A sole construction having a heel carrier and an upwardly-arched heel pad. The heel pad is fitted into and supported by the heel carrier so that the heel pad provides a spring-like bending reaction to a load. The sole construction may further include a support element disposed above the heel pad and fitted into heel carrier. The support element may be upwardly-arching so that, like the heel pad, it provides spring-like bending reaction in response to a load. The support element and heel pad may be integrally formed, for example, by molding the heel pad directly onto the support element. The heel pad and/or support element may be fitted into slots in the lateral and medial sidewalls of the heel carrier to interconnect the heel pad, support element and heel carrier. The support element may have a forward extension to function as a shank.