The Board of Directors of the Federal Deposit Insurance Corporation (FDIC or Corporation) is adopting a final rule concerning suspension and exclusion of FDIC contractors and termination of contracts. The final rule is adopted pursuant to section 12(f) (4) and (5) of the Federal Deposit Insurance Act (FDI Act), and the rule-making authority of the FDIC found at section 9 of the Act. Additional provisions implementing these statutory directives appear in the FDIC's regulation as published in the Federal Register on June 6, 1996 governing contractor conflicts of interest and the requirements that FDIC contractors meet minimum standards of competence, experience, fitness and integrity. This final rule is a companion to the conflict of interest regulation in that it sets forth procedures for the suspension and/or exclusion of contractors that have violated the conflicts of interest regulations (and hence, fail to meet minimum standards of fitness and integrity), or have otherwise acted in a manner warranting such action. In addition to FDIC contractors, this final rule also applies to subcontractors, key employees, management officials and affiliated business entities of FDIC contractors (all such terms are defined herein), and is designed to inform such contractors regarding their rights to notice and an opportunity to be heard on FDIC suspension and exclusion actions. The final rule is identical to an interim final rule adopted by the FDIC and published as an interim final rule on July 5, 1996 (61 FR 35115) except for one minor clarifying change.