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Intelligence agencies long have brought unwelcome news to civilian political and military masters -and sometimes suffered severely for it. Even in Western democracies, insecurities and outright fear produce behavioral responses by individuals and defensive institutional reactions that distort normal intelligence activities and affect the overall performance of intelligence agencies. Causes of fear include: political leaders, overseers, agency managers, and the security elements of their organizations. This article highlights the importance of institutional factors, especially organizational cultures and incentives, on the activities and overall performance of intelligence agencies and suggests that motivated biases, caused by personal and organizational self-interest and fears, are more significant causes of intelligence failures than are commonly believed.