Milky blacks when going from Prores to Quicktime?

bit depth.jpgOn the right is the Prores, on the left is 3000 mbs Quicktime (normally I convert at higher bit rates, these files need to be small enough to send to collaborators on the net, or upload to Youtube). The entire movie seems to be "brighter" when I make an H264 file. Anyone else run into this? It results in Youtube videos looking washed out.
 
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