Edgar Filing: WESTERN ASSET PREMIER BOND FUND

SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to
240.14a-11(c) or 240.14a-12

WESTERN ASSET PREMIER BOND FUND
-------------------------------
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

WESTERN ASSET PREMIER BOND FUND
------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 10, 2005
------------------------

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 10, 2005 at 8:00 a.m., Pacific time, for
the following purposes:

(1) Electing seven 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 15, 2005 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
April 7, 2005

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 10,
2005 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 seven 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 11, 2005.

The Board of Trustees has fixed the close of business on March 15, 2005 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 that date, the Fund had issued and outstanding 11,452,459 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 15, 2005, no person owned of record or, to the
knowledge of the Fund, owned 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 11,428,598 Common
Shares (representing approximately 99% 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 15, 2005 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 five 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 John E. Bryson,
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 Mr. Bryson.

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 Mr. Bryson.
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 Mr. Bryson 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 Mr. Bryson, 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
Mr. Bryson 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
(formerly, Georgeson Shareholder Communications, 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. 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
2

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 1

ELECTION OF TRUSTEES

Seven 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. Except for Mr. Olson, 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 seven. Due to the expected retirement of Mr.
William G. McGagh, the current Chairman of the Board, immediately following the
Annual Meeting, a vacancy will exist on the Board. It is proposed that such
vacancy be filled at the Annual Meeting. The Board has designated Mr. Siart as
Mr. McGagh's successor as Chairman of the Board.

It is the intention of the persons designated as proxies in the proxy,
unless otherwise directed therein, to vote at the Annual Meeting for the
election of the nominees named below. 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).

COMMON
NUMBER OF SHARES OF
TERM OF PORTFOLIOS THE FUND
OFFICE AND IN FUND OTHER BENEFICIALLY
POSITION(S) LENGTH OF COMPLEX** DIRECTORSHIPS OWNED ON
HELD WITH TIME PRINCIPAL OCCUPATIONS OVERSEEN BY HELD BY MARCH 1,
NAME AND AGE FUND SERVED* DURING THE PAST 5 YEARS NOMINEE NOMINEE 2005
------------ ----------- ---------- ----------------------------- ----------- ------------- ------------

Ronald J. Arnault......... Trustee Served Retired (1996) Executive Vice 14 0
Born in 1943 (1)(4) since 2002 President, Chief Financial
Officer and Director of
Atlantic Richfield Company.
John E. Bryson............ Trustee Served Chairman and CEO, Edison 14 The Boeing 1,000***
Born in 1943 (2)(3) since 2002 International (electric power Company and The
generator, distributor and Walt Disney
structured finance provider) Company.
(1990-present); Chairman of
Southern California Edison
Company (1990-1999 and 2003-
present); Chief Executive
Officer of Southern
California Edison Company
(1990-1999).
Anita L. DeFrantz......... Trustee Served President (1987-present) and 14 OBN Holdings 0
Born in 1952 (2)(3) since 2002 Director (1990-present) of Inc.
Amateur Athletic Foundation
of Los Angeles; President and
Director of Kids in Sports
(1994-present); Vice
President and Director of the
International Rowing
Federation (1997-present);
Member of the International
Olympic Committee ("IOC")
(1986-present); Member of the
IOC Executive Board
(1992-2001); Member of the
U.S. Olympic Committee
("USOC") (1976-present);
Member of the USOC Executive
Board (1977-present).

William E. B. Siart....... Trustee Served Chairman of Walt Disney 14 0
Born in 1946 (1)(2) since 2002 Concert Hall, Inc.
(1998-present); Chairman
(2000-present) and President
and Chief Executive Officer
(1998-2000) of Excellent
Education Development.
Formerly: Chairman and Chief
Executive Officer of First
Interstate Bancorp.
Louis A. Simpson.......... Trustee Served President and Chief Executive 14 0
Born in 1936 (1)(4) since 2002 Officer, Capital Operations
of GEICO Corporation (1993-
present). Formerly: President
and Chief Executive Officer
of Western Asset Management
Company (1977-1979).
Jaynie Miller Trustee Served Formerly, Chief Operating 14 aQuantive Inc., 0
Studenmund................ (1) since 2004 Officer of Overture Services, Treasury Bank
Born in 1954 Inc. (2001-2004); President and Forest Lawn
and Chief Operating Officer Memorial Park
of Paymybills.com Association
(2000-2001); Executive Vice
President of Home Savings of
America (1997-1998).

Interested Nominee

Ronald L. Olson........... N/A N/A (5) Senior Partner of Munger, -- Edison --
Born in 1941 (Nominee) Tolles & Olson International International,
(a law partnership). City National
Corporation
(financial
services
company), The
Washington Post
Company, RAND
Corporation
(nonprofit
institution) 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 does not currently serve on the Board of Trustees. If elected,
Mr. Olson would be "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 Trustee 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 Pacific American Income Shares,
Inc. (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 Boards of Directors of these companies have
proposed that Mr. Olson be elected as a Director of Pacific American Income
Shares, Inc. and be appointed as a Director of Western Asset Funds, Inc. on
May 10, 2005. The Investment Adviser

and the Fund's subadviser, Western Asset Management Company Limited (the
"Subadviser"), also serve as adviser and subadviser, respectively, to
Pacific American Income Shares, Inc., and each serves as subadviser to one
or more series of Western Asset Funds, Inc.

*** The nominee shares voting and investment power with respect to these
shares.

The following table states the dollar range of equity securities
beneficially owned as of March 1, 2005 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."

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

Ronald J. Arnault........................... None $10,001-$50,000
John E. Bryson.............................. $10,001-$50,000 $10,001-$50,000
Anita L. DeFrantz........................... None $1-$10,000
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 $10,001-$50,000

As of March 1, 2005, 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 public accountants for the Fund and the scope of the
audit and approves services proposed to be performed by those accountants 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 accountants the matters required to be
discussed by Statements on Auditing Standards No. 61 (SAS 61). SAS 61 requires
independent accountants 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 accountant'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 accountants required by Independence Standards Board Standard No. 1
(requiring accountants to make written disclosures to and discuss with the Audit
Committee various matters relating to the accountants' independence), and has
discussed with such accountants the independence of such accountants.

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
Messrs. Bryson and McGagh and Ms. DeFrantz. 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.
8

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. Mr. Olson
was recommended to the Governance and Nominating Committee of the Board of
Trustees for consideration as a nominee by the full Board of Trustees.
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 Messrs. Bryson, McGagh and 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, McGagh and Simpson. The Compensation Committee meets to
review and make recommendations to the Board with respect to Trustee
compensation for services to the Fund.

MEETINGS.

During 2004, the Board of Trustees held five meetings, the Audit Committee
held seven meetings, the Governance and Nominating Committee held four meetings,
the Compensation Committee held two meetings, and the Executive and Contracts
Committee held two meetings. Each Trustee attended each 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 2004.

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 2005, 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 $50,000 annually for serving on the
combined Board of Directors/Trustees of the Fund, Western Asset Funds, Inc. and
Pacific American Income Shares, Inc. Each Trustee also receives a fee of $5,000
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 $20,000
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 Pacific American Income Shares,
Inc. according to each such investment company's average annual net assets.
10

For the fiscal year ended December 31, 2004, 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 PERSON THE FUND EXPENSES RETIREMENT TRUSTEES(1)
-------------- ----------------- --------------------- ------------- ---------------------

Ronald J. Arnault........... $3,505 $0 $0 $90,000
John E. Bryson.............. $2,859 $0 $0 $73,750
Anita L. DeFrantz........... $3,370 $0 $0 $80,625
William E. B. Siart......... $3,209 $0 $0 $82,500
Louis A. Simpson............ $3,003 $0 $0 $77,500
Jaynie M. Studenmund........ $ 878 $0 $0 $21,250

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

(1) Includes amounts received in 2004 from the Fund and from Pacific American
Income Shares, Inc. and Western Asset Funds, Inc., which are considered part
of the same Fund Complex as the Fund. Effective February 2005, the Trustees
earn compensation for their service as described above.

During 2004, 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.

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
securities brokerage, investment advisory, corporate and public finance, and
mortgage banking services to individuals, institutions, corporations and
municipalities, and the provision of other financial services. 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 155 Bishopsgate, London, England EC2N3TY. 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 FUND
POSITION(S) TERM OF OFFICE BENEFICIALLY
HELD AND LENGTH OF PRINCIPAL OCCUPATION(S) OWNED ON
NAME AND AGE WITH FUND TIME SERVED(1) DURING THE PAST 5 YEARS MARCH 1, 2005
------------ ---------------- ------------------ ------------------------------ ------------------

James W. Hirschmann III President Served since 2001 Director, President and Chief 0
Born in 1960 Executive Officer of the
Investment Adviser (1999-
present); Director of the
Subadviser (1999-present);
Member of the Board of
Directors of Medical
Simulation Corporation
(2003-present); Member of the
Board of Trustees of Widener
College (1995-present); Member
of the Investment Committee of
Burroughs Wellcome Fund
(2005-present); President of
Western Asset Funds, Inc.
(1999-present) and Pacific
American Income Shares, Inc.
(1999-present). Formerly:
Managing Director of the
Subadviser (1996-1999);
Director of Marketing of the
Investment Adviser
(1989-1998); Vice President
and Director of Marketing of
Financial Trust Corporation
(bank holding company)
(1988-1989); Vice President of
Marketing of Atalanta/Sosnoff
Capital (investment management
company) (1986-1988).

Ilene S. Harker Vice President Served since 2001 Head of Enterprise Risk of the 0
Born in 1955 Investment Adviser
(2003-present); Vice President
of Western Asset Funds, Inc.
(1990-present), and Pacific
American Income Shares, Inc.
(1996-present). Formerly:
Secretary and Director of
Compliance and Controls of the
Investment Adviser (1978-
2003); Secretary of Western
Asset Funds, Inc. and Pacific
American Income Shares, Inc.
(1993-1996).
S. Kenneth Leech Vice President Served since 2001 Chief Investment Officer of 0
Born in 1954 the Investment Adviser
(1998-present); Vice President
of Western Asset Funds, Inc.
(1990-present) and Pacific
American Income Shares, Inc.
(1998-present). Formerly:
Director of Portfolio
Management of the Investment
Adviser (1990-1998); Senior
Trader at Greenwich Capital
(1988-1990); Fixed Income
Manager of The First Boston
Corporation (holding company;
stock and bond dealers)
(1980-1987); Portfolio Manager
of National Bank of Detroit
(1977-1980).

Marie K. Karpinski Treasurer and Served since 2001 Vice President of Legg Mason 500
Born in 1949 Principal Wood Walker, Incorporated
100 Light Street Financial and (1992-present); Vice President
Baltimore, MD 21202 Accounting and Treasurer of all Legg
Officer Mason retail funds (open-end
investment companies)
(1986-present); Vice President
and Treasurer of Legg Mason
Charles Street Trust, Inc.
(open-end investment company)
(1998-present); Vice
President, Treasurer and
Principal Financial and
Accounting Officer of Western
Asset Funds, Inc.
(1990-present); Treasurer and
Principal Financial and
Accounting Officer of Pacific
American Income Shares, Inc.
(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). Formerly:
Assistant Treasurer of Pacific
American Income Shares, Inc.
(1988- 2001).

Erin K. Morris Assistant Served since 2001 Assistant Vice President of 0
Born in 1966 Treasurer Legg Mason Wood Walker,
100 Light Street Incorporated (2002-present);
Baltimore, MD 21202 Assistant Treasurer (2001-
present) of: Legg Mason Income
Trust, Inc., Legg Mason Cash
Reserve Trust, Legg Mason Tax
Exempt Trust, Inc., Legg Mason
Tax-Free Income Fund, Western
Asset Funds, Inc. and Pacific
American Income Shares, Inc.;
Assistant Treasurer of 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); Manager, Fund
Accounting of Legg Mason Wood
Walker, Incorporated
(2000-present). Formerly:
Assistant Manager, Fund
Accounting of Legg Mason Wood
Walker, Incorporated (1993-
2000).

Amy M. Olmert Chief Compliance Served since 2004 Senior Vice President of Legg 0
Born in 1963 Officer Mason, Inc. (2004- present);
100 Light Street Vice President and Chief
Baltimore, MD 21202 Compliance Officer of all Legg
Mason retail open-end
investment companies
(2004-present); 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., Pacific
American Income Shares, Inc.,
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 2001 Senior Compliance Officer of 0
Born in 1962 the Investment Adviser
(1999-present); Member of the
Board of Directors of
California Dollars for
Scholars (1998-present);
Member of the Board of
Trustees of Scholarship
America (2002-present);
Secretary of Western Asset
Funds, Inc. (1999-present) and
Pacific American Income
Shares, Inc. (1999-present)
Formerly: Assistant Vice
President, Fund Business
Management of Capital Research
and Management Company (an
investment management firm)
(1990-1999).

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

(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 2006 ANNUAL MEETING

Proposals that shareholders wish to present to the 2006 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 11,
2006.

Shareholders who wish to make a proposal at the 2006 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 11,
2006.

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 2006
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 10, 2006 and no later
than 60 days prior to May 10, 2006.

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 2004, all such filing requirements were met.

ANNUAL REPORT TO SHAREHOLDERS

The Fund's Annual Report to Shareholders for the fiscal year ended December
31, 2004 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 ACCOUNTANTS

The Audit Committee of the Board of Trustees has selected
PricewaterhouseCoopers LLP as the independent public accountants of the Fund for
the fiscal year ending December 31, 2005, 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 Price-

waterhouseCoopers LLP are currently expected to attend the meeting, and may, as
they see fit, make a statement and/or respond to appropriate questions.

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, 2003................ $26,900 $8,700 $870 $3,500
December 31, 2004................ $29,000 $6,400 $950 $2,500

"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, 2003 and December 31, 2004,
PricewaterhouseCoopers LLP billed aggregate non-audit fees in the amounts of
$883,350 and $372,631, 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 17 CFR 210.2-01(c)(7)(i)(c).

PricewaterhouseCoopers LLP did not bill fees for non-audit services 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 last two fiscal years.

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

April 7, 2005

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, detach it and return your proxy vote in the enclosed
postage paid envelope. Your vote must be received prior to the Annual Meeting of
Shareholders, May 10, 2005.

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

Sincerely,

Western Asset Premier Bond Fund

DETACH HERE

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

WESTERN ASSET PREMIER BOND FUND
COMMON SHARES
ANNUAL MEETING OF SHAREHOLDERS - MAY 10, 2005

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 10, 2005, 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.

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

Please sign this Proxy exactly as your name(s) appear(s) on the reverse side.
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

WESTERN ASSET PREMIER BOND FUND

C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

DETACH HERE

[X] Please mark
vote as in
this example

WESTERN ASSET PREMIER BOND FUND

1. Election of Trustees.

(01) RONALD J. ARNAULT, (02) ANITA L. DEFRANTZ,
(03) RONALD L. OLSON, (04) LOUIS A. SIMPSON,
(05) JAYNIE MILLER STUDENMUND

FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES

[ ] For all nominees except as noted above

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

Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]

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.

Please be sure to sign and date this Proxy.

Signature: Date:
--------------------------------- -----------

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

DETACH HERE

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

WESTERN ASSET PREMIER BOND FUND
PREFERRED SHARES
ANNUAL MEETING OF SHAREHOLDERS - MAY 10, 2005

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 10, 2005, at 8:00 a.m., Pacific
time, and at any adjournments thereof, and there at 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.

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

WESTERN ASSET PREMIER BOND FUND

C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

DETACH HERE

[X] Please mark
vote as in
this example

WESTERN ASSET PREMIER BOND FUND

1. Election of Trustees.

(01) RONALD J. ARNAULT, (02) JOHN E. BRYSON, (03) ANITA L. DEFRANTZ,
(04) RONALD L. OLSON, (05) WILLIAM E.B. SIART, (06) LOUIS A. SIMPSON,
(07) JAYNIE MILLER STUDENMUND

FOR [ ] [ ] WITHHELD
ALL FROM ALL
NOMINEES NOMINEES

[ ] For all nominees except as noted above

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

Mark box at right if an address change or comment has been noted on the reverse
side of this card. [ ]

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.

Please be sure to sign and date this Proxy.

Signature: Date:
--------------------------------- -----------