A clutch assembly is provided that includes a first shaft, a second shaft, a housing, a two-way over-running clutch, and a friction clutch assembly. The two-way over-running clutch includes an inner race and an outer race. At least one torque transmitting member is disposed between the inner race and the outer race that selectively transfers torque from the inner race to the outer race. The inner race defines at least one cam that receives the torque transmitting member. An inner race actuator selectively controls lock-up of the two-way over-running clutch by moving the inner race relative to the first shaft and the outer race between a concentric position and at least one eccentric position.