dissenting.
I dissent.
The parties to the collective bargaining agreement and insurance agreement at issue specifically contracted to submit disputes to a grievance and arbitration procedure. Absent some exception to the general rule, employees claiming rights under the collective bargaining agreement must first exhaust exclusive remedies provided in the agreement. See Clayton v. Automobile Workers, 451 U.S. 679, 681, 101 S.Ct. 2088, 2091, 68 L.Ed.2d 538 (1981). The majority opinion excepts plaintiffs from the exhaustion requirement because, as retirees, the *186union owes them no duty of fair representation. Although an exception to the exhaustion requirement may sometimes exist when retirees claim rights under the collective bargaining agreement, see, e.g., Robbins v. Prosser’s Moving & Storage Co., 700 F.2d 433 (8th Cir.) (en banc), cert. granted, -- U.S. --, 104 S.Ct. 66, 78 L.Ed.2d 81 (1983),1 I do not believe the exception extends to this case.
Although unions do not have a statutory duty to represent retirees in negotiating a new collective bargaining agreement, they may negotiate for benefits for retirees as a permissive subject of bargaining. Allied Chemical & Alkali Workers v. Pittsburgh Plate Glass, 404 U.S. 157, 181 n. 20, 92 S.Ct. at 398 n. 20 (1971). In the 1978 collective bargaining agreement, the union bargained for retirees to receive health benefits and life insurance. As part of the agreement, the parties specifically contracted to resolve disputes through a grievance and arbitration procedure. Because the union bargained for benefits for retirees and specifically agreed to submit disputes to the arbitration process, it has a legitimate interest in representing the retirees in arbitration. Cf. United Steelworkers of America v. Canron, Inc., 580 F.2d 77, 80-81 (3d Cir.1978).
The facts of this case can be distinguished from this court’s recent decision in Robbins v. Prosser’s Moving & Storage Co., supra, 700 F.2d at 433, a case relied upon by the majority. Although the Robbins court held that pension fund trustees were not bound by the arbitration process because the union owed retirees no duty of fair representation, it limited the reach of its decision, stating,
Certainly it is true that arbitration, pension funds, and health and welfare funds, are all matters of contract. They either exist or not as the parties have agreed in the collective-bargaining contract and related documents. If the agreements in the cases before us provided in express words that trustees’ claims could not come to court before questions of contract interpretation had been settled by arbitration, this would be quite a different case. Id. at 442.2
The collective bargaining agreement in the present case does provide for a mandatory grievance and arbitration process to resolve disputes,3 and the insurance agreement at issue expressly provides,
Any difference arising under this Program respecting the administration, determination and/or implementation of the Program shall be subject to the grievance procedure established in the Basic Agreement * * *.
Thus, unlike the union in Robbins, the union in this case expressly contracted to arbitrate disputes arising under the agreement.
In exempting the plaintiffs from the exhaustion requirement, the majority also relies upon Allied Chemical Workers, supra, and Robbins, supra, for the proposition that retirees may bypass arbitration procedures when the union owes them no duty of fair representation. In those cases, however, the courts focused in part upon a potential conflict between the interests of retirees and the active employees as a basis for their *187decisions. The Supreme Court in Allied Chemical Workers, supra, stated,
[T]he risk cannot be overlooked that union representatives on occasion might see fit to bargain for improved wages or other conditions favoring active employees at the expense of retirees’ benefits. 404 U.S. at 173, 92 S.Ct. at 394.
See also Robbins, supra, 700 F.2d at 442.
In this case, however, no potential conflict exists between the interests of retirees and active employees. Alpha Portland Industries has closed all its cement plants and no longer employs any workers. With the potential conflict between retirees and active employees removed, the argument that the union will not live up to its contractual obligation to represent the retirees in arbitration carries no weight.
The district court properly determined that the retirees had failed to exhaust their contractual remedies. Accordingly, I would affirm the district court conditioned upon the district court’s retaining jurisdiction in the event that arbitration procedures cannot be carried out. This reservation reflects some question in the record whether arbitration can proceed without the existence of local unions to represent the retirees, and is a question best left to the district court to decide. ,
. The author of this dissent joined the majority in Robbins.
. The agreement in Robbins provided,
[the] Trustees shall take such steps, including institution and prosecution of, and intervention in, any legal proceedings that the Trustees in their discretion deem in the best interest of the fund to effectuate the collection or preservation of contributions or other amounts which may be owed to the trust fund, without prejudice, however, to the rights of the Union to take whatever steps which may be deemed necessary for such purposes. 700 F.2d at 442 (emphasis supplied).
. The collective bargaining agreement in this case provides,
If an agreement cannot be reached in this manner, the matter may by mutual agreement be submitted to arbitration in such manner as shall be acceptable to both parties.
Despite the permissive “may” in the clause, this court has held that arbitration clauses of this nature are mandatory. See Bonnot v. Congress of Independent Unions, 331 F.2d 355, 359-60 (8th Cir.1964) (permissive “may” in arbitration clause merely allows aggrieved party choice of pursuing or abandoning claim).