VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485BPOS, EX-99.B852, 2000-12-13
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                                  EX. 99-B.8.52


                FIRST AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT

THIS FIRST AMENDMENT TO THE SERVICES AGREEMENT (the "First Amendment") is made
and entered into as of the 15th day of August, 2000 by and among AETNA
INVESTMENT SERVICES, INC. ("AISI") and FEDERATED ADMINISTRATIVE SERVICES
("FEDERATED").

                                   WITNESSETH

       WHEREAS, AISI and FEDERATED are parties to a Shareholder Services
Agreement dated October 4, 1999, (the "Agreement"); and

       WHEREAS, the parties now desire to modify the Agreement in order to allow
AISI to make shares of certain funds available to certain separate accounts of
Aetna Life Insurance and Annuity Company ("ALIAC"), interests of which may be
offered to contract holders through certain variable annuity contracts, for
which AISI will perform administrative services.

       NOW, THEREFORE, in consideration of the premises and mutual covenants and
promises expressed herein, the parties agree as follows:

1.    The parties hereby agree that AISI shall be authorized to make shares of
the funds covered by the Agreement available for purchase by Variable Annuity
Accounts B, C, D and F of ALIAC, subject to the terms, including compensation
to be paid to AISI for such services, of the Agreement.

2.    In the event that there is any conflict between the terms of this First
Amendment and the Agreement it is the intention of the parties hereto that the
terms of this First Amendment shall control, and the Agreement shall be
interpreted on that basis. To the extent that the provisions of the Agreement
have not been amended by this First Amendment, the parties hereto confirm and
ratify the Agreement.

IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
date first written.


                    AETNA INVESTMENT SERVICES, INC.

                         By:         /s/ Laurie M. LeBlanc
                                     -------------------------------------
                         Name:       Laurie M. LeBlanc

                         Title:      Pursuant to a Delegation of Authority
                                     Dated August 12, 1998
                                     -------------------------------------

                    FEDERATED ADMINISTRATIVE SERVICES

                         By:         /s/ John Sheehan
                                     -------------------------------------
                         Name:       John Sheehan

                         Title:      Vice President




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