Abstract: An overrunning coupling assembly having improved shift feel and/or noise reduction is provided. The assembly includes planar first and second members rotatable about a first axis. In a locked position, torque transfer is permitted between the first and second members in a first direction about the first axis. In a disengaged position, the first and second members are permitted to free-wheel relative to each other in a second direction opposite the first direction. A compliant retaining device retains the first and second members together and absorbs axial impact loads. The retaining device is less compliant in the locked position than in the disengaged position to decrease axial force at time of axial impact and improve shift feel and/or noise reduction. In a first embodiment, the retaining device includes a wave spring. In a second embodiment, the retaining device includes a stepped weir plate.