Exhibit 4.1
    

    
      Execution Copy
    

    

    

    
      AMENDMENT NO. 2 TO RIGHTS AGREEMENT
    

    
      Amendment No. 2, dated as of March 11, 2013 (this “Amendment”),
      to the Rights Agreement, dated as of January 27, 2005, as amended (the “Rights
      Agreement”), by and between Calgon Carbon Corporation, a
      Delaware corporation (the “Company”) and Registrar
      and Transfer Company, a New Jersey corporation, successor to StockTrans,
      Inc. (the “Rights Agent”).
    

    
      RECITALS
    

    
      WHEREAS, the Company and the Rights Agent are parties to the Rights
      Agreement; and
    

    
      WHEREAS, pursuant to Section 27(a) of the Rights Agreement, prior to the
      Distribution Date, and subject to the provisions of Section 27(b) of the
      Rights Agreement, the Company and the Rights Agent shall, if the Company
      so directs, supplement or amend any provision of the Rights Agreement in
      accordance with the provisions of such Section; and
    

    
      WHEREAS, the Board of Directors of the Company has determined that it is
      in the best interests of the Company and its stockholders to amend the
      Rights Agreement as set forth in this Amendment; and
    

    
      WHEREAS, the Rights are currently redeemable, and pursuant to the terms
      of the Rights Agreement and in accordance with Section 27 of the Rights
      Agreement, the Company has directed that the Rights Agreement be amended
      as set forth in this Amendment, and hereby directs the Rights Agent to
      execute this Amendment.
    

    
      AGREEMENT
    

    
      NOW THEREFORE, in consideration of the foregoing and the mutual
      agreements set forth in the Rights Agreement and in this Amendment, the
      parties hereto hereby amend the Rights Agreement as follows:
    

    
      1.  Section 1(a) of the Rights Agreement is hereby amended and restated
      in its entirety as follows:
    

    
                “(a) “Acquiring
      Person” shall mean any Person who or which, together with all
      Affiliates and Associates of such Person, shall be the Beneficial Owner
      of 15% or more of the shares of Common Stock then outstanding, but shall
      not include:
    

    
      (i)       the Company;
    

    
      (ii)      any Subsidiary of the Company;
    

    
      (iii)     any employee benefit plan or employee stock plan of the
      Company, or of any Subsidiary of the Company, or any Person or entity
      organized, appointed or established by the Company for or pursuant to
      the terms of any such plan;
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
                (iv)      any Person who was, together with such Person’s
      Affiliates and Associates, the Beneficial Owner of 15% or more of the
      then outstanding shares of Common Stock on March 11, 2013 (the “Amendment
      Date”), provided that after the Amendment Date such Person,
      together with such Person’s Affiliates and Associates, does not (A)
      become the Beneficial Owner (other than through inadvertence and under
      circumstances where (i) such Person agrees to the divestiture of a
      number of shares of Common Stock necessary for such Person to excepted
      from the definition of an Acquiring Person or (ii) such Person’s
      acquisition of additional shares of Common Stock is subsequently
      approved by the Board of Directors of the Company) of additional shares
      of Common Stock representing one percent (1%) or more of the then
      outstanding shares of Common Stock, in which case such Person shall be
      deemed to be an Acquiring Person for purposes of this Agreement, or (B)
      decrease its percentage ownership below 15% of the then outstanding
      shares of Common Stock, in which case such Person shall no longer be
      eligible to be excepted from the definition of Acquiring Person by
      operation of this Subsection 1(a)(iv); or
    

    
      (v)       any Person who would otherwise become an Acquiring Person
      solely by virtue of a reduction in the number of outstanding shares of
      Common Stock; provided, however, that such Person shall be an Acquiring
      Person if, subsequent to such reduction, such Person shall become the
      Beneficial Owner of any additional shares of Common Stock.”
    

    
      2.  Exhibits B and C to the Rights Agreement are hereby deemed amended
      in a manner consistent with this Amendment.  
    

    
      3.  Capitalized terms used without other definition in this Amendment
      are used as defined in the Rights Agreement.
    

    
      4.  This Amendment shall be deemed to be a contract made under the laws
      of the State of Delaware and for all purposes shall be governed by and
      construed in accordance with the laws of such State applicable to
      contracts to be made and to be performed entirely within such State.
    

    
      5.  The Rights Agreement will not otherwise be supplemented or amended
      by virtue of this Amendment, but will remain in full force and effect.
    

    
      6.  This Amendment may be executed in any number of counterparts and
      each of such counterparts shall for all purposes be deemed to be an
      original, and all such counterparts shall together constitute but one
      and the same instrument.  A signature to this Agreement transmitted
      electronically will have the same authority, effect and enforceability
      as an original signature.
    

    
      7.  This Amendment shall be effective as of the date first above written
      and all references to the Rights Agreement shall, from and after such
      time, be deemed to be references to the Rights Agreement as amended
      hereby.
    

    

    

    
      
        

        

      

      
        
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      8.  The undersigned officer of the Company, being duly authorized on
      behalf of the Company, hereby certifies in his or her capacity as an
      officer on behalf of the Company to the Rights Agent that this Amendment
      is in compliance with the terms of Section 27 of the Rights Agreement.
    

    
      9.  By its execution and delivery hereof, the Company directs the Rights
      Agent to execute this Amendment.  
    

    
      [Signatures appear on following page.]
    

    

    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, this Amendment has been duly executed by the
      Company and the Rights Agent as of the effective date stated above.
    


    	
           
        	
          
            CALGON CARBON CORPORATION
          

        
	

        	
           
        
	

        	
           
        
	

        	
          By:
        	
          
            /s/ Randall S. Dearth
          

        
	

        	

        	
          Randall S. Dearth
        
	

        	

        	
          President and Chief Executive Officer
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            REGISTRAR AND TRANSFER COMPANY,
          

        
	

        	
          
            as Rights Agent
          

        
	

        	
           
        
	

        	
           
        
	

        	
          By:
        	
          
            /s/ Nicola Giancaspro
          

        
	

        	

        	
          
            Name: Nicola Giancaspro
          

        
	

        	

        	
          Title: Vice President
        


    

    

    


    	
          
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