FORM OF
                           THE MUSICLAND GROUP, INC.
 
                        OFFER TO EXCHANGE ITS REGISTERED
               9 7/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2008
                FOR ANY AND ALL OF ITS OUTSTANDING UNREGISTERED
               9 7/8% SERIES A SENIOR SUBORDINATED NOTES DUE 2008
 
To:  Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
 
    The Musicland Group, Inc. (the "Company") is offering to exchange (the
"Exchange Offer"), upon and subject to the terms and conditions set forth in the
Prospectus, dated            , 1998 (the "Prospectus"), and the enclosed Letter
of Transmittal (the "Letter of Transmittal"), its registered 9 7/8% Series B
Senior Discount Notes Due 2008 (the "New Notes") for any and all of its
outstanding 9 7/8% Series A Senior Discount Notes Due 2008 (the "Old Notes").
The Exchange Offer is being made in order to satisfy certain obligations of the
Company contained in the Registration Rights Agreement dated as of April 6,
1998, between the Company and the Initial Purchasers.
 
    We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
 
    1.  Prospectus dated            , 1998;
 
    2.  The Letter of Transmittal for your use and for the information of your
       clients;
 
    3.  A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
       if certificates for Old Notes are not immediately available or time will
       not permit all required documents to reach the Exchange Agent prior to
       the Expiration Date (as defined below) or if the procedure for book-entry
       transfer cannot be completed on a timely basis;
 
    4.  A form of letter which may be sent to your clients for whose account you
       hold Old Notes registered in your name or the name of your nominee, with
       space provided for obtaining such clients' instructions with regard to
       the Exchange Offer;
 
    5.  Guidelines for Certification of Taxpayer Identification Number on
       Substitute Form W-9; and
 
    6.  Return envelopes addressed to Bank One, N.A., the Exchange Agent for the
       Old Notes.
 
    Your prompt action is requested. The Exchange Offer will expire at 5:00
p.m., Eastern Standard Time, on            , 1998 (the "Expiration Date") (30)
business days following commencement of the Exchange Offer), unless extended by
the Company. The Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before 5:00 p.m., Eastern Standard Time, on the Expiration
Date.
 
    To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, should be sent to the Exchange
Agent and certificates representing the Old Notes should be delivered to the
Exchange Agent, all in accordance with the instructions set forth in the Letter
of Transmittal and the Prospectus.
 
    If holders of Old Notes wish to tender, but it is impracticable for them to
forward their certificates for Old Notes prior to the expiration of the Exchange
Offer or to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following guaranteed delivery procedures described in
the Prospectus under "The Exchange Offer--Guaranteed Delivery Procedures."
 
    The Company will, upon request, reimburse brokers, dealers, commercial banks
and trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding the Prospectus and the related documents to the beneficial
owners of Old Notes held by them as nominee or in a fiduciary

capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Old Notes pursuant to the Exchange Offer, except
as set forth in Instruction 6 of the Letter of Transmittal.
 
    Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to the
Exchange Agent for the Old Notes, at its address and telephone number set forth
on the front of the Letter of Transmittal.
 
                                          Very truly yours,
 
                                          THE MUSICLAND GROUP, INC.
 
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
 
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