selection. PricewaterhouseCoopers LLP's service is subject to termination by a
majority of the outstanding Shares of the Fund. Representatives of
PricewaterhouseCoopers LLP are not currently expected to attend the meeting.

The following table presents fees billed in each of the last two fiscal
years for services rendered to the Fund by PricewaterhouseCoopers LLP:

FISCAL YEAR ENDED AUDIT FEES AUDIT-RELATED FEES TAX FEES ALL OTHER FEES
----------------- ---------- ------------------ -------- --------------

December 31, 2004 $32,200 $6,400 $ 950 $2,500
December 31, 2005 $23,000 $9,000 $1,050 $ 0

"Audit Fees" represents fees billed for each of the last two fiscal years
for professional services rendered for the audit of the Fund's annual financial
statements for those fiscal years or services that are normally provided by the
accountant in connection with statutory or regulatory filings or engagements for
those fiscal years.

"Audit-Related Fees" represents fees billed for each of the last two fiscal
years for assurance and related services reasonably related to the performance
of the audit of the Fund's annual financial statements for those years,
including review of the rating agency compliance testing for the Fund's
Preferred Shares.

"Tax Fees" represents fees billed for each of the last two fiscal years for
professional services related to tax compliance, tax advice and tax planning,
including preparation of federal and state income tax returns and preparation of
excise tax returns.

"All Other Fees" represents fees, if any, billed for other products and
services rendered by PricewaterhouseCoopers LLP to the Fund for the last two
fiscal years, including interim audit of securities pricing.

For the fiscal years ended December 31, 2004 and December 31, 2005,
PricewaterhouseCoopers LLP billed aggregate non-audit fees in the amounts of
$372,631 and $279,508, respectively, to the Fund, the Investment Adviser and any
entity controlling, controlled by or under common control with the Investment
Adviser that provides ongoing services to the Fund.

Pre-Approval Policies of the Audit Committee. The Audit Committee has
determined that all work performed for the Fund by PricewaterhouseCoopers LLP
will be pre-approved by the full Audit Committee and, therefore, has not adopted
pre-approval procedures. Since May 6, 2003, all audit and non-audit services
performed by PricewaterhouseCoopers LLP for the Fund, and all non-audit services
performed by PricewaterhouseCoopers LLP for the Investment Adviser and any
entity controlling, controlled by or under common control with the Investment
Adviser that provides ongoing services to the Fund (a "Service Affiliate"), to
the extent that such services related directly to the operations and financial
reporting of the Fund, have been pre-approved by the Audit Committee. No
"Audit-Related Fees," "Tax Fees" and "Other Fees" set forth in the table above
were waived pursuant to paragraph (c)(7)(i)(c) of Rule 2-01 of Regulation S-X.
PricewaterhouseCoopers LLP did not bill fees for non-audit services that
required pre-
14

approval by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X during the Fund's fiscal year ended December 31, 2004.
PricewaterhouseCoopers LLP billed "Audit-Related Fees" in the amount of $127,460
for non-audit services (a SAS 70 audit to review and test operating
effectiveness of controls placed in operation for the Investment Adviser) that
required pre-approval by the Audit Committee pursuant to paragraph (c)(7)(ii) of
Rule 2-01 of Regulation S-X during the Fund's fiscal year ended December 31,
2005. PricewaterhouseCoopers LLP did not bill any "Tax Fees" or "All Other Fees"
that required pre-approval by the Audit Committee pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X during the Fund's fiscal year ended
December 31, 2005.

The Audit Committee has considered whether the provision of the non-audit
services rendered by PricewaterhouseCoopers LLP since May 6, 2003 to the
Investment Adviser and any Service Affiliate that were not required to be
pre-approved by the Audit Committee pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining the independence of
PricewaterhouseCoopers LLP.

ADJOURNMENT

In the absence of a quorum at the Annual Meeting, or (even if a quorum is
so present) if sufficient votes in favor of a proposal set forth in the Notice
of Annual Meeting are not received by the time scheduled for the Annual Meeting,
the persons named as proxies may propose one or more adjournments of the Annual
Meeting after the date set for the original Annual Meeting, with no other notice
than announcement at the Annual Meeting, to permit further solicitation of
proxies with respect to such proposal. In addition, if, in the judgment of the
persons named as proxies, it is advisable to defer action on a proposal, the
persons named as proxies may propose one or more adjournments of the Annual
Meeting with respect to such proposal for a reasonable time. Any adjournments
with respect to a proposal will require the affirmative vote of a plurality of
the Shares of the Fund entitled to vote thereon present in person or represented
by proxy at the session of the Annual Meeting to be adjourned. The persons named
as proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the proposal in question. They will vote against
any such adjournment those proxies required to be voted against such proposal.
The costs of any additional solicitation and of any adjourned session will be
borne by the Fund. Any proposals for which sufficient favorable votes have been
received by the time of the Annual Meeting may be acted upon and, if so, such
action will be final regardless of whether the Annual Meeting is adjourned to
permit additional solicitation with respect to any other proposal.

OTHER BUSINESS

The Fund is not aware of any other matters to be presented for action at
the Annual Meeting. However, if any such other matters are properly presented,
it is the intention of the persons designated in the enclosed proxy to vote in
accordance with their best judgment.

By Order of the Board of Trustees

Lisa G. Mrozek, Secretary

March 31, 2006

(GRAPHIC)

WESTERN ASSET PREMIER BOND FUND

000000000.000 ext
000000000.000 ext
000004 000000000.000 ext
MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
(GRAPHIC) ADD 1 LEAST ADDRESS LINE 000000000.000 ext
ADD 2 000000000.000 ext
ADD 3
ADD 4
ADD 5
ADD 6 C 1234567890 J N T

(GRAPHIC) (GRAPHIC)

[ ] Mark this box with an X if you have made
changes to your name or address details
above.

ANNUAL MEETING PROXY CARD

A ELECTION OF TRUSTEES

FOR WITHHOLD

01 - RONALD J. ARNAULT [ ] [ ]

02 - ANITA L. DEFRANTZ [ ] [ ]

03 - RONALD L. OLSON [ ] [ ]

04 - LOUIS A. SIMPSON [ ] [ ]

With discretionary power upon such other matters as may properly come before the
meeting or any adjournment thereof.

THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION AS TRUSTEES OF THE NOMINEES OF THE BOARD OF
TRUSTEES.

Mark box at right if a comment has been noted on the reverse side. [ ]

B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

Please sign this Proxy exactly as your name(s) appear(s) above. Joint owners
should each sign personally. Trustees and other fiduciaries should indicate the
capacity in which they sign. If a corporation, this signature should be that of
an authorized officer who should state his or her title.

Signature 1 - Please keep Signature 2 - Please keep Date (mm/dd/yyyy)
signature within the box signature within the box

------------------------------ --------------------------- -----------------

0 0 8 3 9 4 1 1 U P X C O Y

PROXY - WESTERN ASSET PREMIER BOND FUND

Dear Shareholder,

Please take note of the important information enclosed with this Proxy Ballot.
There is an issue related to the management and operation of your Fund that
requires your immediate attention and approval. This matter is discussed in
detail in the enclosed proxy materials.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card and return your proxy vote in the enclosed postage
paid envelope. Your vote must be received prior to the Annual Meeting of
Shareholders, May 9, 2006.

Thank you in advance for your prompt consideration of this matter.

Sincerely,

Western Asset Premier Bond Fund

WESTERN ASSET PREMIER BOND FUND
COMMON SHARES
ANNUAL MEETING OF SHAREHOLDERS - MAY 9, 2006

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF WESTERN ASSET
PREMIER BOND FUND

The undersigned, revoking all prior proxies, hereby appoints James W. Hirschmann
III, Lisa G. Mrozek and Ilene S. Harker, and each of them, attorneys and proxies
of the undersigned, each with full power of substitution, to attend the Annual
Meeting of the Shareholders of Western Asset Premier Bond Fund, a Massachusetts
business trust (the "Fund"), to be held in the Board Room, Fifth Floor, 385 E.
Colorado Blvd., Pasadena, California, on May 9, 2006, at 8:00 a.m., Pacific
time, and at any adjournments thereof, and thereat to vote as indicated all
common shares of beneficial interest of the Fund which the undersigned would be
entitled to vote if personally present with respect to the matters listed on the
reverse, which are more fully described in the Notice of Meeting and Proxy
Statement of the Fund, receipt of which is acknowledged by the undersigned.

Comments
__________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________

PLEASE VOTE, DATE, SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.

(GRAPHIC)

WESTERN ASSET PREMIER BOND FUND

(GRAPHIC) (GRAPHIC)

[ ] Mark this box with an X if you have made
changes to your name or address details
above.

ANNUAL MEETING PROXY CARD

A ELECTION OF TRUSTEES

FOR WITHHOLD

01 - RONALD J. ARNAULT [ ] [ ]

02 - ANITA L. DEFRANTZ [ ] [ ]

03 - RONALD L. OLSON [ ] [ ]

04 - WILLIAM E.B. SIART [ ] [ ]

05 - LOUIS A. SIMPSON [ ] [ ]

06 - JAYNIE MILLER STUDENMUND [ ] [ ]

With discretionary power upon such other matters as may properly come before the
meeting or any adjournment thereof.

THIS PROXY WILL BE VOTED AS SPECIFIED, IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION AS TRUSTEES OF THE NOMINEES OF THE BOARD OF
TRUSTEES.

Mark box at right if a comment has been noted on the reverse side. [ ]

B AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.

Please sign this Proxy exactly as your name(s) appear(s) above. Joint owners
should each sign personally.Trustees and other fiduciaries should indicate the
capacity in which they sign. If a corporation, this signature should be that of
an authorized officer who should state his or her title.

Signature 1 - Please keep Signature 2 - Please keep Date (mm/dd/yyyy)
signature within the box signature within the box

----------------------------- ---------------------------- -----------------

0 0 8 3 9 4 2 1 U P X C O Y

PROXY - WESTERN ASSET PREMIER BOND FUND

Dear Shareholder,

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Thank you in advance for your prompt consideration of this matter.

Sincerely,

Western Asset Premier Bond Fund

WESTERN ASSET PREMIER BOND FUND
PREFERRED SHARES
ANNUAL MEETING OF SHAREHOLDERS - MAY 9, 2006

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
TRUSTEES OF WESTERN ASSET PREMIER BOND FUND

The undersigned, revoking all prior proxies, hereby appoints James W. Hirschmann
III, Lisa G. Mrozek and Ilene S. Harker, and each of them, attorneys and proxies
of the undersigned, each with full power of substitution, to attend the Annual
Meeting of the Shareholders of Western Asset Premier Bond Fund, a Massachusetts
business trust (the "Fund"), to be held in the Board Room, Fifth Floor, 385 E.
Colorado Blvd., Pasadena, California, on May 9, 2006, at 8:00 a.m., Pacific
time, and at any adjournments thereof, and thereat to vote as indicated all
preferred shares of beneficial interest of the Fund which the undersigned would
be entitled to vote if personally present with respect to the matters listed on
the reverse, which are more fully described in the Notice of Meeting and Proxy
Statement of the Fund, receipt of which is acknowledged by the undersigned.

Comments
______________________________________
______________________________________
______________________________________
______________________________________
______________________________________
______________________________________
______________________________________
______________________________________

PLEASE VOTE, DATE, SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE.