EXHIBIT (b) COHEN BROS. & CO. TRUST PREFERRED SECURITIES PRELIMINARY TERM SHEET PRIVILEGED AND CONFIDENTIAL ISSUER/GUARANTOR Commercial National Financial Corporation SECURITIES A total of up to $10 million of trust preferred securities of a trust to be formed by Issuer. TRUSTEE JP Morgan Chase TRUSTEE FEES Paid for by Purchaser INTEREST RATE Floating Rate Option: 3 Month Libor + 215 basis points Fixed Rate Option: 5 Year Swap Rate plus 215 basis points fixed for the first 5 years; floating thereafter at 3 Month Libor + 215 basis points. Final coupon set at closing/pricing NO CALL PERIOD Five (5) years EXPECTED TIMING/FUNDING To be determined by Issuer MATURITY 30 Years PAYMENT FREQUENCY Quarterly, in arrears DUE DILIGENCE COSTS Borne by Purchaser DEFERRAL OPTION Interest on the trust preferred securities may be deferred at any time or from time to time for a period not exceeding 20 consecutive quarterly payments (5 years), provided there is no event of default. At the end of the deferral period, the issuer must pay accrued interest, at which point it may elect a new deferral period provided that no deferral may extend beyond maturity. OPTIONAL REDEMPTION The trust preferred securities are redeemable, in whole or in part, anytime without penalty after the expiration of the No Call Period. DISCOUNT FEE 0.0% ISSUER CREDIT RATING No rating required, subject to rating agency COHEN BROS. & CO. TRUST PREFERRED SECURITIES PRELIMINARY TERM SHEET PRIVILEGED AND CONFIDENTIAL <Table> analysis and approval EXPENSES Each Issuer shall be responsible for the fees and expenses of its legal counsel less a $10,000 reimbursement. The fees and expenses of the trustee, the fees and expenses of special Delaware counsel and the fees and expenses of a law firm with extensive experience in capital securities representation will be paid for by the Purchaser. GUARANTEE The Issuer will guarantee certain payments made on the trust preferred securities. GOVERNING LAW All documents will be governed by New York law, except that the trust document will be governed by the law of the jurisdiction of the trust. OBLIGATION TO PURCHASE The Purchaser has no obligation to purchase the Securities and may in it's sole discretion choose to terminate any potential transaction. </Table>