I tried removing the Deskbar applet and Workrave ... those didn't help.
I'm running with the clock applet removed now too, I'll report how it
goes. I've noticed that the memory-blowout & hang only seems to happen
when I'm actually using the machine ... ie if I leave it logged in all
day while I'm not using the desktop, I come back and gnome-panel is
still responsive with sensible memory usage. I think its something I'm
doing while actively using the UI which seems to trigger this bug.

-- 
Gnome-panel hangs and allocates all possible ram.
https://bugs.launchpad.net/bugs/154504
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