<PAGE>

                                                                    Exhibit 10.2


          AMENDMENT, dated as of June 4, 2001 (the "Amendment"), to the
                                                    ---------
Stockholders' Agreement (the "Stockholders' Agreement"), dated as of July 7,
                              -----------------------
1999, by and among Vestar/Gray Investors LLC, a Delaware limited liability
company (the "LLC"), St. John Knits, Inc., a California corporation (the
              ---
"Company"), St. John Knits, International, Incorporated, a Delaware corporation
--------
(the "Parent"), Vestar/SJK Investors LLC, a Delaware limited liability company
      ------
("Vestar"), and the parties listed on the signature pages hereto as Robert E.
  ------
Gray, Marie Gray, Kelly A. Gray, Gray Family Trust and Kelly Ann Gray Trust
(each a "Gray Stockholder" and, collectively, the "Gray Stockholders").
         ----------------                          -----------------

                              W I T N E S S E T H
                              -------------------

          WHEREAS, the LLC, the Company, the Parent, Vestar and the Gray
Stockholders are parties to the Stockholders' Agreement; and

          WHEREAS, the parties desire to amend the Stockholders' Agreement as
set forth herein.

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein made and intending to be legally bound hereby, the parties
hereto hereby agree as follows:

          1.  Defined Terms.  Unless otherwise defined herein, capitalized terms
              -------------
used herein which are defined in the Stockholders' Agreement are used herein as
therein defined.

          2.  Amendment to the Stockholders' Agreement.  The Stockholders'
              ----------------------------------------
Agreement is hereby amended as follows:

              (a) Amendment of Section 1.1.  Section 1.1 of the Stockholders'
                  ------------------------
     Agreement is hereby amended by adding, in appropriate alphabetical order,
     the following new definition:

              "Chief Executive Officer" shall mean, in the case of the Company,
              -------------------------
          the Chief Executive Officer of the Company, and, in the case of the
          Parent, the Chief Executive Officer of the Parent.

          (b) Amendment of Section 2.1(a).  Section 2.1(a) of the
              ---------------------------
Stockholders' Agreement is hereby amended by deleting the reference to "5
designees" therein and substituting, in lieu thereof, a reference to "7
designees".

          (c) Amendment of Section 2.1(f).  Section 2.1(f) of the Stockholders'
              ---------------------------
Agreement is hereby amended by deleting such Section in its entirety and
replacing it with the following:

              (f) In the event of the dissolution of the LLC, each Stockholder
          hereby agrees that so long as this Agreement shall remain in effect,
          such Stockholder will vote all of the voting Securities owned or held
          of record by such Stockholder so
<PAGE>

                                                                               2




          as to elect and, during such period, to continue in office a Board of
          Directors of the Parent and the Company, each consisting solely of the
          following:

                        (i)   4 designees of Vestar (so long as Vestar and its
                              Affiliates beneficially own not less than one-half
                              (1/2) of the number of shares of Common Stock that
                              were allocated to Vestar pursuant to the LLC
                              Agreement as of the date of the LLC Agreement) or,
                              if the foregoing condition is not satisfied, 3
                              designees of Vestar (so long as Vestar and its
                              Affiliates beneficially own not less than one-
                              third (1/3) of the number of shares of Common
                              Stock that were allocated to Vestar pursuant to
                              the LLC Agreement as of the date of the LLC
                              Agreement) or, if the foregoing condition is not
                              satisfied, 1 designee of Vestar (so long as Vestar
                              and its Affiliates beneficially own not less than
                              one-tenth (1/10) of the number of shares of Common
                              Stock that were allocated to Vestar pursuant to
                              the LLC Agreement as of the date of the LLC
                              Agreement), provided, however, that so long as the
                                          --------  -------
                              Gray Representative has the right to appoint at
                              least 1 designee and Vestar (and its Affiliates)
                              beneficially owns more shares of Common Stock than
                              the Gray Stockholders (and their Permitted
                              Transferees), Vestar shall have the right to
                              appoint at least as many designees as the Gray
                              Stockholders;

                        (ii)  2 designees of the Gray Representative (so long as
                              the Gray Stockholders and their Affiliates
                              beneficially own not less than one-half (1/2) of
                              the number of shares of Common Stock that were
                              allocated to the Gray Stockholders pursuant to the
                              LLC Agreement as of the date of the LLC Agreement)
                              or, if the foregoing condition is not satisfied, 1
                              designee of the Gray Representative (so long as
                              the Gray Stockholders and their Affiliates
                              beneficially own not less than one-fifth (1/5) of
                              the number of shares of Common Stock that were
                              allocated to the Gray Stockholders pursuant to the
                              LLC Agreement as of the date of the LLC
                              Agreement); and

                        (iii) the Chief Executive Officer (provided that such
                              Chief Executive Officer is not (A) an employee or
                              an Affiliate of Vestar or (B) a Gray Stockholder
                              or a member of the Family Group of the Gray
                              Stockholders, in which case the Chief Executive
                              Officer shall be counted as a designee of either
                              Vestar or the Gray Representative, as the case may
                              be, for purposes of this Section 2.1(f)).
<PAGE>

                                                                               3


          3.   Continuing Effect of Stockholders' Agreement.  This Amendment
               --------------------------------------------
shall not constitute an amendment or waiver of or consent to any provision of
the Stockholders' Agreement not expressly referred to herein.  Except as
expressly consented to hereby, the provisions of the Stockholders' Agreement are
and shall remain in full force and effect.

          4.   Counterparts.  This Amendment may be executed in any number of
               ------------
counterparts, all of which together shall constitute a single instrument.

          5.   Governing Law.  This Amendment shall be governed by and construed
               -------------
and enforced in accordance with the laws of the State of Delaware.


<PAGE>


          IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.

                                      ST. JOHN KNITS INTERNATIONAL,
                                      INCORPORATED


                                      By: /s/ Joseph O. Joffrion
                                          --------------------------------------
                                          Name:   Joseph O. Joffrion
<PAGE>


                             VESTAR/GRAY INVESTORS LLC

                             By: Vestar/SJK Investors LLC,
                                 its Managing Member

                                 By:  Vestar Capital Partners III, L.P.,
                                      its Managing Member

                                 By:  Vestar Associates III, L.P.,
                                       its General Partner

                                 By:  Vestar Associates Corporation III,
                                      its General Partner



                              By:  /s/ James P. Kelley
                                   -------------------
                                   Name: James P. Kelley



                             VESTAR/SJK INVESTORS LLC

                             By: Vestar Capital Partners III, L.P.,
                                 its Managing Member

                                 By:  Vestar Associates III, L.P.,
                                       its General Partner

                                 By:  Vestar Associates Corporation III,
                                      its General Partner



                             By:  /s/ James P. Kelley
                                 -------------------
                                 Name:  James P. Kelley
<PAGE>



                            /s/  Bob Gray
                            ---------------------------------------
                            BOB GRAY


                            /s/ Marie Gray
                            ---------------------------------------
                            MARIE GRAY


                            /s/ Kelly A. Gray
                            ---------------------------------------
                            KELLY A. GRAY



                            GRAY FAMILY TRUST


                            By: /s/ Bob Gray
                               ------------------------------------
                                 Name:  Bob Gray


                            By: /s/ Marie Gray
                               ------------------------------------
                                 Name:  Marie Gray



                            KELLY ANN GRAY TRUST


                            By:  /s/ Bob Gray
                                ----------------------------------
                                 Name: Bob Gray


                            By:  /s/ Marie Gray
                                -----------------------------------
                                 Name: Marie Gray