Exhibit 10.9


                              AMENDED AND RESTATED
                          AGREEMENT AND GENERAL RELEASE

         This  Amended  and  Restated   Agreement   and  General   Release  (the
"Agreement")  is made  between  Bank  West  Financial  Corporation,  a  Michigan
corporation, Bank West, a Michigan savings bank, both with offices at 2185 Three
Mile Road, NW, Grand Rapids, MI 49544-1451  (collectively called the "Employer")
and Paul W.  Sydloski,  whose address is 6941 Pinehurst  Lane NE,  Rockford,  MI
49341 (the "Employee").

                               Factual Background

         Employer  and  Employee are parties to an  Employment  Agreement  dated
March 30, 1995 (the "Employment Agreement").  Since that time, Employee has been
and is now in the  employ of  Employer.  Employer  currently  does not intend to
extend the Employment  Agreement with Employee  beyond March 29, 2000 expiration
date.  Employer  and  Employee  desire  to  mutually  terminate  the  Employment
Agreement upon the terms and conditions of this Agreement. With the exception of
the acceptance and  revocation  terms set forth in Section 17(e),  the terms and
conditions of this  Agreement  amend and replace the terms and conditions of the
Agreement and General Release offered by Employer on February 3, 1999.

                                    Agreement

         NOW,   THEREFORE,   in  consideration  of  the  mutual  agreements  and
commitments contained in this Agreement, the parties agree as follows:

         1.  Termination of Employment.  Employee agrees to terminate and resign
from his employment with Employer effective as of the close of business on March
4, 1999 (the "Separation  Date").  Employee  acknowledges and agrees that he has
the option to remain  employed  with  Employer  until the  Employment  Agreement
expires  on March  29,  2000,  but is  choosing  to  voluntarily  terminate  his
employment pursuant to this Agreement.  As soon as reasonably  practicable after
the  Separation  Date,  Employer  will  reimburse  Employee for an  reimbursable
business  expenses  incurred  through the  Separation  Date, in accordance  with
Employer's  expense  reimbursement  policies.  No expenses  incurred  beyond the
Separation Date shall be reimbursed by the Employer.

         2. Effect of Recission or  Non-Acceptance.  Employer  acknowledges  and
agrees that should Employee choose to rescind this Agreement pursuant to Section
17(e), or choose not to accept this Agreement, Employee may remain employed with
Employer in accordance with the terms of the Employment Agreement.

         3. Severance Pay. Employer shall pay Employee severance pay of $225,000
in the following  manner.  Employee shall pay Employee 52 equal  installments of
$4,326.92  commencing  March 19, 1999 and continuing  every other Friday of each
month  after that  until  March 2, 2001,  payment  shall be the last  payment to
Employee by Employer  and  following  that  payment the  severance  pay shall be
considered paid in full.

         4.  Withholding.  Employer shall withhold from the payments to Employee
under this  Agreement any and all  applicable  withholding,  payroll,  and other
taxes and similar  charges as required by law, as well as  appropriate  Employee
deductions or contributions to continuing employee benefit plans.
<PAGE>
         5. Termination of Employment Agreement.  The Employment Agreement shall
be terminated as of the Separation  Date and shall be superseded in all respects
by this Agreement.

         6.  Termination of Certain  Employee  Benefits.  Except as specifically
stated in this  Agreement,  at the close of  business  on the  Separation  Date,
Employee  shall no longer be a  participant  in nor receive the  benefits of any

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<PAGE>
pension or other retirement benefit plan, profit sharing, stock option, employee
stock ownership,  or other plans, benefits and privileges given to employees and
executives of the Employer.

         7.  Employee  Benefit  Continuation.  Commencing  March  5,  1999,  and
continuing for 12 months thereafter,  Employee shall continue to receive medical
and dental coverage under Employer's  Comprehensive  Health Insurance Plan under
the same terms as were  provided to  Employee  by Employer as of the  Separation
Date.  Employee is not waiving his right to continue to be eligible for coverage
for an additional six (6) months beyond the term stated above, subject, however,
to  Employee's  continued  timely  payment of the full  COBRA  rate to  continue
coverage during that six month period.

         8.  News  Release.  Employer  shall  issue  a news  release  announcing
Employee's  resignation.  Employer agrees to consult with Employee regarding the
content and presentation of the news release.

         9.       Other Plans.

                                    (a) Defined Benefit Pension Plan. Employee's
                  service  credit  under the Defined  Benefit  Pension  Plan for
                  employees of Employer will cease  accruing  effective with the
                  Separation Date.

                                    (b) Life  Insurance.  Employee or Employee's
                  spouse owns a life insurance  policy on Employee's life in the
                  amount of  $300,000.  Employer  has been paying the premium on
                  this policy. Effective with the Separation Date, Employer will
                  no longer  make the  premium  payments  on this policy and the
                  policy  shall  become  the sole  responsibility  of  Employee.
                  Employer agrees to assign all rights in the policy to Employer
                  and/or Employee's spouse.

         10. Other Employer Property. On or before the Separation Date, Employee
shall return any credit cards,  telephone  cards and similar  items  provided by
Employer and any other property of the Employer in his possession.

         11.  Surrender of  Confidential  Information.  Employee  shall promptly
surrender to the Employer any and all records,  files,  correspondence,  reports
and computer disks relating to the Employer's operations, maintenance, products,
marketing,  research and development,  production and general business plans and
schedules,   production  specifications,   individual  customer  specifications,
individual   customer  pricing  policies,   accounts   receivable   information,
accounting and financial  information such as costs and profit margins,  as well
as the  Employer's  methods of  production,  maintenance,  distribution,  sales,
sources of supply,  customers,  customer lists, customer quotes, customer needs,
customer  complaints,  customer  products and potential  products or uses of the
Employer's products,  and confidential price characteristics and policies in his
possession.

         12. Utmost and Continued  Good Faith.  The parties agree to utilize the
utmost  good  faith  in  performing  their  respective  obligations  under  this
Agreement.  Neither party shall take any action or make any statement reasonable
calculated  to adversely  affect the other  party's  financial  well-being or to
disparage,  damage,  injure,  impugn the integrity or  reputation,  or call into
question the character,  of the other party,  including in the case of Employer,
its affiliates, subsidiaries, officers, directors, agents, employees, successors
and assigns.  Employee  agrees to cooperate  in any way possible  with  Employer
<PAGE>
during any  current or pending  transition  of  management,  with  Employer  and
Employer's  attorneys  as a  witness,  party or in any  other  capacity,  in any
pending  litigation  (including but not limited to Cowles v. Bank West),  and in
any  pending  or future  regulatory  inquiries  or  examinations  of  Employer's
operations.  Employer  shall  reimburse  Employee  for mileage (31  cents/mile),
telephone,  photocopying and postage expenses  reasonably  incurred in so doing.
The  foregoing  shall not be deemed to prohibit  either  party from  instituting
formal legal  proceedings  to enforce the  obligations  of the other party under
this Agreement.

         13.  Proprietary  Information.  Employee  agrees that he shall treat as
confidential, and shall not under any circumstances disclose, or use for his own
advantage or benefit,  any confidential  information and confidential  documents
relating  in any way to the  business  affairs of the  Employer  of which he may
currently have knowledge or


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<PAGE>
of which he had knowledge  during the course of his employment.  For purposes of
this  Agreement,   the  terms   "confidential   information"  and  "confidential
documents"  shall include but not limited to, all employee data including salary
information,  customer  lists,  inventions,  designs,  research and  development
plans, product and business plans, budget and strategy plans, trade secrets, and
other proprietary information.

         14.  Non-Competition.  Employee  agrees  that for a period of two years
following the Separation Date he will not solicit,  without Employer's  consent,
any person who was an employee  of the  Company at any time during the  one-year
period immediately preceding the termination of the Employee's employment.

         15. No Disclosure of Agreement. Employee agrees not to disclose, either
directly or  indirectly,  any  information  whatsoever  regarding  the terms and
conditions of this  Agreement to any person other than to  Employee's  attorney,
accountant,  or spouse. Employee agrees to inform such attorney,  accountant, or
spouse of the confidentiality of such information.

         16. No  Re-employment.  Employee  shall not apply in the future for any
employment with the Employer or with a subsidiary, division or affiliated entity
of such corporation.

         17. Employee's Release.

                  (a) In consideration for the severance  payment,  benefits and
other emoluments specifically itemized in this Agreement,  Employee releases and
forever discharges Employer, its affiliates,  subsidiaries, officers, directors,
agents,  employees,  successors and assigns, from any and all actions, causes of
action, suits, claims, charges or complaints which Employee may have or claim to
have  against  any of them as a result  of  Employee's  employment  with  and/or
separation  from  employment  with  Employer.  Employee  further  covenants  and
promises  that he will not file or cause to be filed on his behalf  any  charge,
complaint  or legal  action of any  nature  before  any court or  administrative
agency to assert any claim against Employer arising out of Employee's employment
or separation from employment from Employer.

                  (b) Employee  acknowledges  that this General Release includes
but is not  limited  to  claims  arising  under  federal,  state or  local  laws
prohibiting  employment  discrimination  or  claims  growing  out of  any  legal
restrictions on Employer's right to terminate its employees.  Employee expressly
waives and  releases any and all claims or rights to  unemployment  compensation
and any and all claims or rights  arising under the Civil Rights Act of 1964 and
1991, the Employee  Retirement  Income  Security Act of 1974, the Americans with
Disabilities Act of 1990, the Rehabilitation Act of 1973, the Age Discrimination
in  Employment  Act,  the  Michigan  Elliott-Larsen  Civil  Rights Act,  and the
Michigan  Handicappers'  Civil  Rights  Act,  and all other  relevant  state and
federal statutes. With the exception of any claims arising under this Agreement,
this release also includes any claims for costs,  interest or  attorneys'  fees,
past and future wages, severance pay, bonuses, unvested pension, profit-sharing,
vacation pay, medical insurance,  life and disability  insurance,  and all other
benefits  resulting  from the action or  inaction of either of the parties on or
before the Separation Date.

                  (c) Employee  understands that he is not waiving any rights or
claims that may rise after this Agreement is executed,  and further  understands
that the above  described  consideration  is in addition to anything of value to
which Employee is already entitled.
<PAGE>
                  (d) Employee  acknowledges  that Employer has advised Employee
to consult with an attorney prior to executing this Agreement.

                  (e) Employee understands and has been advised by Employer that
Employee  is  entitled  to a period of  twenty-one  (21) days to  consider  this
Agreement and further that Employee is entitled to revoke this Agreement  within
seven (7) days after signing this  Agreement and that this  Agreement  shall not
become effective or enforceable until the revocation period is expired. Employee
agrees that the operative starting date with respect to his


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<PAGE>
rights under this section shall be February 3, 1999,  the date the Agreement and
General Release was offered by Employer.

                  (f)  Employee  hereby  resigns  as  a  director,  officer  and
employee,  and  from  all  other  official  positions  with  Employer  as of the
Separation Date.

         18. Severability. It is agreed that the covenants of this Agreement are
severable,   and  that  if  any  single   clause  or  clauses   shall  be  found
unenforceable,  the entire  Agreement  shall not fail but shall be construed and
enforced  without  any  severed  clauses  in  accordance  with the tenor of this
Agreement.

         19.  Entire  Agreement.  This  agreement  contains  the sole and entire
agreement between the parties with respect to the subject matter contained in it
and is intended to  supersede,  extinguish,  override  and  terminate  any prior
agreement or agreements between the parties.  The parties  acknowledge and agree
that non of them has made any representation  with respect to the subject matter
of this  Agreement or any  representations  inducing its execution and delivery,
except such  representations  as are specifically set forth in the Agreement and
each of the  parties  acknowledges  that he or it has  relied  on his or its own
judgment in entering into same. The parties further  acknowledge  that any prior
statements or  representations  that may have been made by any them to the other
with respect to the subject  matter of this  Agreement are void and of no effect
and that none of them has relied on such prior statements or  representations in
connection  with  his or its  dealing  with  the  other  with  respect  to  this
Agreement.

         20.  Remedies.  The  parties  agree  that if there is a breach  of this
Agreement,  the remedies at law will be inadequate and the  non-breaching  party
shall  be  entitled  to see  redress  by  court  proceedings  in the  form of an
injunction  restraining  the  breaching  party  and/or  providing  for  specific
performance without any bond or other security being required. The non-breaching
party  shall  also  be  entitled  to such  damages  as that  party  may  show by
appropriate evidence. Nothing in this Agreement shall be construed as preventing
the  non-breaching  party from  pursuing,  or seeking  any  damages at law or in
equity which it may have,  and Employer may, in any event,  be entitled upon any
breach to terminate any payments remaining to be paid pursuant to the provisions
of this Agreement.

         2l. Effective Date. This Agreement shall become effective on the eighth
(8th) day following the day on which Employee signs and dates it (the "Effective
Date").  At any time  prior to the  Effective  Date,  Employee  may  revoke  the
Agreement by providing Employer written notice of revocation.

         22. No Duty to Mitigate.  Employer  agrees that Employee  shall have no
duty to mitigate the amount of any  benefits  received  under this  Agreement by
seeking other employment or otherwise. The amount of any such benefits shall not
be reduced by any  compensation  earned by Employee as a result of employment by
another employer after the Separation Date.

         23.      Miscellaneous.

                  (a) The parties agree that this  Agreement  shall be construed
in accordance with the laws of the State of Michigan.

                  (b) This  Agreement  may not be  amended  except  in  writing,
signed by all parties.
<PAGE>


                  (c) This  Agreement  shall be  binding  upon and  inure to the
benefit of the  parties and their  respective  successors,  assigns,  executors,
administrators and heirs.

                  (d) Any notices required by this Agreement shall be in writing
and delivered by hand or sent by certified mail, return receipt requested:



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<PAGE>
               to the Employee at:         6941 Pinehurst Lane, N.E.
                                           Rockford, MI 49341

               To the Employer at:         2185 Three Mile Road, N.W.
                                           Grand Rapids, MI  49544-1451

                                           Attention:  Chief Financial Officer


or to such other  address  as a party  shall  specify  by written  notice to the
other.

         24.  Acknowledgment.  Employee  acknowledges that he has carefully read
and fully  understands all of the provisions of this Agreement and  acknowledges
that he has knowingly and  voluntarily  executed this  Agreement of his own free
will and  volition,  without any  pressure or duress from  Employer or any other
party,  and was not under the influence of any medication which would impair his
ability to make a rational,  informed  decision  regarding the execution of this
Agreement.

                                              Bank West Financial Corporation,
                                              a  Michigan corporation


Dated:  February 24, 1999                     By: /s/ George A. Jackoboice
                                                  ------------------------
                                                  George A. Jackoboice
                                                         Its: Chairman

                                              Bank West,
                                              a  Michigan savings bank


Dated:  February 24, 1999                     By: /s/ George A. Jackoboice
                                                  ------------------------
                                                  George A. Jackoboice
                                                         Its: Chairman


Dated:  March 4, 1999                         /s/ Paul W. Sydloski
                                              --------------------
                                              Paul W. Sydloski



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